Terms and Conditions – Stakapal
Stakapal Limited – GENERAL CONDITIONS OF PURCHASE
‘Stakapal’ means Stakapal Limited
‘Supplier’ means the person, firm or company on whom the order is placed by Stakapal
‘Order’ means the order placed by Stakapal on the Supplier
‘Goods’ means the materials, articles, products, software or things or any of them to be provided by the Supplier in accordance with the Order.
‘Services’ means the installation and/or commissioning of the Goods at the Site or any other services to be performed by the Supplier in accordance with the Order.
‘Site’ means the place to which the Goods are to be delivered and /or the Services performed by the Supplier as specified in the Order.
‘Specification’ means the general and/or technical description of the Goods and/or Services contained or referred to in the Order including any performance requirement specified or referred to in the said Order.
‘Stakapal Tools’ means all or any patterns, dies, moulds or tooling and drawings, plans specifications and the like provided by Stakapal either at Stakapal’s expenses or at the joint expense of Stakapal and the Supplier.
‘Contract’ means the contract made by the acceptance of the order by the Supplier under these Conditions of Purchase.
All Goods and Services purchased by Stakapal shall be subject to these Conditions and these Conditions shall be the sole Conditions of any Order by Stakapal on the Supplier. No amendment, variation or addition to the Conditions shall be binding unless confirmed in writing by Stakapal. No variations to the Order shall be undertaken by the Supplier unless such variation has first been agreed with and confirmed in writing by Stakapal.
- QUALITY AND DESCRIPTION
3.1 The Goods and Services shall conform fully as to quality, quantity, performance and description with the Specification. All Goods shall be new and unused unless otherwise specified and of the best available design and of sound materials and workmanship. Where any sample or pattern is supplied by Stakapal, the Goods shall be in all respects equal to such sample or pattern.
3.2 The Supplier shall be deemed to have full knowledge of the use to which the Goods and Services will be put by Stakapal or any third party to whom Stakapal is transferring the Goods and Services and of the standards of performance expected from the Goods and Services. It is a condition of the Order that the Goods and Services shall be of for such use and will satisfy the standards of performance required. If in doubt as to Stakapal’s requirements the Supplier should take any necessary steps to obtain details of the intended use of and performance requirements for the Goods and Services. Wherever appropriate, and unless otherwise stated in the specification, all Goods and Services shall be in accordance with relevant current British Standard Specifications and/or trade standards.
3.3 Should these conditions of purchase relate to a sub-contract order, the Supplier shall be deemed to have made himself fully aware of all the terms and conditions of the contract between Stakapal and its customer (the main contract) and the Supplier shall indemnity Stakapal against all costs, losses, damages and expenses under the main contract which arise from any act or omission by the Supplier in carrying out this order.
3.4 The Supplier shall carry out any necessary tests upon and shall carefully inspect them for conformity with the Order prior to their despatch to Site. Stakapal shall have the right to witness any such tests and carry out any inspections of its own on the premises of the Supplier. If the result of such tests or inspections cause Stakapal to be of the reasonable opinion that the Goods do not conform with the Order, or are unlikely to conform, Stakapal shall inform the Supplier accordingly in writing and the Supplier shall take such steps as are necessary to ensure such conformity. Stakapal shall have the right to require further tests and inspections to be carried out and to witness them.
3.5 In pursuance of ISO 9000/British Standard B.S. 5750, ‘Quality Systems’, the Supplier shall provide all facilities and assistance to enable Stakapal or its representative to carry out assessment of the Supplier’s quality control procedures and, where necessary, the procedures of the Supplier’s sub-contractor and will take all necessary steps to ensure implementation of any recommendations made pursuant to such assessment within such time period as may be agreed between the parties.
The Supplier at his own expense shall deliver the Goods properly packed and secured to the Site and offload and stack them as directed. Each package shall be plainly marked with the Supplier’s name and Site address, and accompanied by an advice note showing the Order number and Stakapal’s product code number, the number of packages and contents thereof and the method of transport. A further copy of such advice note must be posted to Stakapal at the address from which this Order originates.
- PASSING OF PROPERTY
The property in the Goods shall pass to Stakapal upon their delivery and safe offcoding at Site. The passing of the property in the Goods shall be without prejudice to any right of rejection which may accrue to Stakapal under these Conditions.
- DAMAGE OF LOSS IN TRANSIT
The Supplier shall repair or replace free of charge, Goods damaged or lost in transit provided Stakapal shall give the Supplier written notification of such damage or loss within a reasonable time after receipt of a delivery advice note.
- TIME SHALL BE OF THE ESSENCE
The Supplier shall deliver the Goods and perform the Services in accordance with the date or dates specified in the Order, if the Goods or Services or any portion thereof are not delivered or completed by the specified date or any agreed extension thereof, Stakapal shall be entitled to determine the Contract in respect of the Goods and Services undelivered or incomplete as aforesaid and of any Goods and Services already delivered and performed under the Contract which cannot effectively and commercially used by reason of the said non-delivery or non performance of the Goods and Services. On such determination Stakapal shall be entitled:
(I) To return to the Supplier at the Supplier’s risk and expense any of the Goods already delivered but which cannot effectively and commercially used as aforesaid and to recover from the Supplier any monies paid by Stakapal in respect of such Goods and any Services relating thereto.
(II) To recover from the Supplier any additional expenditure reasonably incurred by Stakapal in obtaining other Goods and Services in substitution thereof. Whether or not Stakapal elects to determine the Contract, the Supplier shall pay to Stakapal all costs, losses, damages and expenses incurred by Stakapal attributable in any way to the Supplier’s failure to deliver the Goods and/or perform the Services in accordance with the date or dates specified in the Order.
Stakapal may by notice in writing (inclusive of facsimiles) to the Supplier reject the Goods or any part thereof if the Supplier fails to comply with his obligations under Clause 3 hereof and may also by notice in writing to the Supplier, reject any Goods or any part thereof which are found not to be in accordance with the Contract in any other respect. Stakapal shall, when giving notice of rejection, specify the reasons thereof and shall, thereafter, return the rejected Goods to the Supplier at the Supplier’s risk and expense. Following rejection of any Goods by Stakapal the Supplier shall be responsible for repayment to Stakapal of: and performed under the Contract which cannot effectively and commercially used by reason of the said non-delivery or non performance of the Goods and Services. On such determination Stakapal shall be entitled:
(I) all monies paid and any costs, losses, damages and expenses whatsoever incurred by Stakapal arising from delays in Stakapal’s contract programme due to rejection of any part of the Goods.
(II) all monies paid to the Supplier in respect of any rejected Goods not replaced within a reasonable time by the Supplier
(III) any additional expenditure over and above the contract price reasonable incurred by Stakapal in obtaining other Goods to replace the rejected Goods.
- TERMS OF PAYMENT/INVOICING
Terms of Payment are 90 days net monthly account unless otherwise specified. Payment will be made either by cheque or via the BACS credit transfer system; invoices together with details of the Supplier’s bank branch, sorting code, account name and account number should be sent to the Accounts department at the ordering address shown overleaf. Failure to provide this information may result in payments being delayed.
If, within 12 months following delivery of the Goods (or completion of the Services by the Supplier where Services form part of the Order) or such greater period as may be specified by Stakapal (hereinafter called ‘the Guarantee Period’), Stakapal gives notice in writing or by telex to the Supplier of any defect in the Goods which arises from faulty design, materials or workmanship, then the Supplier shall with all possible speed replace or repair the Goods so as to remedy the said defect without cost to Stakapal. Stakapal shall at its discretion, as soon as practicable after discovering any such defect either return the defective Goods or parts thereof to the Supplier at the Supplier’s cost and risk or instruct the Supplier, and the Supplier shall be bound to comply, to replace or renew the Goods at the Site. The provisions of this Clause shall apply to any Goods or part/repaired or replaced as aforesaid until the end of the period equal to the guarantee Period from the date of completion of such repair or replacement.
- PROVISIONS OF SERVICES ON SITE
Where the Contract includes the provision of Services on the Site, then:
(I) The Supplier shall be responsible for the protection of the Goods or any part of them from loss, theft, damage or deterioration until the completion of the whole of the requirements detailed in the order to the entire satisfaction of Stakapal.
(II) Stakapal reserves the right to deduct from the Supplier’s agreed price for the Goods and Services all costs reasonable incurred by Stakapal arising from the failure of the Supplier to comply with any part of the Clause.
(III) The Supplier shall, where Services are specified in the Order, supply all necessary labour, paint, tools and equipment necessary to properly carry out and complete the said Services fully in accordance with the Order.
(IV) The Guarantee Period detailed in Clause 10 hereof shall not commence until the whole of the Goods and Services detailed in the Order have been completed to the entire satisfaction of Stakapal.
(V) Payments for Services involving construction work falling within the provisions of Section 29 to 31 of the Finance Act 1971 and such modifications thereto as may apply at time of execution of the Contract shall be subject to deduction of tax unless the Supplier has first presented a valid sub-contractor’s tax certificate to Stakapal for inspection.
- CARE AND RETURN OF STAKAPAL TOOLS
12A The Supplier shall not tamper with or remove any markings on the Stakapal Tools which state that they are the property of Stakapal and shall not use or permit the use of the Stakapal Tools for the production or manufacture of any goods or materials or quantities not the subject of a Stakapal purchase order. The Supplier at his own expense shall maintain the Stakapal Tools in good order and condition and shall return them to Stakapal upon completion of the Order or as otherwise directed by Stakapal, in good order and condition, fair wear and tear excepted. The Supplier shall take all reasonable steps to safeguard the Stakapal Tools from loss, damage or deterioration while in his possession and shall effect and maintain at his own expense such policies of insurance as are necessary to cover the aforesaid risk, shall allow access to Stakapal’s nominated representative(s) at any reasonable time to inspect the Stakapal Tools and shall indemnity Stakapal against any loss or damage to the Stakapal Tools arising from any act or omission on the part of the Supplier.
12B The Stakapal Tools shall be kept safely at the Supplier’s own premises unless expressly agreed otherwise by Stakapal and they shall at all times remain the property of Stakapal. The Stakapal Tools shall be returned to Stakapal within seven days of request and Stakapal shall be entitled to enter the Supplier’s premises to repossess the Stakapal Tools following reasonable prior notification to the Supplier of Stakapal’s intention to do so. The Supplier shall promptly pay to Stakapal, on demand, the full value, agreed on issue, of any of the Stakapal Tools supplied at Stakapal’s expense which are not returned or satisfactorily accounted for. In the event that all or any of the Stakapal Tools were purchased on a share basis between Stakapal and the Supplier, Stakapal shall pay the Supplier, in respect of that portion of the cost borne by the Supplier, the residual value of such items but shall be entitled to withhold such part of payment due as shall be necessary to replace or repair any items which are not returned or satisfactorily accounted for or are not in a satisfactory condition on return to Stakapal.
12C In the event that Stakapal and the Supplier mutually agree that the Stakapal Tools or any of them require major repair for reasons not attributed to poor maintenance or misuse or other negligent act or omission by the Supplier, such repair shall be carried out at Stakapal’s expense only after a purchase order for the repair has been placed by Stakapal either on a third party, or at Stakapal’s option on the Supplier.
12D The Supplier shall confirm his approval that the Stakapal Tools are suitable to provide components in accordance with ”s specifications by completing and returning Stakapal’s official acceptance form. All Goods produced by the Supplier which do not conform to the standards or quality description or specification as laid down by Stakapal shall be designate as scrap and shall be disposed of only in accordance with Stakapal’s prior written authorisation.
- STATUTORY REQUIRMENTS
The Supplier warrants that the design, construction and quality of the Goods and Services comply in all respects with all relevant requirements of any statute, statutory instrument or other order having the force of law which may be in force at the time when the same are supplied.
- INFRINGEMENT OF PATENTS
The Supplier shall fully indemnity Stakapal against any actions, claims, demands costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Letters Patent, Copyright, Registered Design, Trade Mark or Trade Name occasioned by the use or sale of the Goods and Services and against all costs and damages which Stakapal may incur in any action for infringement or for which Stakapal arising out of the matters referred to in this Clause, the Supplier shall be promptly notified thereof, and may at his own expenses conduct all negotiations for the settlement of the same, and any litigation that may arise there from.
- ASSIGNMENT AND SUB-CONTRACTING
The Supplier shall not without the consent in writing of Stakapal sub-let this Contract or any part thereof other than for materials, minor components or for any part of the Goods of which the makers are named in the Order. Any such consent shall not relieve the Supplier of any of his obligations under the Contract.
The Supplier shall indemnity Stakapal of any claims, damages, costs or expenses whatsoever arising from or in consequence of any defect in the Goods and Services or any part thereof or in the packing or containers of the Goods or any misleading or inaccurate information or data supplied at any time by the Supplier in relation to the Goods and Services or any part thereof or the use of any of the Goods or any act or omission of the Supplier or his servants or agents connected in any way with this Contract.
Without in any way diminishing the responsibility of the Supplier under any or all of these Conditions, the Supplier shall at his own cost effect and maintain the following insurances which shall include Stakapal’s interest as Principal:
(I) Public and Products Liability insurance for injury to persons and damage to property with a minimum limit of indemnity for each and every incident of £1,000,000 unless otherwise specified by Stakapal.
(II) Employer’s Liability insurance which shall include cover for any labour master or person supplied by him or any person supplied by a labour only sub-contractor, any self-employed person in the service of the Supplier or any person hired in by the Supplier from another employer.
(III) Contract Works insurance for the full value of the Contract together with any tools and equipment brought onto Site by the Supplier for the purposes of the performance of the Contract.
- HEALTH, SAFETY & ENVIRONMENTAL STANDARDS
All Suppliers are required to comply with Stakapal’s Safety & Environmental policy and adhere to the Health and Safety standards, rules and procedures, details of which can be obtained from Stakapal at the address shown overleaf.
- LAW OF CONTRACT
The Contract shall be subject to and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts