Memco Terms and Conditions of Purchase


1.TERMS AND CONDITIONS OF PURCHASE
 In these conditions, the following terms have the following meanings: MEMCO and MEMCO LTD
1.1Conditions:these conditions of purchase and any special terms on the front of the Order
 Contract:the contract for the sale and purchase of the Goods and/or the supply and acquisition of the Services
 Delivery Address:the address stated on the order
 Goods:the goods (including any instalment of the goods of any part of them) described in the order
 Order:MEMCO's Purchase Order
 Price:the price of the Goods and/or the charge for the Services
 Seller:the person so described in the Order
 Services:the Services described in the Order
 Specification:includes any plans, drawings, data or other information relating to the Goods or Services
 Writing:includes facsimile transmission and comparable means of communication
1.2Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3The headings in these Conditions are for convenience only and shall not affect their interpretation.


2.BASIS OF PURCHASE
2.1The Order constitutes an offer by MEMCO to purchase the Goods and/or acquire the Services subject to these Conditions.
2.2These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to MEMCO or subject to which the Order is accepted, or purported to be accepted, by the Seller. The Order will lapse unless unconditionally accepted by the Seller in writing within 7 days of its date.
2.3No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorized representatives of MEMCO and the Seller.


3.SPECIFICATIONS
3.1The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or any applicable specification supplied by MEMCO to the Seller or agreed in writing by MEMCO.
3.2Any Specification supplied by MEMCO to the Seller, or specifically produced by the Seller for MEMCO, in connection with the Contract, together with the copyright, design rights, or any other intellectual property rights in the Specification shall be the exclusive property of MEMCO. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
3.3The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
3.4MEMCO may inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide MEMCO with all facilities reasonably required for inspection and testing.
3.5If as a result of inspection or testing MEMCO is not satisfied that the Goods will comply in all aspects with the contract and MEMCO so informs the Seller within 7 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
3.6The Goods shall be marked in accordance with MEMCO's instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.


4.PRICE OF THE GOODS AND SERVICES
4.1The Price shall be as stated on the Order and, unless otherwise stated, shall be:
4.1.1exclusive of any applicable value added tax (which shall be payable by MEMCO subject to receipt of VAT invoice); and
4.1.2inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties imports or levies other than value added tax.
4.2MEMCO shall be entitled to any discount for prompt payment, bulk purchase value or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.


5.TERMS OF PAYMENT
5.1The Seller shall be entitled to invoice MEMCO on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order.
5.2MEMCO shall pay the Price within 60 days after the end of the month of receipt by MEMCO of a proper invoice or, if later, after acceptance of the Goods or Services in question by MEMCO. MEMCO may calculate the payment date from the date of delivery or when performance was due if delivery or performance is earlier the payment date from the date of delivery or when performance was due if delivery or performance is earlier than requested.
5.3MEMCO shall be entitled to deduct from the Price any sums owed to MEMCO by the Seller whether or not pursuant to the Contract.


6.DELIVERY
6.1The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during MEMCO's usual business hours.
6.2Where the date of the delivery of the Goods or of performance of the Services is to be specified after the placing of the Order, the Seller shall give MEMCO reasonable notice of the specified date.
6.3The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
6.4A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.5If the Goods are to be delivered, or the Services are to be performed, by instalment the Contract will be treated as a single Contract and not several.
6.6MEMCO shall be entitled to reject the Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any goods until MEMCO has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
6.7The Seller shall supply MEMCO in good time with any instructions or other information required to enable MEMCO to accept delivery of the Goods, and performance of the Services.
6.8MEMCO shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by MEMCO.
6.9If the Goods are not delivered or the Services are not performed on the due date then without prejudice to any other remedy, MEMCO shall be entitled to deduct from the Price or (if MEMCO has paid the Price) to claim from the Seller by way of liquidation damage for the delay up to 2% of the Price for every week's delay, up to a maximum of 20%.


7.RISK AND PROPERTY
7.1Risk of damage to, or loss of, the Goods shall pass to MEMCO upon delivery to MEMCO in accordance with the Contract.
7.2The property in the Goods shall pass to MEMCO upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to MEMCO once payment has been made and the Goods have been appropriated to the Contract.


8.WARRANTIES AND LIABILITY
8.1The Seller warrants to MEMCO that the Goods:
8.1.1will be satisfactory quality (within the meaning of the Sales of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the order is placed;
8.1.2will be free from defects in design, material and workmanship;
8.1.3will correspond with any relevant Specification or sample; and
8.1.4will comply with all statutory requirements and regulations relating to the sale of the Goods.
8.2The Seller warrants to MEMCO that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for MEMCO to expect in all circumstances.
8.3If any Goods or Services are not supplied or performed in accordance with the Contract, then MEMCO, may:
8.3.1require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract in 7 days; or
8.3.2(and whether or not MEMCO has previously required the Seller to repair the Goods or to supply any replacement Goods or Services) treat the Contract as discharged by the Seller's breach and require the repayment of any part of the Price which has been paid.
8.4The Seller shall indemnify MEMCO in full against all liability, loss, damages, cost and incurred expenses (including legal expenses) awarded against or incurred or paid by MEMCO as a result of or in connection with:
8.4.1breach of any warranty given by the Seller in relation to the Goods and Services;
8.4.2any claim that the Goods infringe, or their importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by MEMCO;
8.4.3any liability under the Consumer Protection Act 1987 in respect of the Goods;
8.4.4any act or omission of the Seller or its employees, agents or subcontractors in supplying, delivering and installing the Goods; and
8.4.5any act or omission of any of the Seller's personnel in connection with the performance of the Services.


9.TERMINATION
9.1MEMCO shall, unless previously agreed in writing to the contrary, be entitled to cancel the Order or delay delivery or performance in respect of all or part of the Goods and/or Services by notice to the Seller at any time in which event MEMCO's sole liability shall be to pay to the Seller a pro rata amount of the Price for Goods and/or Services already delivered or performed and to the extent the Order (or balance) has been delayed but not cancelled, to pay for the Order (or balance) in accordance with Condition 5.
9.2MEMCO shall be entitled to terminate the contract without liability by giving notice to the Seller at any time if:
9.2.1the Seller makes any volunteer agreement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation; or
9.2.2an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
9.2.3anything analogous occurs in relation to the Seller in any other jurisdiction:
9.2.4the Seller ceases, or threatens to cease, to carry on business; or
9.2.5MEMCO reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.


10.GENERAL
10.1The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligation under the Contract.
10.2Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices sent by facsimile shall be deeded served upon dispatch and those sent by first class post, 48 hours after posting.
10.3No delay or failure by MEMCO in enforcing any provision of the Contract shall constitute a waiver of that or any other provision. No waiver by MEMCO of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by MEMCO shall be effective unless in writing.
10.4If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected hereby.
10.5MEMCO's rights are cumulative and in addition to any rights available to it at common law.
10.6The contract shall be governed by the Laws of England and the Seller agrees to submit to the non-exclusive jurisdiction of the English Courts.