- The term “Aztec” shall mean Aztec Aerosols Limited (Company number 1695952) whose registered office is situated at Gateway, Crewe, Cheshire, CW1
- The term “Supplier” shall mean the person, firm or company to whom the Purchase Order is
- The word “Goods” includes all goods, plant, machinery and materials covered by the Purchase
- The term “Purchase Order” shall mean Aztec’s Purchase
- The term “Price” shall mean the price or rates specified in the Purchase
- The word “Services” includes all services, labour and workmanship used in the performance of the services required by or to be inferred from the Purchase
- The word “Materials” means any materials or goods used in the performance of the
- The term “Site” shall mean the location(s) where the Goods are to be delivered or the Services are to be
- The word “Maintenance” includes both corrective and preventative maintenance of any building, structure, plant, equipment, machinery or article of Aztec including the Goods supplied hereunder.
- The term “the Contract” shall mean the contract between Aztec and the Supplier consisting of the Aztec Aerosols Limited Procurement Agreement (where used), the Purchase Order, these conditions and any other documents (or parts thereof) specified in the Purchase Order. Should there be any inconsistency between the documents comprising the Contract, they shall have precedence in the order herein
- The term “Statutory Requirements” shall mean each and every obligation imposed by law relevant to the Contract including without prejudice to the generality of the foregoing all statutes, statutory instruments, regulations and by-laws and any requirements of any statutory bodies or local authorities and amendments and modifications of any of the foregoing from time to time.
- The words “Completion”, “Completed” and “Complete” mean when the Services have been performed to the entire satisfaction of Aztec and in accordance with the
2. QUALITY OF GOODS AND FITNESS FOR PURPOSE
The Goods shall be of satisfactory quality and free from defects in material or workmanship or design. If the purpose for which the Goods are required is made known to the Supplier expressly or by implication the Goods shall be fit for that purpose.
Unless otherwise agreed the Goods shall conform with any specifications, drawings, descriptions and samples contained or referred to in the Contract and with all relevant British Standards Statutory Requirements and Aztec Policies and shall not be harmful to Aztec’s property or the environment.
3. STANDARD OF SERVICES
- The Services shall: –
- Conform to any specification, quality and description specified or referred to in the Purchase Order;
- Conform to any relevant British Standards, Statutory Requirements, Aztec Policies and best industry practices;
- Be performed with the highest care and skill by properly qualified, trained and experienced personnel;
- Be performed in accordance with any relevant time or Maintenance schedule or call out requirements specified in the Purchase Order and within such time period or periods as may be required by Aztec (time being of the essence in respect of the performance of the Supplier’s obligations);
- Any Materials shall: –
- Be of satisfactory quality and free from defects;
- Be fit for the purpose required;
- Conform to any specification, samples, quality and description specified or referred to in the Purchase Order;
- Conform to any relevant British Standards, Statutory Requirements and Aztec Policies, and shall not be harmful to the Buyer’s property or the
4. DELIVERY DATE AND DATE FOR PERFORMANCE
- The date of delivery of the Goods and the date for performance of the Services shall be that specified in the Purchase Order unless agreed otherwise between Aztec and the Supplier. In the absence of any date being specified the Goods shall be delivered and the Services shall be performed as soon as practicable or as soon as required by Aztec. Time shall be of the essence.
- The Supplier shall furnish such programmes of manufacture and delivery as Aztec may reasonably require and the Supplier shall give notice to Aztec as soon as practicable if progress in accordance with such programmes is or is likely to be delayed.
- Aztec has the right to instruct the Supplier to take such action as is required to bring the Contract to completion in accordance with the terms of the Contract at no extra cost to Aztec (save where Aztec has caused the delay) or to reject the Goods or the Services for late delivery or
- The Supplier shall procure that delivery documentation shall include the following particulars as a condition precedent to Aztec’s obligation to accept Goods or Services:
Aztec’s Purchase Order number; Aztec’s Product Code;
Description of the Goods and/or Services:
The location and date of delivery of the Goods or Services performed; Supplier’s name and address;
Supplier’s delivery note number; and
Manufacturing Batch Identification No. where applicable.
5. INCORRECT DELIVERY OR PERFORMANCE
- All Goods and Services must be delivered or performed at the delivery point and within the times specified in the Purchase If Goods or Services are incorrectly delivered or performed, the Supplier shall be responsible for any additional expense incurred in delivering them to their correct destination or in re-performance at such destination.
- Aztec shall not be responsible for any failure to give notice to carriers of non-delivery, loss, damage, or delay in
6. PASSING OF PROPERTY AND RISK IN GOODS TO BUYER
- The Goods shall become the property of Aztec on delivery or payment or part payment (whichever occurs first).
- Where Aztec pays part of the Price before taking delivery of the Goods or any part thereof then such payments shall be regarded as part payments and not deposits in respect of the
- All risk in the Goods including all risk of loss or damage shall remain with the Supplier until the Goods reach the correct place of delivery and are placed in the possession of
- Aztec accepts no responsibility for Goods delivered in excess of the Purchase Order requirement, unless a variation is agreed in writing and recorded on the Purchase Order.
- All Goods rejected or returned shall be at the risk of the Supplier, from 10 days from the date Aztec gives notice of
- Unless otherwise agreed, the Supplier shall be responsible for collecting rejected or returned Goods and all costs incurred in transporting
7. PURCHASE PRICE AND TERMS OF PAYMENT
- Unless otherwise stated in the Purchase Order, all rates and prices are firm and fixed and the Price shall be inclusive of all services and materials (including transport, container and packaging charges) necessary for the performance of the Contract, and all taxes and duties, but excluding value added
- The Supplier shall procure that invoices shall include the following particulars as a condition precedent to Aztec’s obligation to pay the Price to the Supplier:
Aztec’s Purchase Order number; Invoice date and number; Supplier’s name and address;
Description of the Goods and Services invoiced:
The location and date of delivery of the Goods invoiced;
The location and date of performance of the Services invoiced; The Price of the Goods and/or Services invoiced;
Value added tax payable by Aztec (where applicable to the transaction) stated separately from the Price; and
The Supplier’s VAT number and any other particulars required by law or regulation from time to time, and an invoice which includes each of the above particulars is hereinafter called a “valid invoice”.
- The Supplier shall deliver a valid invoice to Aztec promptly after (but not before) the delivery of the Goods and/or the performance of the Services in accordance with the
- Unless otherwise stated in the Purchase Order, and subject to the delivery of a valid invoice by the Supplier to Aztec in accordance with Clause 3, Aztec shall pay the Price for the relevant Goods and/or Services together with value added tax (where applicable to the transaction) to the Supplier not later than 60 days after the end of the calendar month during which the valid invoice is received by Aztec, unless otherwise agreed in writing.
In the case of Goods or Services delivered by the Supplier not conforming with the Purchase Order whether by reason of being of quality or in a quantity or measurement not stipulated or being unfit for the purpose for which they are required or otherwise not in compliance with the specification Aztec shall have the right to reject such Goods or Services within a reasonable time of Aztec discovering the non-conformity and to purchase elsewhere goods or services as near as practicable to the same Purchase Order specifications and conditions as circumstances shall permit but without prejudice to any other right which Aztec may have against the Supplier. The making of payment and use of the Goods or Services shall not prejudice Aztec’s right of rejection and neither shall the signing of a delivery note notwithstanding anything to the contrary stated therein. Before exercising the said right to purchase elsewhere Aztec shall give the Supplier a reasonable opportunity to replace or to re-perform rejected Goods or Services with Goods or Services which conform to the Purchase Order save where Aztec in its absolute discretion determines that the Supplier may not be capable of supplying the Goods or Services in accordance with the Purchase Order and/or within the time required by Aztec.
- The Supplier shall not alter any of the Goods or Services, except as directed in writing by Aztec, but Aztec shall have the right, from time to time during the execution of the Purchase Order, by notice in writing to direct the Supplier to add to or to omit, or otherwise vary, the Goods or Services, and the Supplier shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated on the Purchase Order.
- Where the Supplier receives any such direction from Aztec which would occasion an amendment to the Price or the delivery date or (in the case of Services) the performance date the Supplier shall, with all possible speed, advise Aztec in writing to that effect giving the amount of any such amendment, ascertained and determined at the same level of pricing as that contained in the Supplier’s quotation, and giving the period of any This revised price must be agreed in writing by Aztec prior to commencement. If no revised price can be agreed the Supplier shall, subject to the following sub-clause, comply with the direction and a fair and reasonable addition or omission (as the case may be) shall be made to the Price.
- If, in the opinion of the Supplier, any such direction is likely to prevent the Supplier from fulfilling any of its obligations under the Contract it shall so notify Aztec and Aztec shall decide whether or not the same shall be carried out and shall confirm its instructions and modify the said obligations to such an extent (if at all) as may be justified in the opinion of Aztec. Until Aztec so confirms its instructions they shall be deemed not to have been given.
10. CANCELLATION OR SUSPENSION
- If Aztec is for any reason beyond its reasonable control unable to accept delivery of the Goods or performance of the Services at the times stated in the Purchase Order, or at all, then Aztec may by notice in writing to the Supplier cancel or suspend the delivery of any of the undelivered Goods or the performance of any of the unperformed Services.
- If delivery is suspended for more than 8 weeks, then Aztec may by notice in writing terminate the Purchase Order Upon such termination the Supplier shall be entitled to be paid up to but no more than such portion of the Price as fairly represents the work and/or materials carried out and procured up to the time of the suspension.
- Upon cancellation by Aztec the Supplier shall be entitled to be paid up to but no more than such portion of the Price as fairly represents the work and/or materials carried out and procured up to the date of
11. INTELLECTUAL PROPERTY RIGHTS
- The Supplier shall indemnify Aztec against any claim for infringement of any patent, design right, registered design, unregistered design, trade mark or copyright or for breach of confidence by the use or sale of any article or material supplied by the Supplier to Aztec or any Services supplied by the Supplier to Aztec and against all costs and damages, including legal fees on an indemnity basis, which Aztec may incur in any action for such infringement or for which Aztec may become liable in any such Provided always that this indemnity is conditional on Aztec giving to the Supplier notice in writing of any claim being made or action threatened or brought against Aztec and on Aztec permitting the Supplier at the Supplier’s own expense to conduct any litigation that
may ensue and all negotiations for a settlement of the claim.
12. PROGRESS AND INSPECTION
Aztec’s representatives shall have the right to inspect all Goods at the Supplier’s works and the works of sub-contractors at all reasonable times and to reject Goods that do not comply with the terms of the Purchase Order. The Supplier’s sub-contracts shall include this provision. Any inspection, checking, approval or acceptance given on behalf of Aztec shall not relieve the Supplier from any obligation under the Contract.
13. SITE REGULATIONS
- The Supplier shall not commence the provision of Services on Site before obtaining the consent of
- The Supplier shall comply with Aztec’s current Health, Safety and Environmental Rules for Contractors (available on request) and all other safety requirements applicable to the Site and shall ensure that its employees and sub-contractors so comply.
- Aztec shall have the right to require the removal of any person brought to the Site by the Supplier who has:
- Failed to comply with the H & S and Environmental Rules, or
- Has, in the opinion of Aztec, misconducted himself or been negligent or
14. SITE WORK BY SUPPLIER
- If any work on Site is to be carried out by the Supplier, then the Supplier shall ensure that no work is covered up until Aztec has had a reasonable opportunity to inspect
- The access to and possession of the Site shall not be exclusive to the Supplier but only such as shall enable it to execute the Services, concurrently with the execution of work by other persons.
- Without prejudice to any other indemnity provisions herein, the Supplier shall at all times prevent any nuisance or trespass (including, but without limitation, any noisy working operations, or interference with access or use of public or private roads and/or footpaths) or other interference with the rights of the owner, or any tenant or occupier of the Site or any adjoining land, arising out of the Services, and shall fully indemnify Aztec in relation to any claims and legal fees (on an indemnity basis) arising out of any failure in performing its obligations and shall assist Aztec in defending any action or proceedings which may be instituted in relation
15. NOTIFICATION PROCEDURE
The Supplier shall give immediate notice in the event of any accident or damage likely to form the subject of a claim under Aztec’s insurance and shall give all the information and assistance in respect thereof that Aztec’s insurers may require, and shall not negotiate, pay, settle, admit or repudiate any claim relating to the same subject matter or to any extent relating to the same subject matter without the written consent of, Aztec’s insurers and shall permit such insurers to take proceedings in the name of the Supplier to recover compensation or secure an indemnity from any third party in respect of any of the matters covered by the said insurance.
16. SPECIFICATIONS, PLANS, PROCESS INFORMATION ETC
- Any specifications, plans, drawings, process information, patterns or designs supplied by Aztec to the Supplier in connection with
the Purchase Order / Contract shall remain the property of Aztec, and any information derived therefrom or otherwise communicated to the Supplier in connection with the Contract shall be kept secret and shall not, without the consent in writing of Aztec, be published or disclosed to any third party, or made use of by the Supplier except for the purpose of implementing the Purchase Order. Any specifications, plans, drawings, process information, patterns or designs supplied by Aztec must be returned to Aztec when required.
- When the Purchase Order includes manufacture to Aztec’s designs the Supplier agrees to inform Aztec of any invention or improvement in design or method of manufacture arising out of the performance of the Purchase Order by or on behalf of the Supplier and any such invention or improvement and any patent or registered design rights in respect thereof and copyright in any drawings, documents or specifications relating thereto shall be the property of Aztec. The Supplier shall give Aztec at Aztec’s expense all necessary assistance to enable Aztec to obtain patent, registered design and similar rights throughout the world.
- On or before delivery of the Goods (or on termination of the Contract for whatever cause if earlier) the Supplier shall provide to Aztec at no extra cost all necessary operating and maintenance manuals.
- The Supplier accepts entire responsibility for the design of Goods (including any design work prepared before or after the date of the Purchase Order and whether carried out by or on behalf of Aztec or Supplier) and for any error, mistake, inaccuracy, or discrepancy contained in the same, provided that the Supplier shall not be liable for any design provided by Aztec if the Supplier objects to it prior to manufacturing the
17. HAZARDOUS GOODS
- Hazardous Goods must be marked by the Supplier with International Danger Symbol(s) and display the name of the material in Transport and other documents must also include a declaration of the hazard and name of the material in English.
Hazardous Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Supplier shall observe the requirements of UK and international agreements relating to the packing, labelling and carriage of hazardous Goods.
- All information held by, or reasonably available to, the Supplier regarding any potential hazards known or believed to exist in relation to the transport, handling or use of the Goods supplied shall be promptly communicated to Aztec.
- Without prejudice to any other rights or remedies of Aztec, Aztec may by notice in writing terminate the Purchase Order forthwith if the Supplier: (a) shall go into liquidation whether voluntary or otherwise (except for the purposes of and followed by an amalgamation or reconstruction) or shall become bankrupt or shall cease to trade or threaten to cease to trade or shall have a receiver or administrative receiver of the whole or any part of its assets appointed or shall enter into any composition or arrangement with or for the benefit of its creditors or shall be the subject of an administration order, or (b) shall be in breach of any terms of the Conditions of The Supplier shall indemnify Aztec for all losses suffered by it as a result of such termination.
- Aztec shall have the right to terminate the Purchase Order by not less than one month’s notice at any time without prejudice to Aztec’s rights and remedies in respect of any antecedent breach of the Conditions of Purchase committed by the Supplier.
19. CONDITIONS OF PURCHASE
- Aztec shall not be liable under the Conditions of Purchase unless:
- Aztec issues an official Purchase Order; and
- Either the Supplier confirms in writing acceptance of it or takes any steps to comply with the Purchase Order without indicating it does not accept the Purchase Order and these Conditions.
- Aztec shall not be bound by any variation, waiver of or addition to the Purchase Order except as agreed in writing and signed by a duly authorised
- If the performance of the Purchase Order requires Aztec to have any permit or licence from any government or other authority, the Purchase Order shall be conditional upon such permit or licence being available at the required time.
20. INDEMNITY AND INSURANCE
- The Supplier shall keep Aztec indemnified against:
(I) Any liability or claim in respect of loss or damage to any moveable or immovable property of any nature or type whatever of Aztec or any third party; and
(ii) Any liability or claim in respect of the death or personal injury to any person whether in contract or tort or otherwise arising under common law, statute or otherwise caused by an act or omission on the part of the Supplier or any of its employees, sub- contractors, assignees or agents and the Supplier shall also indemnify Aztec in respect of any legal fees incurred by Aztec in connection therewith.
- The Supplier shall fully indemnify Aztec against all loss, damages, costs or expense arising out of or connected with any breach of the Conditions of Purchase and the Supplier shall also indemnify Aztec in respect of any legal fees incurred in connection
- The Supplier shall take out and/or maintain such types and levels of cover of insurance as Aztec may require including Public Liability,
. Employer’s Liability, Works and Product Liability insurance and provide evidence thereof (copy of certificates). If the Supplier fails to take out and/or maintain any such insurance policies Aztec may do so and recover the premiums paid from the Supplier as a debt. If so required, the Supplier shall promptly and accurately complete any insurance questionnaire supplied by Aztec and Aztec shall be entitled to withhold payment of the Price or part thereof until the questionnaire has been fully and accurately completed and returned to Aztec.
21. ASSIGNMENT OF WARRANTIES TO BUYER
The Supplier shall pass to Aztec the benefits of all and any warranties and/or guarantees received by the Supplier from its suppliers.
22. SET OFF
Any debt or claim on the part of Aztec with or against the Supplier whether arising out of the Purchase Order or otherwise howsoever and whether liquidated or not, may be set off against any sums due to Supplier hereunder. For the avoidance of doubt, Aztec shall be entitled to withhold and set off against the Price, any sum owed by the Supplier to Aztec for any reason. Where the Goods or any part thereof are liable to be returned to the Supplier and/or the Services re-performed by the Supplier for any reason, Aztec shall be entitled to withhold monies, including any reasonable estimate of the value of the faulty Goods likely to be returned or Services to be re-performed, otherwise due to the Supplier (under this or any other agreement between Aztec and the Supplier) by
way of set-off against the value of the said Goods or Services. Where any set-off is or is likely to be insufficient to cover the Supplier’s liability to Aztec, Aztec shall be entitled to invoice the Supplier for any additional sums owing and the Supplier shall make payment of such additional sums owing within 30 days of such invoice being received by the Supplier.
23. LAW, JURISDICTION AND CONSTRUCTION OF CONTRACT
- The construction, validity and performance of the Purchase Order shall be governed by the law of England and the parties submit to the exclusive jurisdiction of the English
- References to any statute or statutory provision shall be construed as a reference to that statute or provision as from time to time amended, consolidated, extended, re-enacted or replaced.
No delay or omission by Aztec in exercising any of its rights or remedies under the Purchase Order or under any applicable law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.
- The Supplier shall treat as confidential and shall not disclose to any third party without the prior written consent of Aztec the terms of the Purchase Order and any information obtained from Aztec or otherwise obtained in connection with the Purchase Order (“Confidential Information”).
- The Supplier shall not use the Confidential Information for any purpose other than performance of its obligations under the Terms and Conditions of
- Clauses 1 and 25.2 shall not apply to any information to the extent that it:
- Is or shall become part of the public domain otherwise than in consequence of any breach of the obligations in this clause or any other duty or obligation of confidence; or
- Is already in the Supplier’s possession and not under any obligation or duty of
- The obligations of confidence contained in this clause shall continue after completion or earlier termination of the Purchase
1st May 2013.