GENERAL CONDITIONS OF PRUCHASE AND /OR HIRE
Conditions relating to this order shown shall apply in addition to the following terms and conditions
1.
Definitions
1.1
“J Reddington” means J Reddington Ltd
The “Supplier” means the party with whom J Reddington Ltd contracts under this order
The “Goods” means those materials, goods or equipment to be sold or hired by the Supplier to J
Reddington under this order
2 Conditions
2.1 J Reddington obligations are subject to acceptance of the terms of the order by the Supplier.
Arrangement made orally are not binding without J Reddington express written confirmation.
2.2 All amendments to this Order must be in writing. No terms or conditions of the supplier shall apply
other than those (if any) expressly mentioned as applicable to this Order.
2.3 Without limiting the foregoing, no terms or conditions in any acknowledgement by the Supplier of
this Order shall apply.
3 Materials and Workmanship
3.1 Unless otherwise agreed by J Reddington in writing the Goods shall comply with any specification or
requirement intimated to the Supplier and any other documents referred to in this Order and shall
be of the best quality of their respective kinds incorporating first class workmanship throughout.
3.2 The Supplier guarantees that the Goods shall be fit for the purpose for which they are required and
shall be of merchantable quality.
3.3 In addition and without prejudice to J Reddington other rights and remedies the Supplier shall replace
at no cost to J Reddington and Goods not complying with this order where such non-compliance
arises within twelve months (or such longer period as may be stated in this order) from the date
the Goods are commissioned or otherwise utilised by J Reddington PROVIDED any failure of the
Goods to fully comply with this Order is not due to improper storage (having regard to storage
instructions) or misuse or neglect by J Reddington or persons for whom J Reddington is
responsible. The Goods replaced as above shall be delivered by the Supplier at no cost to J
Reddington as instructed by J Reddington.
3.4 Where the Goods do not conform with the requirements of this Order, the Supplier shall at its own
expense make such alterations, repairs and replacements as J Reddington may require. Such repair,
alterations or replacement shall be without prejudice to any other rights or remedies of J
Reddington. Any altered, repaired or replaced Goods shall be guaranteed by the Supplier as if they
were supplied in place of the original Goods.
4 Indemnity
4.1 The Supplier shall be deemed to be aware of all contracts and warranties which J Reddington has
entered into or agrees to enter into (“the Contract and Warranties”) including the amount of any
liquidated damages imposed by the Contracts and Warranties and such losses are deemed to be
within the reasonable contemplation of the parties.
4.2 Without prejudice to any other rights of J Reddington, the Supplier shall indemnify J Reddington
against every liability which J Reddington may incur to any other person whomsoever and against
all claims, demands, proceedings, damages, costs and expanses made against or incurred by J
Reddington by reason of any act, default, neglect or breach of its obligations under this Order by
the supplier, its servants or agents however arising.
5 Delivery
5.1 The Supplier guarantees delivery of the Goods to the time and place of delivery stated in this Order.
5.2 If the Goods or any other part thereof are not delivered by the due date (or if delivered by the due date
and are nit in accordance with this Order) J Reddington may cancel this Order and refuse further
delivery and obtain the Goods from other sources and the Supplier shall be liable to J Reddington
for any additional cost and expanses incurred.
5.3 No waiver by J Reddington as to time or place of delivery shall release the Supplier from its
obligations hereunder.
5.4 J Reddington may at any time and at no cost to J Reddington require the Supplier to postpone delivery
of the Goods in whole or in part.
5.5 Time is of the essence for delivery and the Supplier shall be liable for all loss expense damage and
costs suffered or incurred by J Reddington as a result of the Supplier’s failure to deliver in
accordance with this order.
6 Change Orders
6.1 At any time and at time to time to completion by the Supplier of the Supplier’s obligations under this
Order, J Reddington may issue to the Supplier written instructions (“a change order”) modifying
the specification quantity or any other aspect of the Goods, extending or contracting the time for
delivery. Upon receipt of a Change Order, the supplier shall be obliged to deliver in accordance
therewith and the amount to be paid to the Supplier shall be revised on a reasonable basis to reflect
the changes required.
7 Packing
7.1 The Supplier shall ensure that all Goods are adequately protected against damage and deterioration in
transit and unloading. The price for the Goods shall include for all charges for preparation,
packing, boxing, crating, freight or special services of any kind.
8 Cancellation
8.1 Where the Goods are not stock merchandise of the Supplier, J Reddington may cancel this Order (in
whole or in part) by written notice to the Supplier without having to justify such cancellation. In
such event J Reddington shall make and the Supplier shall accept payment on the basis of a fair
valuation for work actually done under this Order prior to receipt by the Supplier of notice of
cancellation.
8.2 If the Goods are stock merchandise of the Supplier then J Reddington may cancel at will all or any
part of this Order not physically delivered to the final destination at any written notice to the
Supplier and in such event J Reddington shall have no further obligation in respect of the
cancelled Goods save to make payment for consignment and re-delivery charges to the Supplier in
respect of the Goods despatched but not delivered prior to such cancellation.
8.3 Without prejudice to J Reddington rights set out above J Reddington may immediately determine this
Contract by written notice to the Supplier on the occurrence of any of the following:
(a) any breach by the Supplier of its obligations hereunder
(b) any cause or event beyond the Supplier’s reasonable control which may prevent the Supplier from
fulfilling its obligations hereunder.
(c) the Supplier committing an act of bankruptcy, entering into a deed of arrangement with its
creditors having a receiver of administrator appointed or being a company going into liquidation
(other than a voluntary liquidation for the purposes of reconstruction or amalgamation)
9 Storage
9.1 If for any reason, J Reddington cannot accept delivery of the Goods at the time or place stipulated in
this Order, the Supplier shall at its own cost, store the Goods, safeguard them and take all
reasonable steps to protect J Reddington interests until their actual delivery.
9.2 The Goods are the Supplier’s sole risk until actually delivered in accordance with this Order and
accepted by J Reddington, its agent or nominee.
10 Government Regulations
10.1 The Supplier warrants that the Goods comply with all applicable domestic or foreign codes, laws,
regulations and requirements.
10.2 The Supplier will, prior to delivery of the Goods, at its own cost supply all documents necessary for
the proper execution of this Order.
10.3 The Supplier will ensure that any Government or other official markings or codes are predominantly
stamped as appropriate.
11
Waiver
11.1 Any Waiver by J Reddington or any right or benefit arising by virtue of any breach by the Supplier
of this Order shall not be, or be deemed to be a waiver of J Reddington rights or benefits arising by virtue
of any subsequent breach by the Supplier.
11.2 Any Waiver by J Reddington as above shall not be a variation of this Order and shall not release the
Supplier from any other of the Supplier’s obligations hereunder.
12 Title
12.1 Title shall immediately and unconditionally vest in J Reddington free from all claims or liens of the
Supplier and third parties in respect of all work done and materials allocated to, incorporated in and
intended for the Goods upon payment or delivery or upon allocation or incorporation whichever occurs
first and the Supplier shall as soon as is reasonably practical set aside and mark with J Reddington name
and the number of this Order such work and materials.
12.2 Notwithstanding vesting in J Reddington as above the risk of damage or defects shall remain with
the Supplier.
13 Payment
13.1 Payment will be made to the Supplier no earlier than the end of the month following the month in
which the Supplier’s invoice is received, provided always that all disputes and queries have been
resolved.
14 Assignments and Sub-Contracting
14.1 The Supplier may not assign or transfer any interest in this Order other than with J Reddington prior
written approval.
14.2 J Reddington may freely assign the benefit of this agreement.
14.3 The Supplier may sub-let any of its obligations hereunder for materials, minor details or for any part
of the Goods where the manufacturer or the Supplier is named in this Order BUT otherwise the supplier
shall not sub-let without the prior written consent of J Reddington.
15 Intellectual Property
15.1 The Supplier will save harmless and indemnify J Reddington from and against all claims, demands
and proceedings arising out of any infringement of any intellectual property rights (including, but without
limitation, patents, trade marks, industrial designs and copyright) in respect of the Goods including all
loss suffered or occasioned by J Reddington when dealing with such claims, demands and proceedings.
15.2 The Supplier warrants that it has the right to supply the Goods to J Reddington without any royalty
or other charge being imposed on J Reddington or any other duty being assumed.
16 Technical Data
16.1 The Supplier shall supply at no cost to J Reddington all necessary drawings, operating instructions,
maintenance manuals, certificates, reports and the like in numbers of copies (minimum number 3) and at
times in accordance with this Order or within a reasonable time delivery of the Goods.
16.2 J Reddington approval of the Supplier’s drawings shall impose no design liability on J Reddington
or relieve the Supplier of any responsibility for the correctness and accuracy of said drawings.
16.3 Copyright in (inter alia) drawings, technical data and the like relating to this Order shall remain
vested in the Supplier. J Reddington shall have the right to use any such documents and J Reddington
shall have the right to grant licences to use any such documents to any third party upon any terms required
by J Reddington or the third party. Where such drawings and technical data are provided to the Supplier
for purpose of manufacture or fabrication of the Goods they remain J Reddington property and are
returnable to J Reddington on demand.
16.4 If there are any discrepancies between drawings, technical data, specification and other documents
relating to this Order, the Supplier shall immediately give J Reddington written notification of the
discrepancy together with his proposal for removing the discrepancy at no cost to J Reddington.
17 Inspection and Testing
17.1 J Reddington inspector or representative and any inspector or representative of any customer or
client of J Reddington or of any Government department or authority (where applicable) to inspect or test
the Goods, and/or any procedure or quality controls at any reasonable time at the Supplier’s works or
those of any sub-contractor or assignee of the Supplier.
17.2 The Supplier shall give adequate notice of any works tests and benchmark tests during manufacture
which J Reddington shall be entitled to attend and will provide J Reddington with such test certificates as
J Reddington or J Reddington customer or client may reasonably require.
17.3 Any inspection or test as above will not relieve the Supplier of any liability under this Order nor
imply acceptance of the Goods.
18 Insurance
The Supplier will indemnify J Reddington against all claims (including consequential loss in respect of
loss or damage to persons and property) by J Reddington or any third parties arising out of or in
consequence of the supply of the Goods and shall, at its own cost, take out and maintain adequate
insurance including Employer’s liability and third party and professional indemnity insurance, and shall
supply details of such insurance when requested to do so by J Reddington. If the Supplier fails to take out
and maintain insurance as above, J Reddington may take out such insurances and deduct the cost of so
doing from monies which would otherwise be due to the Supplier.
19 Confidentiality
19.1 All information of a technical or business nature disclosed by J Reddington to the Supplier either
prior to or after the date of this order is confidential and shall only be disclosed by the Supplier to such
persons as may be necessary in Order for the Supplier to fulfil its obligations hereunder.
20 Disputes
20.1 Any dispute as to,
(a) the reasonable amount by which the price is to be adjusted in consequence of a Change Order
under clause 6.1
(b) the amount of any sum payable upon cancellation under clause 8.1
Shall be referred to an independent Expert to be appointed by agreement between the parties. The Expert
shall make a ruling as an expert and the parties shall be irrevocably bound thereby.
21 Hire Order
21.1 Where any Goods are to be hired by J Reddington from the Supplier in respect of such Goods the
CPA model Terms and Conditions current at the date of this Order shall apply to the extent that the terms
of this Order are inconsistent with a contract of hire.
22 Applicable Law
22.1 Any contract between the parties pursuant to this Order shall be deemed to have been made in
England and will operate and be interpreted in conformity with English Law
NB
A
The appliance and any ancillaries are accepted on hire subject to compliance in all respects with the
current relevant statutory regulations. The Supplier is to provide full operator with operated plant,
when requested together with relevant current training certificates
B Vehicles to be used on the public highway shall be comprehensively insured, licensed and taxed to
comply with relevant current statutory regulations. The Supplier shall indemnify the company
against any claim whatsoever arising from a breach thereof
C When no hire agreement is received at this office, the above plant is accepted on hire under CPA
conditions only
D As all excavators may be required to be used as occasional cranes, a copy of the Exemption Certificate
HSE form No. 2513 shall be supplied with each machine.