BRETT GROUP - STANDARD CONDITIONS OF CONTRACT 1. DEFINITIONS “the Buyer” means Robert Brett & Sons Ltd or any Company which is a subsidiary or associate of Robert Brett & Sons Ltd. “the Seller” means the person with whom the Buyer has placed the Contract. “the Goods” means the subject matter of the Contract. “the Contract” means the Buyer’s enquiry, its purchase order and any supplement thereto and the Seller’s acknowledgement thereof (if any) but excluding any terms or conditions of contract to which the Seller’s acknowledgement is made subject. 2. BUYER’S CONDITIONS These conditions shall form part of the Contract. Unless any terms or conditions to which the Seller’s offer is made subject are expressly accepted by the Buyer in writing, they shall be excluded from the Contract. 3. VARIATION The Contract is limited to the provision of the Goods and the Buyer accepts no liability for any excess supplied over and above the stated quantities. 4. PRICE The Goods shall be supplied at the price or prices stated on the Buyer’s purchase order and no price variation shall be permitted without the prior written consent of the Buyer. 5. CONFLICT OF DOCUMENTS Should any of the documents issued by the Seller and the Buyer and which form part of the Contract conflict, the Buyer’s shall prevail. 6. ASSIGNMENT AND SUB-LETTING The Seller shall not assign the Contract. This shall not affect the Seller’s right to assign any money becoming due to him thereunder. The Seller may sub-let any part of the Contract, if the Buyer so agrees in writing, but will supply such copies of the sub-orders as the Buyer may require. The Buyer’s agreement shall not relieve the Seller of any of his obligations under the Contract. 7. TIME OF DELIVERY AND VESTING OF GOODS The date specified in the Contract for the delivery of the Goods shall be of the essence of the Contract. The Goods shall be come the property of the Buyer after he has accepted them at the place designated in the Contract for delivery. The Goods shall remain at the risk of the Seller until the Buyer has accepted delivery thereof. 8. PATENTS The Seller shall indemnify the Buyer against the consequences of all claims made against the Buyer for infringement of patents or other intellectual property rights arising from the use of the Goods by the Buyer or his customer. 9. SELLER’S DEFAULT Should it appear to the Buyer that the Seller has committed a breach of the Contract the Buyer may give notice of such default to the Seller and in the case of a default that the Buyer considers capable of being remedied, may require the Seller to remedy such default within 7 days from the date of such notice. In the case of a default not capable of remedy (which shall included but not be limited to late delivery) or a default capable of remedy but not remedied within 7 days of notice (or such longer periods as the Buyer may agree), the Buyer may terminate the Contract forthwith. 10. INSOLVENCY If the Seller dies or commits any act of bankruptcy or being a corporation appoints or has a receiver appointed or commences to be wound up, other than for purposes of amalgamation or reconstruction the Contract shall immediatelyterminate. 11. Termination under clauses 9 or 10 shall be without prejudice to all other rights of the Buyer arising therefrom. The Buyer shall not be liable to the Seller for any loss suffered by him as a result of the Buyer’s action. The Seller shall indemnify the Buyer against all costs, losses and expenses incurred by the Buyer, resulting from the termination of the Contract. 12. TERMS OF PAYMENT The Seller shall render invoices, for Goods delivered in any month by the 7th of the succeeding month to the Buyer’s usual place of business. If the Contract provides for a discount on invoices paid within a specified time, the Buyer shall be entitled for the purposes of calculating such discount, to treat invoices received after the 7th of the month as though they have been received on the 7th of the next month. 13. RIGHT OF SET-OFF The Buyer shall have the right to set-off against any amount due from him to the Seller any sum or sums which at the date of set off are due and owing to the Buyer under any contract whatsoever between either the Buyer and the Seller or between the Buyer and any company which is either a subsidiary or associate of the Seller. 14. DEFECTS LIABILITY 14.1 The Seller shall remedy, at his expense, all defects that may arise in the Goods through faulty workmanship, material or design. If the Seller does not fulfil his obligations under this clause within a reasonable time of the Buyer’s giving him notice so to do, the Buyer may carry out such obligations, but without prejudice to any right of the Buyer arising from the defects so remedied. 14.2 The Buyer shall have the right, without notice to the Seller, to assign to his customer the benefit of clause. 14.3 If the Contract requires a specified performance for the Goods in the Contract, the Seller shall be deemed to have warranted that the Goods will attain the required performance, notwithstanding any other provisions of the Contract. 15. CONSUMER PROTECTION ACT 1987 – HEALTH AND SAFETY AT WORK ACT 1974. THE CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH REGULATIONS 1988 AND PROVISION AND USE OF WORK EQUIPMENT REGULATIONS 1992. The Seller shall comply with all relevant legislation and subordinate legislation and matters of general law including but not limited to the above Acts and Regulations and shall send to the site manager at the site delivery address at the time of delivery, all adequate information including the identity of any substance hazardous to health, product data sheets and guidance notes relating to the safe use, handling and storage of goods, substances and articles supplied under the Contract, as required by law. 16. The Seller shall indemnify the Buyer against all losses, costs, damages, fines and expenses incurred in connection with any breach of these conditions by the Seller. 17. The Contract shall be governed by and interpreted in accordance with English Law. A:SRB/AEL/6
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