In these conditions
“the Trust” means Alpha Academies Trust
“the Supplier” means the supplier named in the Purchase Order
“the Goods” means any such goods or services as are to be supplied to the Trust by the Supplier (or by any of the Supplier´s Sub-contractors) pursuant to or in connection with the order (“the Order”).
2 The Goods/Services
2.1 The Goods or Services shall be to the reasonable satisfaction of the Trust and shall conform in all respect with any particulars specified in this Order and in any variations thereon.
2.2 The Goods shall be a good construction, sound materials, and of adequate strength, shall be free of defects in design materials and workmanship and shall conform in all respect with the requirement of any statutes, orders, regulations, standards or bye-laws from time to time in force.
2.3 The Goods shall be fit and sufficient for the purpose which such goods are ordinarily used and for any particular purpose made known to the supplier by the Trust and the Trust relies on the skill and judgement of the supplier in the supply of the Goods and the execution of the Order.
2.4 The Trust shall not be liable for payment in respect of any delivery of Goods or the provision of Services which have not been requested by the Trust by the issue of a properly authorised official Purchase Order or in accordance with paragraph 2.5 below.
2.5 In exceptional circumstances an official of the Trust may agree an order with the Supplier by telephone, facsimile or e-mail. This will not be binding upon either party unless an official Trust purchase order number is advised to the Supplier and the contract is confirmed by the issue of an official purchase order within 72 hours of the event taking place.
2.6 The Trust shall not be liable for any changes to the requirements set out in a Purchase Order unless confirmed by the issue of official Purchase Order Amendment.
3 The Price
3.1 The price of the Goods shall be as stated on the Purchase Order and no increase will be accepted by the Trust unless agreed in writing before the execution of the Order.
3.2 No charges will be allowed for taxes, import duties, transportation, packaging, packing, returnable containers, documentation, and media unless otherwise agreed. All sales, use, excise, or similar taxes to be paid by the Trust must be itemised separately in the Order and on invoices.
3.3 Unless otherwise agreed in writing by the Trust, the Supplier shall render a separate invoice in respect of each consignment delivered under this Order. The invoice shall be addressed to the Alpha Academies Trust c/o the relevant trading entity at the address on the purchase order or as requested..
3.4 Payment shall be due 30 days after receipt of the goods and a correct invoice unless agreed otherwise in writing by an authorised official.
4.1 Unless otherwise agreed by the Trust time of delivery of the Goods or performance of the Services is of the essence of the Contract. Failure to deliver within the time promised or specified shall enable the Trust (at its option) to be released from any obligation to accept and pay for the Goods and/or to cancel all or part of the order therefore, in either case without prejudice to the Trust’s other rights and remedies.
4.2 The Goods shall be delivered to the place named on the Purchase Order. Any access to premises and any labour and equipment that may be provided by the Trust in connection with the delivery shall be provided without acceptance by the Trust of any liability whatsoever and the Supplier shall indemnify the Trust in respect of any actions, suits, claims, demands, losses, charge costs and expenses which the Trust may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractor.
4.2 The Supplier shall on delivering goods, obtain the signature of an authorised member of staff of the establishment specified on the order form as an acknowledgement of delivery. Such acknowledgement does not constitute an admission by the Trust that the quality or quantity of the goods corresponds with the requirements of the Contract.
5 Property and Risk
Property and risk in the Goods shall without prejudice to any of the rights or remedies of the Trust (including the Trust´s right and remedies under Condition 7 thereof) pass to the Trust at the time of delivery.
6 Damage in Transit
6.1 On dispatch of any consignment of the Goods the Supplier shall send to the Trust an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the Trust shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Trust provided that:
(a) in the case of damage to such Goods in transit the Trust shall within thirty days of delivery give notice to the supplier that the Goods have been damaged.
(b) In case of non-delivery the Trust shall (provided that the Trust has been advised of the dispatch of the Goods) within ten days of the notified date of delivery give notice to the supplier that the Goods have not been delivered.
7 Inspection, Rejection and Guarantee
7.1 The Supplier shall permit the Trust or its authorised representative to make any inspection or test that the Trust may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at its premises. No failure to make complaint at the time of such inspection or test and no approval given during or after such test or inspection shall constitute a waiver by the Trust of any rights or remedies in respect of the Goods.
7.2 The Trust may by written notice to the Supplier reject any of the Goods which fail to meet requirements specified in the Order. Such notice shall be given within a reasonable time after delivery to the Trust of the Goods concerned. If the Trust shall reject any of the Goods pursuant to this condition the Trust shall be entitled (without prejudice) to his other rights and remedies either:
(a) to have the Goods concerned as quickly as possible either repaired by the supplier or (as the Trust) shall elect replaced by the Supplier with Goods which comply in all respect with the requirements specified herein: or
(b) to obtain a refund from the Supplier in all respect of the Goods concerned.
7.3 The guarantee period applicable to the goods shall be 12 months from putting into service or 18months from delivery, whichever shall be the shorter (subject to any alterative guarantee arrangement agreed in writing between the Trust and the Supplier). If the Trust shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any of other right and remedies which the Trust may have) as quickly as possible remedy such defects (whether by repair or replacement as the Trust shall elect) without cost to the Trust.
7.4 Any Goods rejected or returned by the Trust as described in paragraphs 7.2 & 7.3 shall be returned to the Supplier at the Supplier´s risk and expense.
8 Labelling and Packing
8.1 The Goods shall be packed and marked in a proper manner and in accordance with the Trust´s instruction and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number the net, gross and tare weight, the name of the contents shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Trust against all actions, suits, claims, demands losses, charges, cost and expenses which the Trust may suffer or incur as a result of or in connection with any breach of this condition.
8.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier´s advice note states that such materials will be charged unless returned. The Trust accepts no liability in respect of the non-arrival at the Supplier´s premises of empty packages returned by the Trust unless the Supplier shall within ten days of receiving notice from the Trust that the packages have been dispatched notify the Trust of such non-arrival.
8.3 Maximum use must be made of recycled materials in the manufacturing of crates, pallets, boxes, cartons, cushioning and other forms of packing, where these fulfil other packing specification. Packaging specification should be reviewed periodically to ensure that no unnecessary limitation on the use of recycled materials exists.
9 Force Majeure
Neither party shall be liable or deemed to be in default on account of any delay in delivery or the performance of any other act under this Contract due to circumstances which could not have been contemplated and which are beyond the party´s reasonable control, provided that the party claiming hereunder shall notify the other as soon as possible of the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay