Terms & Conditions of Purchase
1 Interpretation
1.1 In these Conditions:
1.1.1 Contract means the agreement between the Customer and the Supplier for the sale and purchase of Goods or the provision of Services in accordance with these Conditions and the detail of the Order including any specific terms agreed and recorded in the Order.
1.1.2 Customer means Oxford Cryosystems Limited of 3 Blenheim Office Park, Lower Road, Long Hanborough, Oxford OX29 8LN.
1.1.3 Goods means the items detailed in the Order.
1.1.4 Order means the Customer's order for the Goods or Services and any specific terms agreed, both as recorded in the purchase order.
1.1.5 Services means any services detailed in the Order.
1.1.6 Specification means any specification for the Goods or Services provided to or agreed with the Supplier by the Customer.
1.1.7 Supplier means the company, sole trader or partnership supplying the Goods or Services to the Customer and includes its employees, agents and subcontractors.
2 Basis of contract
2.1 These Conditions and any specific terms agreed and recorded in the Order apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom or course of dealing. In the event of a conflict between these Conditions and any specific terms agreed and recorded in the Order, the terms of the purchase order shall take precedence.
2.2 The Order constitutes an offer by the Customer to purchase the Goods or Services in accordance with these Conditions. The Order shall be deemed to be accepted and the Contract shall come into existence on the earlier of: the Supplier issuing a written acceptance of the Order; or, the Supplier doing any act consistent with fulfilling the Order.
3 The Goods and Services
3.1 The Supplier shall ensure that the Goods:
3.1.1 correspond with the Order and the Specification;
3.1.2 are of satisfactory quality and are fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly;
3.1.3 are free from defects in material, design (unless designed by the Customer) and workmanship;
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery.
3.2 The Supplier shall ensure that the Services:
3.2.1 correspond with the Order and the Specification in all material respects;
3.2.2 are performed with no less than reasonable skill and care by appropriately qualified and experienced individuals;
3.2.3 are delivered promptly and within any agreed timetable.
3.3 In the event that the Supplier uses a subcontractor to provide any or all of the Goods or Services the Supplier shall:
3.3.1 assume responsibility for the quality of goods or services supplied by the subcontractor and for the subcontractor’s performance, including any delay;
3.3.2 indemnify the Customer against any cost, loss or liability incurred by the Customer as a result of any action or omission of the subcontractor.
4 Delivery
4.1 Title in the Goods shall pass to the Customer on delivery save that the Customer may subsequently reject the Goods as set out below.
4.2 The Supplier shall:
4.2.1 deliver the Goods properly packed and secured;
4.2.2 ensure that the Goods are accompanied by a delivery note which shows the date of the Order, the Order number (if any), the Supplier delivery reference number, the type and quantity of the Goods and any special storage instructions.
4.3 The Supplier shall deliver the Goods:
4.3.1 on the date specified in the Order, or, if no such date is specified, within 28 days of the date of the Order;
4.3.2 to the delivery address shown on the Order or as instructed by the Customer prior to delivery;
4.3.3 during the Customer's normal business hours, or as instructed by the Customer;
4.4 If the Supplier:
4.4.1 delivers 20% less than the quantity of Goods ordered, the Customer may reject the Goods; or
4.4.2 delivers 10% more than the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods.
4.5 Any rejected Goods remain at the Supplier’s risk and shall be returned at the Supplier's risk and expense.
5 Remedies
5.1 If the Goods or Services fail to meet the Specification, or are not of the required quality, or (in the case of Services) are not performed with reasonable skill and care by appropriately qualified and experienced individuals the Customer may, at the Customer’s discretion:
5.1.1 cancel the Order;
5.1.2 in the case of Goods, reject the Goods and require the Supplier to repair or replace the rejected Goods within a reasonable time, or to provide a full refund of the price paid;
5.1.3 in the case of Services, require the Supplier, at no further cost to the Customer, to repeat the Services or to take steps to fulfil the Specification;
5.1.4 recover from the Supplier any direct costs incurred by the Customer as a result of the failure including (but not limited to):
5.1.4.1 the reasonable costs incurred in: obtaining substitute goods or services of the required specification or quality; repairing or adapting the Goods; storing, transporting or insuring the Goods;
5.1.4.2 any charge or cost imposed on the Customer or incurred by the Customer’s customer and arising directly from the failure.
5.2 Where the Goods or Services are not provided on the due date or in accordance with any agreed timetable:
5.2.1 the Supplier shall pay the Customer reasonable compensation in respect of the costs actually or reasonably likely to be incurred by the Customer as a direct result of the delay; and/or
5.2.2 the Customer may cancel the Order.
5.3 These Conditions shall apply to any repaired or replacement Goods or repeated Services supplied by the Supplier.
6 Indemnity and Insurance
6.1 The Supplier shall indemnify the Customer in full against all costs, expenses, damages and losses (whether direct or indirect) suffered or incurred by the Customer in connection with any claim made:
6.1.1 for actual or alleged infringement of a third party's rights in connection with the supply or use of the Goods or Services, to the extent that the claim is attributable to the Supplier’s acts or omissions;
6.1.2 in connection with the supply of the Goods or Services, to the extent that such claim arises out of any breach, negligence or delay by the Supplier; and
6.1.3 for death, personal injury or damage to property arising in connection with defects in the Goods or Services, to the extent that the defect is attributable to the acts or omissions of the Supplier.
6.2 The Supplier shall, at all material times, maintain adequate insurance on an event basis.
7 Price and payment
7.1 The price of the Goods or Services shall be the price set out in the Order. The price is exclusive of VAT but includes packaging, insurance and carriage costs, except where such costs are set out separately in the Order. No extra charges shall be effective unless agreed in writing and signed by the Customer.
7.2 The Supplier may invoice the Customer on or at any time after delivery or as agreed and recorded in the Order and the Customer shall pay correctly rendered invoices within 30 days of receipt. Payment shall be made to the Supplier’s nominated bank account.
8 General
8.1 If any provision of these Conditions is held to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.
8.2 Any variation to the Contract shall only be binding when agreed in writing and signed by the Customer.
8.3 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed according to, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.