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Terms and conditions of supply (premium)

These terms and conditions cover the supply of goods by one business to another. The core provisions of these terms and conditions cover the supply itself (which may be by delivery or collection), the transfer or title to the purchaser, the purchaser's obligations in relation to the goods, charges and payments, goods-related warranties, limits upon the parties' liability, and termination of the contract. In addition, a range of optional provisions are included covering such matters as intellectual property rights in the goods, complaints, breach of warranty procedures and indemnities. A skeleton order form is included. This document is not designed for particular categories of goods, but if you are supplying goods under high value contracts, or are supplying goods that present particular legal or practical risks, you should take legal advice on the terms of supply. Also, this document is not suitable for international or large-scale shipments of goods.

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Terms and conditions of supply (premium) contents

  1. Definitions: definitions.
  2. These Terms and Conditions
    :
    document exclusivity for products;
    Customer
    's documentation excluded from product contract;
    The Customer
     waives right to rely on own T&Cs.
  3. Term: commencement of term; end of term: after product delivery and payment; each contract distinct (order form).
  4. Supply: products to be collected; products to be delivered; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
  5. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
  6. Customer
    obligations:
    Customer
     not agent etc;
    Customer
     must not give product warranties etc;
    Customer
     must comply with laws etc; no reverse engineering of products; protection of first party reputation and goodwill.
  7. No assignment or licence of Intellectual Property Rights: no assignment or licence of intellectual property rights.
  8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
  9. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
  10. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  11. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  12. Complaints:
    Supplier
     complaint handling.
  13. Warranties: first party product warranties; exclusion of implied warranties and representations.
  14. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.
  15. Supplier
    Indemnity:
    first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
  16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap upon services contract.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination if force majeure prevents product supply; termination by first party upon breach; termination by second party upon breach; termination upon insolvency; termination upon non-payment.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. Notices: methods and deemed receipt of contractual notices; first party contact details for contractual notices; substitute contact details for notices.
  21. Assignment: assignment by first party; assignment by second party.
  22. No waivers: no unwritten waivers of breach; no continuing waiver.
  23. Severability: severability of whole; severability of parts.
  24. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  25. Variation: variation in writing and signed.
  26. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  27. Law and jurisdiction: governing law; jurisdiction.
  28. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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