HPI UK HOLDING LTD.
TRADING AS ROSEWOOD LONDON
GENERAL CONDITIONS OF PURCHASE
These conditions shall apply to any contract (“the contract”) between HPI UK Holding Ltd (“the purchaser”) and any person, firm or company (“the Seller”) with whom the Purchaser places an order for the manufacture and/or supply of any food, beverage or like Goods (“the Provisions”) and supply of any equipment (“the Equipment”) or service. (The Provisions, Equipment and Service being hereinafter collectively referred to as “the Goods”).
1. Specification
a) The Seller shall give the Purchaser immediate notice of any proposed change in the specification of the Goods (“the Specification”); the Purchaser may refuse to accept such changes.
b) The Seller shall ensure that the Goods comply with the requirements of any status and regulations in effect at the date of delivery and commissioning.
c) The Seller will ensure that all Goods and materials to be provided will be fit for the purposes for which the Purchaser requires them (which it is the Seller’s duty to enquire if not known). All relevant British Standard Specifications and conditions shall be deemed to have been specified unless specifically excluded.
2. Description
It is of the essence of the Contract that the Goods will conform to their description.
3. Subcontracting
The Seller shall not sub-contract any part of its obligations here-unto without the Purchaser’s prior written consent provided that any such subcontract shall not relieve the Seller of any of its obligations under the Contract.
4. Inspection and Testing
a) The Purchaser shall have the right to inspect the Goods at reasonable times during their manufacture or while being stored.
b) Before delivering the Goods the Seller shall inspect and test them for compliance with the specification. If so requested by the Purchaser, the Seller shall permit the Purchaser to attend such inspection and testing and shall supply the Purchaser with copies of records relating thereto.
c) The Seller shall forthwith inform the Purchaser if it appears that the Goods are not in accordance with the specification or are unlikely so to accord within the time limits in the Contract; thereupon and without prejudice to the Purchaser’s rights to claim damages or subsequently to repudiate the Contract, the Seller shall deal with the Goods in such manner as the Purchaser may reasonably direct.
5. Delivery
a) The Seller shall at its risk and expense deliver the Goods to the location, in the manner and within the time limits in the Contract; any time agreed for the delivery of the Goods shall be deemed to be of the essence of the Contract. If the Goods are incorrectly delivered, Seller will be held responsible for any additional expense in delivering them to their correct destination.
b) The Purchaser shall as soon as reasonably practical give notice to the Seller of loss or damage to the Goods prior to and in the course of delivery. The Seller shall promptly repair or replace such lost or damaged Goods or give credit or refund in respect thereof as the purchaser shall reasonably request.
6. Passing of Property and Risk
a) Property in the Goods shall pass to the Purchaser on delivery in accordance with clause 5 or on the payment by the Purchaser of any part of the price of the Goods, whichever shall first occur.
b) Where property has passed to the Purchaser pursuant to sub-clause (a) and the Goods are in the Seller’s custody or control or stored to the Seller’s order, the Seller shall ensure that the Goods are clearly labelled as the Purchaser’s property.
c) Risk in the Goods shall be with the Seller while under their control. Risk in the Goods will only pass to the Purchaser when the Goods come under their control and not before.
7. Installation & Commissioning of the Equipment
a) Where equipment is to be installed, the Seller shall liaise with the Purchaser to ensure satisfactory installation and commissioning of the Equipment and, in particular, shall, in good time provide the Purchaser with all information necessary for the preparation of the installation site and the provision of services thereto.
b) Where any part of the installation or commissioning of the equipment is undertaken by the Seller’s employees or agents, the Seller shall indemnify the Purchaser against loss, damage, or personal injury arising therefrom.
8. Rejection
The Purchaser may by notice to the Seller after delivery reject Goods if any of the conditions or the Contract are broken. If the Purchaser shall be entitled to reject the Goods thereupon and without prejudice to the Purchaser’s rights to damages, or to repudiate the Contract, the Seller shall deal with the Goods, at their expense, in such manner as the Purchaser may reasonably direct.
9. Guarantee
a) The Seller shall if requested by the Purchaser promptly repair or replace any of the Goods which are found to be defective or not in compliance with the specification.
b) The Seller’s duties under sub-clause (a) shall be in addition to those implied in the Contract or by statute or custom and practice.
10. Health & Safety
The Seller shall comply with their duties under the Health & Safety at Work Act 1990 and Regulations made thereunder.
11. Indemnities
The Seller shall be liable for and shall indemnify the Purchaser, (Joint Venture Company or individually named entity) against all claims, losses and proceedings arising in respect of all losses, including but not limited to Financial Loss, Personal injury to or Damage to property of any person / entity arising out of or in the course of or caused by the performance or lack thereof, of the works/services/Goods supplied, unless due to any act or neglect of the Purchaser.
The Seller is obliged to hold in force all necessary Insurances as determined by the Purchaser, including, but not necessarily limited to, Professional Indemnity risks, Employers Liability, Public/Products Liability, Motor, Contractors All Risks or Engineering insurances with appropriate specific indemnities to the Purchaser and provide details to the Purchaser upon request. As a minimum the indemnity levels requested should amount to :
(as appropriate to reflect Duties and responsibilities )
or as otherwise stated in the conditions of trade.
The Purchaser may at their absolute discretion, refuse to accept any deliveries or services / advice from the Seller where such party fails to comply with such requests or has inadequate insurance.
12. Seller’s Duty to Insure
a) The Seller shall insure against its liabilities pursuant to Clause 7(b) and 11 prior to commencement of any work in such sum as may be agreed in writing between the Purchaser and the Seller as to indemnify the Purchaser and the Seller jointly and severally.
b) The Seller shall on request provide the Purchaser with copies of policies relating to the insurances referred to in this clause in default of which at the Seller’s expense the Purchaser may insure such risks on such term s for such sum s as it thinks fit.
c) The Seller shall where applicable hold all insurance monies payable pursuant to this clause in trust for the Purchaser.
13. Confidentiality
a) The Seller shall not reveal any information relating to the Purchaser’s business or its clients which may become known to the Seller through its performance of the Contract or otherwise save only that such information may be disclosed to the extent necessary for the proper performance of the Contract.
b) The Seller shall not without the Purchaser's prior written consent use any of the Purchaser’s names or trademarks in connection with the Contract or disclose the existence of the Contract in any publicity material.
14. Force Majeure
Should the manufacture, delivery or commissioning of the Goods be prevented or delayed by any act or circumstance beyond the Purchaser’s or the Seller’s reasonable control, the Purchaser may cancel the Contract.
15. Assignment
The Contract is not assignable by the Seller without the written consent of the Purchaser.
16. Set-off
The Purchaser shall be entitled to set off payment of any amount due to the Seller under the terms of this Contract or any other Contract between the Purchaser and the Seller.
17. Termination
If the Seller either (i) becomes insolvent, commits any act of bankruptcy or composition with its creditors, commences liquidation or winding up (other than voluntarily for the purpose of amalgamation or reconstruction) or has a receiver or Manager appointed for the benefit of its creditors, or (ii) commits a breach of the Contract and fails to remedy such breach within such reasonable period as the Purchaser may specify in writing (if practical), then the Purchaser may by written notice to the Seller forthwith terminate the Contract without incurring any liability to the Seller and without prejudice to the Purchaser’s rights which may have accrued up to date of termination.
18. Fixed Term Contracts
Where the Purchaser agrees to accept Goods or services from the Seller for a fixed term, whether specified on this order or not, no notice of termination will be given by the Purchaser to the Seller and the Contract will be deemed to have terminated on the agreed date.
19. Interpretation
a) These conditions shall apply to the exclusion of any of the Seller’s conditions.
b) No variation or addition to these conditions shall be effective unless contained on the face of the purchase order or in a written instrument signed by a Director or authorised official of the Purchaser.
c) It is agreed between the parties that this Contract is governed by English law and is subject to the exclusive jurisdiction of the English Courts except so far as the parties may agree to refer any disputes to commercial arbitration.
HPI UK Holding Ltd. Registered Office 7 Albemarle Street, London W1S 4HQ. Registered No.5598207 England.
