Purchase Order Terms & Conditions
The following Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.
In the absence of such a written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations of the purchase order (“Order”) issued by The Open Group (“Purchaser”) for the goods and/or services that are described on the face of the Order.
1. ACCEPTANCE AND TERMS AND CONDITIONS: Seller accepts the Order and any amendments by signing the acceptance copy of the Order and returning it to Purchaser promptly. Even without such written acknowledgment, Seller's full or partial performance under the Order will constitute acceptance of these Terms. By acceptance of the Order, Seller agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in the Order. These Terms may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
2. Authority: Purchaser shall not be liable for any Order amendment or instructions to proceed with Orders unless and until authorized or confirmed on Purchaser’s printed Order of amendment form.
3. Prices: Unless specifically agreed otherwise in writing all prices shall be fixed firm and not subject to any form of surcharge or variation.
4. Delivery: Any time or period for delivery dispatch or completion shall be of the essence. Purchaser shall be entitled to cancel the Order or any part thereof and/or claim reimbursement for all losses and expenses suffered in the event (a) Supplier fails to deliver goods or provide services in accordance with the terms of the Order, or (b) Supplier fails to make progress with the Order so as to jeopardise the purpose of the Order. Supplier undertakes to immediately notify the Purchaser in writing of any change in circumstances which may delay delivery.
5. Sub-contracting and Assigning: None of the work covered by the Order shall be sub-contracted without the prior permission of Purchaser except as is customary in the trade.
6. Inspection: Purchaser’s inspector or representative and any inspector or representative of Purchaser’s customer shall be entitled to witness the inspection or testing of goods or work which are the subject matter of the Order at any reasonable time at Supplier’s work or at the works of any of Supplier’s subcontractors.
7. Packing, Delivery and Marking: All goods supplied against the Order must be adequately protected against damage and deterioration in transit and delivered carriage paid or as otherwise notified in writing to Supplier and must bear Purchaser's Order number. The goods shall be at Supplier’s risk until delivered to Purchaser at the point specified in the Order unless Purchaser otherwise agrees in writing. Where Purchaser receives goods as unexamined, Purchaser’s right to subsequently inspect the goods and reject them if they do not comply with the specification or claim for shortage shall not be prejudiced. When goods are rejected they will be returned at Supplier’s risk and expense.
8. Passing of Property: Property in the subject matter of the Order shall pass to Purchaser no later than the time of delivery provided that any passing of title shall not prejudice either Purchaser’s right to reject for non-conformity with specification or any other rights that Purchaser may have under the Order provided that, where advance or progress payments are made, title but not risk shall pass to Purchaser as soon as items are allocated to the Order. All items so allocated shall be adequately marked an recorded as being the property of Purchaser.
9. Payment: Inattention to the following requirements could delay payment but no prompt payment discount shall be forfeited thereby:
(a) to send on the day of despatch for each consignment such advice(s) of dispatch and invoice(s) as may be indicated in the Order, or
(b) to send a monthly statement of account by the quoting the invoice numbers applicable to each item thereon, or
(c) to mark clearly Purchaser’s Order number on the consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence, or
(d) to provide any certificate or other documentation required under the Order.
All payment made will be without prejudice to Purchaser’s rights should the goods; materials or services prove unsatisfactory or not in accordance with Purchaser’s Order.
10. Suspension: In the event of any interruption of Purchaser’s business due to circumstances beyond Purchaser’s control such as but not limited to any industrial dispute, fire, explosion or accident which would prevent or hinder the use of goods or work which is the subject of the Order, Purchaser shall have the right to suspend the Order until such circumstances have ceased.
11. Confidentiality and Publicity: Supplier shall treat all information provided by Purchaser as confidential and use such information only for the purposes of performing Purchaser’s Orders. Where specifications or other data are issued, Supplier shall exercise proper custody and control and return/dispose of such in accordance with Purchaser’s instructions. Prior written consent shall be obtained from Purchaser before any publicity is issued by Supplier in connection with the Order.
12. Patent and Other Rights: Where development forms part of the Order the ownership any invention design or copyright arising from such development shall be transferred to Purchaser and Supplier shall cooperate as necessary to make such transfer effective as soon as any such right arises.
13. Defective Materials/Workmanship: Supplier will keep Purchaser indemnified in respect of all loss and/or expense which results during proper use directly or indirectly from defective materials, goods, workmanship, or design supplied by Supplier and Supplier will repair at Purchaser’s request or replace the defective item or items free of charge. Supplier will also keep Purchaser indemnified against any damage to Purchaser’s property (including any materials, tools, or patterns sent to Supplier for any purpose) and against any claims for loss of injury to any person or death of any person or to the property of any person by reason of Supplier’s negligence or any act or omissions on the part of Supplier’s employees, subcontractors or agents arising out of the performance of the Order.
14. Government and Other Special Conditions: Where the face of the Order is so endorsed, Special Conditions apply in the event of conflict such Special Conditions shall take precedence over these general conditions.
15. Insolvency: Purchaser shall be entitled at any time by notice in writing to terminate the contract without compensation to Supplier if: (a) Supplier becomes insolvent, or (b) Supplier makes any composition or arrangement with its creditors, or (c) Supplier passes any resolution for Supplier winding up, or any petition is presented for Supplier’s winding up.
16. Software: Where software is required to be supplied hereunder, Supplier warrants that Purchaser has been provided with any conditions of use or license terms relating to such software prior to the date of the Order. In the event that such conditions or license terms have not been provided, Supplier agrees to waive their application. Supplier warrants that Supplier is the owner of the copyright or other intellectual property to sell or sub-license the software to Purchaser.
17. Waiver: Any concession or indulgence made by Purchaser shall not be considered as a waiver of Purchaser’s rights under the Order unless specifically authorized in writing on Purchaser's printed order or amendment form.
18. Law: The construction, validity, and performance of the Order shall be governed by the Laws of England.