General Conditions of Sale
Issue 6 - February 2007
1.0 Definitions
1.1 In these general conditions of sale the following words shall have the following meanings unless the context requires otherwise.
1.2 Purchaser means the company or firm who have entered into a Contract with SPP for the supply of the Goods or Services.
1.3 Contract means SPP's quotation for the supply of the Goods or Services together with the Purchaser's acceptance thereof as received by SPP and any relevant current schedules of prices rates or conditions which relate to the supply of the Goods or Services.
1.4 Goods or Services means the deliverable equipment or services stated in the Contract or in the absence of a quotation in accordance with SPP's published schedules.
1.5 Price means the price of the Goods or Services which is stated in the Contract.
2.0 Conditions of Sale and Precedence
2.1 The conditions of sale which bind the parties to the Contract are the general conditions of sale which are stated in this document and unless expressly agreed otherwise in writing by SPP these conditions of sale will take precedence over any other conditions which may be proposed by the Purchaser and which may be included in requests for or acceptances of quotations or purchase orders or any other document.
2.2 The Purchaser acknowledges that it has not relied on any statement promise or representation made or given by or on behalf of SPP which is not stated in the Contract.
3.0 Documents and Product Design
3.1 Drawings and documents which are provided by SPP for the purpose of description of the Goods and/or installation and operation of the Goods shall remain the property of SPP and the Purchaser shall not copy or transmit such drawings or documents to any third party without SPP's prior written agreement.
3.2 Unless otherwise provided in the Contract SPP will provide one hard copy of an operation and maintenance manual in the English language for all equipment which is included in the Goods. Further copies of operation and maintenance manuals may be supplied at additional cost.
3.3 Provision of manufacturing drawings will be at SPP's sole option unless agreed otherwise in the Contract.
3.4 Intellectual property rights in the Goods will remain at all times with SPP. The Purchaser may not replicate or reproduce the Goods or any part thereof without the express written permission of SPP.
4.0 Works Testing
4.1 If works testing is included in the scope of the Goods such testing will be undertaken at SPP's works or at the works of SPP's supplier(s) during normal working hours and in accordance with SPP's standards. The results which are obtained from such tests will take precedence over any other testing and will be conclusive for the demonstration of the performance of the Goods.
4.2 Testing in accordance with standards other than SPP's standards can be undertaken at additional cost.
4.3 If works testing is not included in the scope of the Goods the performance data provided by SPP will be conclusive for the demonstration of the performance of the Goods.
4.4 Testing will be unwitnessed unless otherwise specified in the Contract. In the event that witnessing of works testing is required such works testing will be undertaken during normal working hours and SPP will provide the Purchaser with a minimum of 7 calendar days notice that the tests are to be undertaken. If the Purchaser does not attend the works tests which it had previously ordered to be witnessed the test results will be construed in accordance with condition 4.1 herein and the witnessing cost will remain in the Price.
5.0 Delivery and Risk
5.1 Delivery time will commence from the time that SPP is in receipt of full and sufficient information from the Purchaser to enable SPP to proceed with uninterrupted manufacture of the Goods. Delivery dates are estimates only and time for delivery shall not be made of the essence by notice. SPP will advise the Purchaser promptly of any change in delivery time from that which was included in SPP's quotation or order acknowledgement
5.2 SPP shall not be liable for any direct or consequential loss to the Purchaser which results from delayed delivery of the Goods nor shall the Purchaser be entitled to terminate or rescind the Contract on the grounds of delayed delivery unless the delay exceeds 30 calendar days.
5.3 Delivery terms and the passing of risk shall be in accordance with Incoterms 2000 as stated in the Contract. If delivery terms are not stated in the Contract the delivery terms and the passing of risk will be in accordance with Incoterms 2000 EXW.
5.4 At SPP's option the Goods may be provided in part shipments.
5.5 Where SPP is responsible for delivery of the Goods and the Goods have not been received or were received in a damaged condition the Purchaser shall advise SPP in writing within 72 hours of SPP's notice that the Goods have been despatched. In the absence of such advice the Goods will be deemed to have been received in good condition.
5.6 In the event that the Goods are ready for despatch or collection and the Purchaser requires despatch or collection to be delayed SPP will be entitled to payment for the Goods pursuant to condition 8.0 herein plus reimbursement of storage costs.
6.0 Termination
6.1 In the event that the Purchaser terminates the Contract other than pursuant to condition 5.2 herein SPP shall be entitled to immediate payment for all work undertaken and all equipment which has been purchased by SPP on behalf of the Purchaser up to and including the termination date.
7.0 Bonds and Guarantees
7.1 Unless an agreed text for a bond or guarantee is included in the Contract the text for any bond or guarantee which SPP subsequently agree to provide will be in accordance with the guarantor's standard text and at additional cost.
7.2 SPP can provide pro forma guarantee texts on request.
8.0 Payment
8.1 At the time of SPP's quotation SPP will advise the Purchaser whether payment for the Goods or Services must be made in advance of despatch or collection or by irrevocable letter of credit issued by a bank which is acceptable to SPP or whether at SPP's sole discretion and subject to satisfactory references and other information credit terms will be extended. Where credit terms are agreed SPP will issue an invoice when the Goods are despatched or collected or are ready for collection and payment will become due in accordance with the agreed payment terms. Where it has been agreed that credit will be granted but no terms have been specified by SPP payment will become due 30 calendar days after the invoice date.
8.2 Time for the payment of SPP's invoice is of the essence. In the event of late payment of SPP's invoice SPP will be entitled to recover late payment interest at an annualised rate of 3% above the Bank of England interest rate at the time of the debt.
8.3 In the event of non-payment of SPP's invoice SPP may suspend all further work on the Contract and any other contract with the Purchaser until such payment is received. In the event of extended non-payment SPP may recover the debt through the courts.
8.4 In the event of non-payment of SPP's invoice SPP's liability for the rectification of defects pursuant to condition 10.0 herein will be suspended.
9.0 Retention of Title
9.1 Until the Purchaser has paid SPP's invoice for the Goods in full, title to the Goods remains with SPP. In the event of non-payment of SPP's invoice pursuant to condition 8.4 herein SPP will be entitled to repossess the Goods.
9.2 All of SPP's costs and expenses which it may incur in repossession of the Goods will be paid by the Purchaser.
9.3 The retention of title shall not affect the passing of risk pursuant to condition 5.3 herein.
10.0 Liability for Defects
10.1 New Goods - SPP will rectify any defect in the design manufacture or workmanship during the shorter period of 12 months from installation or 18 months from delivery or collection at no cost to the Purchaser.
10.2 Spare parts and repaired or reconditioned Goods - SPP will rectify any defect in the design manufacture or workmanship in such Goods for a period of 6 months from delivery or collection at no cost to the Purchaser.
10.3 Site services - SPP will rectify any defect in work which is undertaken by its site services personnel for a period of 6 months from the completion of the work.
10.4 The Purchaser shall give SPP written notice of its belief that all or part of the Goods or Services are defective before the expiry of the periods stated in conditions 10.1 to 10.3 herein inclusive in order to obtain repair or rectification of the Goods at no cost.
10.5 At SPP's option during the defects liability period(s) SPP will make good or repair or supply replacement parts in order to return the Goods to their condition at the time of despatch or collection.
10.6 Parts which are removed from the Goods as a result of replacement will become the property of SPP to facilitate an investigation into the cause of the failure or defect.
10.7 Parts of the Goods which are free issued to SPP by the Purchaser and/or defects which arise because of the Purchaser's design or specification are not covered by these defects liability provisions.
10.8 Consumable parts which will include but will not be limited to lubricating oil and grease antifreeze filter elements and drive belts and failures caused by normal wear or deterioration are not covered by these defects liability provisions. Consumable parts will be replaced without charge if replacement is required because of another failure for which SPP is liable.
10.9 SPP will agree with the Purchaser whether the Goods or any part thereof which require repair or rectification shall be returned to SPP's works or will be repaired or rectified at the place of use during normal working hours. In either case if after examination of the Goods or any part thereof which is claimed to be defective it is determined by SPP that the Goods or any part thereof were not defective pursuant to the terms of condition 10.0 herein SPP will issue an invoice to the Purchaser for the work which was undertaken on the Purchaser's behalf. SPP will notify the Purchaser in writing immediately if it determines that a failure was not covered by SPP's defects liability responsibilities in order that the Purchaser can instruct SPP to cease work or continue with the work at the Purchaser's cost.
10.10 In the event that repair or rectification work is undertaken at the place of use the Purchaser shall provide adequate access to the Goods and if the Purchaser is unable or unwilling for the repair or rectification work to be undertaken during normal working hours SPP may with the prior written agreement of the Purchaser to pay SPP's overtime costs undertake the work in accordance with the Purchaser's requirements.
10.11 The Purchaser shall install and operate the Goods strictly in accordance with SPP's instructions.
During the defects liability period the Purchaser shall:
- Periodically inspect and maintain the Goods in accordance with the requirements of SPP's operation and maintenance manual.
- Maintain records of the inspection and maintenance which has been carried out.
- Only use the Goods for the purpose for which they were provided and only utilise properly trained personnel to operate the Goods.
- Not modify the Goods without SPP's prior written consent.
- Not attempt to repair the Goods without the prior written consent of SPP. Any such repairs will be at the Purchaser's cost.
11.0 Consequential Loss / Third Party Liability
11.1 SPP shall not be liable for any loss of production or loss of use or loss of profit or any other consequential economic or indirect loss whatsoever which may be incurred by the Purchaser in relation to the Contract.
11.2 SPP shall not accept any liability towards third parties save for liabilities imposed by law.
11.3 The Purchaser's statutory rights are not limited or affected by any of the terms in these general conditions of sale.
12.0 Disputes and Applicable Law
12.1 The Contract shall in all respects be governed by and interpreted in accordance with the laws of England. English law shall govern the procedure of any adjudication pursuant to condition 12.2 herein.
12.2 In the event of a dispute SPP and the Purchaser shall make every reasonable effort to settle the dispute amicably. In the event of a failure to reach an amicable agreement either party may provide the other party with 14 days notice that they wish the dispute to be resolved by adjudication. The selection of the adjudicator and the terms of reference are to be agreed between the parties.