1. Definitions
1.1 “The Company” means Compass Point Business Services (East Coast) Ltd
1.2 “Goods” means the goods specified on the front of this Order.
1.3 “Services” means the services specified on the front of this order.
1.4 “Delivery Date” means the date specified on this order for delivery of the Goods or completion of the Services.
1.5 “Price” means the price payable by “The Company” for the “Goods” or “Services”.
1.6 “Supplier” means the person (which term shall include bodies corporate, unincorporated associations and partnerships) to whom this Order is addressed as specified.
2. Applicability of Conditions
2.1 Unless otherwise stated on the front of this Order these conditions shall form the basis of the contract between “The Company” and “The Supplier”. These conditions shall apply not withstanding anything to the contrary in any Suppliers terms or other document issued or sent by the Supplier. “The Company” may impose special conditions in writing and in the event of any inconsistency between the standard and special conditions the special conditions shall prevail.
2.2 Despatch or delivery of the “Goods” by the “Supplier” to “The Company” or commencement of supply of the ordered “Services” shall be deemed conclusive evidence of the “Supplier’s” acceptance of these and/or any special conditions.
3. The Price and Payment
3.1 The “Price” shall be as specified on this order. If a price is not specified on this Order the “Price” shall be determined in the manner set out on this order. The “Price” excludes VAT which shall be payable at the prevailing rate by “The Company”.
3.2 Payable of the VAT inclusive total shall be made by “The Company” within 30 days of receipt of a valid invoice. Unless otherwise arranged all payments will be by BACs transfer. Bank account details must be provided to “The Company” prior to payment being processed.
3.3 “The Company” may set off against any sums due to the “Supplier” any lawful set off or counterclaim to which “The Company” may be entitled.
4. The Goods/Services
4.1 The quantity and description of the “goods” and/or nature and extent of the “Services” shall be as set out on this order.
5. Standard of Goods and Services
5.1 The “Supplier” warrants that all “Goods” are fit for purpose, compliant with all applicable legislation and health and safety requirements.
5.2 The “Services” shall be performed by suitably qualified, trained, skilled, experienced and equipped personnel with reasonable care and in a manner compliant with all applicable legislation including health and safety requirements.
5.3 In all cases where “Services” are to be provided in any workplace the “Supplier” shall give reasonable notice to the appropriate Head or Manager before work commences and comply with requirements designed to minimise disruption and ensuring health and safety of all personnel.
6. Delivery of Goods and Performance of Services
6.1 The “Supplier” shall, in accordance with specified requirements, deliver to and unload the “Goods” at the address on the front of this order on, but no later than the “Delivery Date”.
6.2 All “Goods” must be adequately packaged, labelled and addressed. Any “Goods” damaged or lost in transit shall be notified to the “Supplier” who will repair or replace such “Goods” free of charge. “Delivery Date” will be amended to the date of receipt of the repaired/replaced “Goods”.
6.3 Unless otherwise agreed in writing by “The Company” the “Price” includes all delivery charges and costs.
6.4 The “Supplier” shall complete the performance of the ordered “Service” by the agreed “Delivery Date”.
7. Acceptance
7.1 “The Company” shall not accept any “Goods” until such “Goods” have been subject to inspection. “Goods” which are not in accordance with the Order may be rejected.
8. Title and Risk
8.1 Title and risk shall pass on delivery of the “Goods”.
9. Cancellation and Termination
9.1 “The Company” may cancel this order, by written notice, at any time before “Goods” are delivered. The “Supplier” to promptly return any sums paid in respect of the “Price”, “The Company” accepts no liability for any loss or damage arising from such cancellation.
9.2 “The Company” may terminate any contract for “Services” by giving reasonable written notice. “The Company” will pay for, satisfactory, work completed prior to termination but otherwise accepts no liability or loss whatsoever arising from such termination.
9.3 “The Company” may terminate any contract to which this Order relates forthwith by written notice if:-
9.3.1 the “Supplier” is in material breach of its contractual obligations and has failed to remedy the same within 14 days of notice by “The Company” of such breach; or
9.3.2 the “Supplier” becomes insolvent, is the subject of a bankruptcy order or petition, or proposes a voluntary arrangement with his creditors or any application is made for an interim order in connection therewith; or
9.3.3 the “Supplier” being a partnership any of the matters referred to in 9.3.2 applies to any partner, any partner dies or the partnership is dissolved; or
9.3.4 the “Supplier” being a Company becomes insolvent, goes into liquidation or if an administrator (or similar) is appointed in respect of all or any part of its business or assets or it makes an assignment for the benefit of or composition with its creditors generally or ceases or threatens to cease business.
10. Indemnity and Insurance
10.1 The “Supplier” shall indemnify “The Company” against all liabilities in respect of personal injury, loss of or damage to property caused by the “Goods” or their delivery or the performance of the “Services” except where such loss or injury can be attributed to “The Company” its servants or agents.
10.2 The “Supplier” shall maintain , and provide evidence on request of, adequate insurance against its liabilities under Clause 10.1.
10.3 Unless otherwise specified , to the extent that the “Services” include provision of professional or other advice or consultancy the “Supplier” shall maintain Professional Indemnity Insurance in the sum of £5,000,000.
11. General
11.1 The contract to which these conditions relate is not intended to confer any rights on any third party.
11.2 Notices shall be in writing , by first class post to the address on the front of this order, deemed delivered 2 working days after posting unless otherwise proved.
11.3 No delay or forbearance by “The Company” in enforcing the right under these conditions shall operate as a waiver of that or any other right.
11.4 To the extent that any individual provision be deemed illegal or unenforceable, by competent authority, the same shall be severed and the rest shall remain enforceable.
11.5 The contract to which this order relates shall be governed and interpreted in accordance with English Law.
