Terms & Conditions of Purchase

  1. No variation or alteration of these Terms and Conditions or of this Purchase Order (“the Order”) shall be effective unless expressly accepted in writing by Baty International Limited (“the Buyer”).

  2. If any term or condition of the Order or in these Terms and Conditions is not fully observed the Buyer shall have the right to cancel the order without liability and without prejudice to any other rights which the Buyer may have.
  1. Unless otherwise shown on the Order all prices shall be deemed to be inclusive of, inter alia packaging, freight and insurance costs, delivery charges and customs dues and in no event will the Buyer be liable to make any payment for, or in respect of, the goods furnished pursuant to the Order (the Goods”) or otherwise in excess of such prices. All prices shall be deemed to be exclusive of VAT which shall be invoiced by the party to which the Order is addressed (“the Supplier”) at the rate current at the date of the relevant Tax Point.
  1. The property in the Goods shall pass to the Buyer on payment of their purchase price or their delivery to the Buyer, whichever shall first occur, but the Goods shall remain at the Supplier’s risk until delivery of the Goods to the Buyer has been completed
  1. Without prejudice to any implied terms of the contact between the Buyer and the Supplier in respect of the Goods (“the Contract”) the Goods shall be so designed and manufactured as to be safe and without risk to health when properly used. The Buyer shall be supplied with adequate information and instructions as to the use to which the Goods are designed to be put, in particular to ensure that, when put to use, the Goods will be safe and without risk to health.
  1. It is a condition of the Contract that the Supplier will carry out inspection and testing to ensure compliance with the Contract. The Buyer will rely on such inspection and testing.
  1. Without prejudice to any implied terms of the Contract the Supplier warrants that the goods are free from defects in design, materials and workmanship, comply with all applicable standards, (including, but not by way of limitation, any standards listed in the Order) and that any instructions or advice provided as to the use of the Goods are in accordance with the best practice. The Supplier shall defend, indemnify and hold the Buyer harmless against all claims of whatever nature (including, but not by way of limitation, claims which result in the award of punitive damages) caused by or arising out of any failure to comply with the terms of the above warranty.
  1. The Supplier shall indemnify the Buyer in full from and against all claims, proceedings and demands made or brought against the Buyer and all costs, charges, losses or expenses suffered by the Buyer, whether in contract, tort or otherwise, arising out of any infringement, or alleged infringement or, any patent registered design, trade mark, copyright or other protected right in respect of the ownership, possession, use or disposal of the Goods, or any part or component thereof, by the Buyer. If any claim, proceeding or demand is made or brought or threatened against the Buyer in relation to which this indemnity operates the Supplier shall be notified thereof and, if so required the Buyer, the Supplier shall take over the conduct of any litigation or settlement negotiations resulting therefrom and shall supply such information as to the state of such litigation or negotiations as the Buyer may require from time to time but no settlement of any claim or proceedings shall be concluded by the Supplier without full disclosure of the terms thereof to, and the consent to such terms by the Buyer.

  2. If the Goods comprise a number of items of the same description and after any such item of Goods has been sold on by the Buyer to its customer in the course of the Buyer’s business as a distributor of electronic and electrical components the Buyer becomes aware of a defect in an item of Goods which has caused or is likely to cause injury to individuals or damage to property the Buyer shall be entitled to recall all items of Goods of the same description as the defective item and in deciding the extent, method and terms of such recall, which may also involve the repair of replacement of the Goods, the Buyer shall have regard to the nature of the defect, the likelihood and nature of the injury or damage which resulted or might result therefrom and to the information and assurance given by the Supplier to the Buyer in relation to such matters, in the event of a recall of the Goods, or of Goods of which the Goods form part, being decided upon by the Buyer, of which notice shall be given to the Supplier as soon as practicable, the Supplier shall indemnify the Buyer against all the costs and expenses incurred by the Buyer in making the recall, which without limiting the generally of the Supplier’s indemnity shall extend to the costs of reimbursing to a third party the price paid for the Goods together with the costs of the third party in returning the Goods to the Buyer and the costs of the Buyer in ascertaining, by advertising or otherwise, the identity and whereabouts of the persons in the possession of the Goods to be recalled and in contacting them. This indemnity shall not prejudice or affect any other right which the Buyer may have against the Supplier arising out of any defect in the Goods causing actual injury to any individuals or actual damage to property.

  3. The Contract shall be governed by the law of England and both the Buyer and the Supplier hereby submit to the jurisdiction of the English Courts.


Updated on February 10, 2012 19:01