Terms & Conditions of Purchase
Each Purchase Order placed by ARC Group Asia for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.
1. INTERPRETATION:
The following definition and rules of interpretation apply to these conditions.
a) “Seller” means the person, firm or company who sells the goods to the Buyer.
b) “Buyer” means ARC Group Asia (ARC) and its member companies.
c) “Agreement” means the agreement between Seller and Buyer for the purchase and sale of Goods and/or Services.
d) “Goods” means the goods that are required to be delivered by Seller pursuant to a Purchase Order, and include all materials, component parts, packaging and labeling of such goods.
2. ACCEPTANCE:
This purchase order is limited to the terms and conditions specified on the face of this purchase order and this document and any attachments referenced therein. Buyer does not agree to any proposed addition, alteration, or deletion by the Seller unless agreed to in writing by the parties. Any other statement or writing of Seller shall not alter, add to, or otherwise affect these terms and conditions.
3. CONFIDENTIALITY:
Seller shall keep confidential all information designated as confidential by Buyer or reasonable known to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller by Buyer in connection with this purchase order. Seller shall not disclosure such information to any third party without the written consent of Buyer and shall not use Buyer’s Confidential Information except as contemplated in this purchase order.
4. INSPECTION:
All items are subject to final inspection and acceptance by Buyer and the end user at the destination notwithstanding any prior payment or inspection at the source. Acceptance of any items by Buyer shall not be deemed to alter the obligations of Seller or the rights of Buyer and its customers under the Warranty clause or any other provision of this purchase order. The Requirements for items for inspection are as follows:
i) Certificate of Compliance (for specific customer/project): This COC must accompany the shipment, without it buyer shall not accept the material.
ii) All seller documents must mention the name of the project (any exception, should be agreed with Buyer)
iii) Material Test Certificates (for specific customer/project): This MTC must accompany the shipment, without it buyer shall not accept the material.
iv) Buyer shall be entitled to return rejected Goods to Seller at Seller’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer.
5. WARRANTY:
a) Product Warranties: Seller warrants to Buyer that during the Goods Warranty Period all Goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Buyer, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to Buyer; and (viii) compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.
b) Service Warranties: Seller shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Seller; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Buyer may object to any of the Seller’s personnel engaged in the performance of Services who, in the reasonable opinion of Buyer, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Seller shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Buyer.
c) Intellectual Property Warranty: Seller further warrants to Buyer that at all times all Goods and or Services (including any Deliverable) shall not be in violation of or infringe any Intellectual Property Rights of any person.
d) Manufacturer Warranties: Seller shall assign to Buyer all manufacturer’s warranties for Goods not manufactured by or for Seller, and shall take all necessary steps as required by such third party manufacturers to effect assignment of such warranties to Buyer.
6. SHIPMENT OR DELIVERY:
Time is of the essence for shipment or delivery and to any other performance required of Seller. Shipment
or delivery shall be in accordance with the schedule set out in the purchase order and in exact quantities ordered. If it appears Seller shall not meet such schedule or if Seller fails to meet such schedule, Seller shall, upon request of Buyer and in addition to any other rights or remedies provided to Buyer by law or under this purchase order, ship via expedited routing necessary either to meet such schedule or to recover the maximum possible time lost by failure to ship or deliver on schedule, and the difference for the expedited routing and the purchase order routing cost shall be borne by Seller.
7. PACKING AND SHIPPING:
All items must be properly prepared for shipment to secure lowest transportation rates and comply with carrier regulations. No charges shall be paid by Buyer for packing, crating, or cartage unless so stated in the order. All shipments to be forwarded on one day via one route must be consolidated. To the extent practicable, items ordered under separate Purchase Order Numbers shall be segregated within the pallet, box or shipping container. A separate packing sheet for each order included in a shipment, showing Purchase Order Number, must be included with each shipment.
8. INDEMNITY:
Seller shall indemnify, hold harmless, and defend Buyer, its Affiliates and their respective officers, directors, agents, representatives, employees, subcontractor s, customers, users of Seller's goods and services from any and all claims (including, without limitation, claims by vends of Buyer), liabilities, damages and expenses (including attorneys' fees) arising from or related to (i) the negligence (including strict liability), gross negligence or deliberate misconduct of Seller, its affiliates and their respective employees, contractors, subcontractors, vendors and agents (the “Seller Parties”), (ii) contamination of or adverse effect on the environment, (iii) violation of any law or regulation or (iv) alleged infringement of any patent, copyright or trademark or violation of any other intellectual property right of a third party. This indemnity shall apply without regard to whether the claim, damage, liability or expense is based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity shall survive delivery and acceptance of goods or services.
9. The Company will accept no liability for goods delivered which are not covered by an official purchase order.
10. ARC reserve the right to reject any product found to be defective or inferior in quality, either on receipt or during process in our works. The Supplier will be charged for the cost of the carriage involved in the return of such products.
11. Delivery of goods shall be made on the date stated, otherwise ARC reserve the right to cancel all or any part of the order without liability to ourselves.
12. An Advice Note bearing ARC Order Number is to be sent with all goods and a duplicate thereof must be posted on the day the goods are dispatched to the address from which the order was issued.
13. Invoices bearing ARC Order Number must be sent immediately after dispatch of the goods to ARC Accounts Department.
14. One statement of account covering transactions with all works must be rendered monthly to ARC Accounts Department.
15. Unless specifically agreed in accordance with the accepted practice of any trade, special dies, tools or patterns used in the manufacture of the articles for herein shall be the property of the Buyer. In either case they shall be kept in good condition, and from time to time replaced by the Seller without expense to the Buyer, except that changes due to the Buyer’s change of design or specification shall be paid for by the Buyer. No special dies, tools or patterns for which the Buyer has paid full or part cost shall be used for the manufacture of other articles, or to the order of any third party except with the express consent of the Buyer in writing, and at the exhaustion of their useful life shall be disposed of as the Buyer shall direct.
8. It is a condition of this order that while tools, equipment or materials being the property of the Buyer and loaned to you in connection with this order are in your care and custody of control, and you will insure them and keep them insured against fire, burglary and all other insurable risks as necessary. All monies, receivable under the insurance shall be passed to us, you making good any deficiency. In the event of failure to do so it shall be in order for us to deduct the amount from any sum which may be, or may become payable to you under this, or any other contract.
9. The Supplier must provide facilities and carry out such inspections as are necessary to ensure that materials conform to specification.
10. A representative of ARC Group Asia (or a representative or agent of a client of ARC Group Asia ) shall on request, be allowed access and accommodation to verify inspection records or to perform or witness inspection or tests on materials ordered.
11. The Sellers of the proprietary articles indemnify ARC Group Asia and their customers against any claim which may be made by patentees or owners of monopoly rights. The design of the proprietary item is not to be changed or altered in any way without the express written approval of ARC Group Asia.
12. In the case of orders placed by the Company in which any materials are supplied by, or on behalf of the Buyer in aid of the contract, whether free issue or not, it is the responsibility of the firm executing the order to satisfy themselves by the accepted tests that the material is not defective in the first instance. The Buyer must be notified within the time limit of trade conditions applicable, of any such defects.
13. Unless otherwise agreed title and risk in the goods shall only pass to ARC Group Asia on completion of delivery and acceptance.
14. “The Seller shall comply in respect of the goods with the duties laid down in Section 6 of the Health and Safety at Work Act 1974 and shall indemnify us against all damage costs, losses, charges, expenses or liabilities; whatsoever caused by or arising out of any breach of those duties.”
15. These conditions are in addition to the Company’s rights under any guarantee or warranty given by the Supplier and rights under the Sale of Goods Act 1979 (and any modification or re-enactment thereof).
16. Acceptance of this Order implies full endorsement of the terms and conditions stated above, and over-rules any differing conditions which may appear on the Suppliers’ Acknowledgment Form or similar documents unless by written agreement of the Buyer.
17. Our payment terms are 30days from month end during receipt of goods or completion of the services supplied unless otherwise agreed in writing.