1. A standard-form purchase order (the “Order”) constitutes an offer by the the company entity mentioned in the Order (“the website”) to purchase the goods set out in the Order (the “Goods”) and/or the Services set out in the Order (the “Services”) from the person, firm or company to whom the Order is addressed (the “Supplier”) in accordance with and subject to these terms and conditions (the “Conditions”), provided however that there is no other written agreement of the same nature or purpose in effect between the website and the Supplier at the date of this Order (an “Agreement”). In the case there is an Agreement in effect, this Order shall be exclusively governed by the terms and conditions of the Agreement.
2. Except in respect of fraudulent misrepresentation, these Conditions alone govern and are incorporated in every contract or other course of dealings made or undertaken by the website with the Supplier. They apply in place of and prevail over any terms or conditions (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any quotation or other documentation submitted by the Supplier or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded and/or extinguished and the Supplier agrees that any similar provision in its own terms and conditions shall be of no effect.
3. Any variation of these Conditions is valid only if it is in writing and signed by or on behalf of each of the Supplier and the website. No other action on the part of the website, whether by accepting Goods or Services or otherwise, shall be construed as an acceptance of any other conditions.
4. Each Order is deemed to be an offer by the website to purchase Goods or Services from the Supplier subject to these Conditions. No Order is binding on the website unless and until the Supplier accepts the Order, expressly, by giving notice of acceptance, or tacitly, by starting to perform in accordance with the Order. The website is free to withdraw any Order prior to receipt of Supplier’s notice of acceptance of the Order or Supplier starting to perform in accordance with the Order. For the avoidance of doubt, no relationship of exclusivity, nor any minimum purchase or future purchase obligations are assumed by the website pursuant to these Conditions.
5. All Goods or Services must be delivered to or at the address stated on the Order (“Delivery Address”). Unless otherwise specified in the Order, all prices for Goods include packing, crates, insurance and delivery to the Delivery Address and all prices for Service include expenses for the provision of the Services. Unless otherwise specified in the Order, VAT and other sales taxes on the supply of Goods and Services are not included in the prices overleaf. Goods remain at the Supplier’s risk until delivered to the Delivery Address during the website’s normal working hours. Title in the Goods passes to the website on proper delivery to the Delivery Address, whether or not the website has made payment in respect of them, unless payment of the Goods is made prior to delivery, in which case title passes to the website once payment has been made.
6. If the Supplier fails to deliver the Goods or perform the Services ordered by the website in full within the period specified, then the Supplier shall on demand indemnify the website against any losses, reasonable costs and expenses, claims or damages, directly attributable to the delay or failure to deliver or perform in full.