Terms of Purchase
(For our Terms of Sale, please click here)
BOLT KING TERMS OF PURCHASE & CONTRACT 2015
Bolt King is the trading name of BK Fastener Engineering Ltd
1.1 These terms & conditions published 15/03/2015 and amended from time to time shall apply and be incorporated into all Purchase Orders and contracts howsoever formed for the supply of goods and services (“the Goods & or Services”) including raw-materials supplied to the Company by any person, firm or Company or organisation (“the Vendor”) and shall extinguish and prevail over any terms and conditions sought to be imposed by any prospective Vendor including any condition implied by trade custom or practise insofar as such terms and conditions are inconsistent with these requirements or additional thereto. Purported or perceived provisions to the contrary are hereby specifically excluded in any contract which may be entered into by the company howsoever formed.
1.2 It is a key requirement of Company's ISO 9001-2008 Quality Management System (Certificate No LRQA 4003638) that all prospective Vendors undergo a formal quality assessment to qualify for inclusion on the Approved Vendors List of the Company, as no contract for Goods or Services can be formed with any Vendor until they have been issued with an Approved Vendor Number. It shall remain the key obligation of the prospective Vendor to submit to this process established in 2008.
The company accepts no commercial or contractual risk with any prospective Vendor prior to the granting of the Approved Vendor number which may be taken as our intent to trade on mutually acceptable terms. Prospective Vendors are required to contact firstname.lastname@example.org in the first instance to commence this process.
2.1 No Purchase Order shall be issued or contract formed until the Vendor has received notification of the Approved Vendor number.
2.2 All purchases and contracts to supply goods or service shall only be considered properly authorised by the Company when accompanied by a written Purchase Order. No agreement to supply shall be formed by any other means. The price stated on the Purchase Order shall be fixed and firm for the duration of the contract except where confirmed by a director of the Company in writing.
2.3 No alteration, exclusion or waiver of any of these conditions shall be effective or binding on behalf of the Company unless made in writing by a director of the Company.
2.4 No binding contract shall be deemed to have been formed until the Vendor acknowledges receipt of the Purchase Order in writing. In addition, the Company must receives the Vendor’s unqualified written acceptance of the Purchase Order by signing and dating the box at the bottom right hand side of Purchase order form which should bear the name of the Vendor’s Authorised Officer .
Other forms of Acknowledgment may be considered providing an unequivocal acceptance of the contract in writing.
EMPLOYMENT OR RECRUITMENT AGENCIES AND ASSOCIATED SERVICE PROVIDERS
2.5 Due to the high number of unsolicited emails and telecalls and the cost of managing them, employment and recruitment agencies are warned that although the Company is willing to consider candidates forwarded on a speculative basis, contracts may only be formed after the prospective Vendor or Service Provider has completed the Quality Assessment required by our ISO 9001-2008 Management System.
REC (Recruitment & Employers Confederation) membership is required of prospective Vendors as a minimum pre-qualification for Approved vendor List inclusion. REC Code of Good Practice shall be complied with as a minimum.
2.6 The agreed terms must be at least equal to the Company’s established Approved Vendors (PP 14-1203, TRS 14-1208, SP 15-1206), details of which are available on request. Terms includes a fixed fee of 9% of basic salary for permanent candidates, and a guarantee period of 3 months, equal to the probationary period in which the Company derives no commercial benefits due to the cost of supervision and training.
2.7.1 Prior to either the Quality Assessment or the receipt of the Approved Vendor number any promotion of candidates for consideration by the Company shall be executed entirely at the prospective Vendor’s own risk. No risks are accepted by the Company unless and until an Approved Vendor number has been issued.
2.7.2 No contract will be formed unless the Vendor is in possession of an official Purchase Order.
Job vacancies are advertised on our website and it is assumed that all prospective vendors have read and accepted these terms and conditions when forwarding prospective candidates on a speculative basis.
2.7.3 A Vendor’s speculative Terms and Conditions shall create no obligations on behalf of the Company unless the Vendor complies fully with these Terms and Conditions.
2.7.4 Vendor’s are prohibited from promoting the job vacancies of the Company on their own websites without the Company’s specific written consent, in which case the logo of the Company shall accompany the listing. The vacancy may only be advertised until the position is filled.
3. GOODWILL, TRUST, CONFIDENTIALITY
3.0 The Company is dedicated to high levels of service and accountability to our valued clients. We pay high regard to the value of confidentiality in all contracts; price is only one element of the Order or Contract and is rarely the ruling factor in the award of any Order or Contract. In acceptance of the Order or Contract, the Vendor shall warranty to the Company complete confidentiality of the terms and detail of the contract or any associated part of it for the duration of the contract and shall not divulge any information or make any representation in reference to the ordered parts, product or service to the user of the product, or the Company’s client or agent of the client, or any third party within 90 days of completion of contract. This including any variation, substitute or alternative without the consent of the Company in writing, by the authorised signatory of The Company and a Director.
3.1 Liability for compliance with above general terms and conditions clause shall be “of the essence” in the contract.
3.2 The Company will seek damages/compensation in any instance of breach.
3.3 The Vendor shall make every possible endeavour to hold the Company’s confidential Information in the strictest of confidence.
4.0. All prices charged shall be those specified in the Purchase Order. If no price is stated for any item the price of that item shall be the lowest price charged by the Vendor, but in no event higher than the price most recently charged to the Company.
4.1 No verbal contract will be considered adequately formed or accepted by the Company where the value exceeds the sum of £100.00 (One Hundred Pounds).
5.1 Unless otherwise stated in the order, payment of invoices shall be made by the end of the third month following the month in which the goods are delivered. The Company reserves the right to deduct from any monies due or to become due to the Vendor “any payment due” from the Vendor to the Company.
6. DOCUMENTATION - GOODS
6.1 All Goods delivered in pursuance of the Purchase Order must be accompanied by a Delivery Note which shall state:
(i) Order Number
(ii) Full details of consignment
(iii) Date of despatch
(iv) Total number of items delivered and the order number appertaining thereto
(v) Name of or identification of carrier if applicable and consignment note
(vi) A unique serial number which is subsequently to be quoted on the invoice
Important: The Delivery Note must be presented to and signed by an employee of the Company or the Company’s nominated carrier on delivery of the Goods. Goods “signed for” shall not be construed as acceptance of any quantity or detail whatsoever.
6.2 An invoice bearing details of the Goods delivered, the address at which the Goods were delivered, Delivery Note No., Order No., the date on which the despatch was made shall be posted direct to the Company’s offices in respect of each delivery.
6.3 A monthly statement of account embodying all invoices for Goods supplied during the month shall be rendered by the Vendor as soon as possible after the end of the month direct to The Company’s offices together with any credit notes due where applicable. Debit notes may be issued where any product is re-worked by the Company at its sole discretion where goods are found to be faulty and recorded in our ISO 9002 system, where delays in re-work by the Vendor might cause unacceptable delays to the Clientele of the Company, at its sole discretion.
7. CARRIAGE AND PACKING
7.1 All Goods the subject of this Order shall be delivered “carriage paid” by the Vendor to the Company at the address for delivery as stated unless otherwise agreed in writing.
7.2 All Goods must be properly and securely packed. All packaging material shall be supplied at the Vendor's expense unless agreed in writing. The Company shall at the Vendor's expense return such packing material but whilst reasonable care will be taken by the Company in doing so no liability for any loss or damage caused to same shall be accepted by the Company.
Where Goods are delivered in containers, every container must be clearly and conspicuously labelled showing:
8.1 The full address for delivery as it appears herein or as otherwise specified by the Company
8.2 The full name and address of the Vendor
8.3 The Company’s Order No.
8.4 The description and quantity of the contents of each container
8.5 The total number of containers in each consignment of which the individual container is a part.
9.1 Time is of the essence in the performance to the Order. In the event of the Vendor being unable to meet the delivery date, he shall promptly notify The Company of the earliest possible date for delivery. Should The Vendor fail to despatch or deliver on time necessitating delivery or collection by special transport all additional charges and costs shall be for The Vendors account.
9.2 Issue of other than “Time is of the Essence” orders shall be marked “Varied Terms” and signed by a director of the Company, or otherwise be approved by direct referral to the Vendors written correspondence, within 24 hours of receipt of the order . The Vendor shall bear responsibility for providing evidence of acceptance of “Varied Terms” contracts in writing in matters of dispute.
9.3 Notwithstanding the receipt of a notice specified in clause 9.1 above, and unless a substitute delivery date has been expressly agreed by the Purchaser in writing The Vendor’s failure to effect delivery on the date or dates specified shall entitle The Company to cancel either the whole or any uncompleted part of the Order without liability whereupon the Company shall be entitled to purchase substitute items elsewhere, and to hold The Vendor accountable for any loss and/or additional costs incurred as a result thereof and make deductions as described above .
10. PROPERTY AND RISK
Without prejudice to any right of rejection to which The Company may be entitled hereunder or otherwise, the property and risk in the Goods which are the subject of the Order shall remain with The Vendor until The Company’s official receipt has been given to The Vendor or the carrier delivering the Goods at the time of delivery.
11. PURCHASED GOODS - QUALITY, DESCRIPTION, QUANTITY
11.1 It is a condition of the contract between the Vendor and the Company that the Goods shall conform to the quality and description and other particulars of the Goods as described in the Order, and shall conform to all samples, drawings and descriptions furnished, shall be of merchantable quality and fit for their intended use and free from all defects and shall comply with any and all performance specification stated in the Order or if none, those generally applicable in the fastener trade or industry. This condition shall survive any delivery, inspection, acceptance or payment pursuant to the Purchase Order and survive to be a right of the user of the product.
11.2 These conditions shall extend to any replacement, repaired or substitute Goods provided by The Vendor with the consent of The Company.
11.3 The Company accepts no liability for the Goods supplied in excess of the quantities stated on the Order unless previously agreed by The Company in writing and reserves the right to reject incomplete deliveries and return excess deliveries delivered at The Vendor’s expense and risk.
11.4 The Vendor shall be responsible for ensuring receipt of clear and legible drawings, sketches and specifications conveyed by the Company by facsimile, email, or other means for the benefit of the Vendor and shall ensure fullest interpretation and clear understanding, prior to manufacture, and shall not accept verbal communications of “acceptance or authority” of any changes, disputes, or amendments to initial verbal or other communications by the Company.
11.5 The Vendor shall not in any event hold The Company responsible where lack of clarity is evident, the onus being with The Vendor in ensuring full legibility of all documents conveyed. IF IN DOUBT the Vendor MUST ASK for clarification from the “approved by” signatory in writing. In the event of any dispute – written evidence shall only be considered as acceptable clarification having been appropriately given.
12.1 The Vendor shall carefully inspect and test the Goods prior to delivery to ensure that they comply with the requirements of the Purchase Order and are fit for purpose, and shall if so requested by The Company give The Company notice of such tests. The Company shall be entitled to be represented there-at. If as a result of any such tests or inspection The Company finds that the Goods do not (or on completion are unlikely to) comply with the Order it may inform The Vendor and The Vendor shall take such steps as are necessary to ensure such compliance. Such confirmation shall not be construed as authority for “varied terms”.
12.2 A representative duly authorised by The Company shall upon reasonable notice given by The Company have access to The Vendor’s works or warehouse or premises and shall be permitted to inspect and examine the Goods during manufacture or storage.
12.3 An inspection so made shall not relieve The Vendors from responsibility or be interpreted in any way as Acceptance of Goods.
13. CERTIFICATION & TRACEABILITY
13.1 The Vendor shall provide certification WITH THE GOODS without fail where it is noted as a requirement on the Order or Contract. Failure to comply may result in rejection, or cancellation in the case of an exceeded delivery date.
13.2 All material or property of The Company shall be clearly labelled and identified whilst upon the premises of any Vendor.
13.3 All Heat-Treatment, Coating and Processed parts shall be processed as “one lot” in every case except where explicitly granted otherwise in writing. Ability to demonstrate auditable record of weight, batch no, quantity, container type, Company Order or Contract No. and Vendor Works Order No. on labels and archive at The Vendor premises on request may result in rejection or determination.
13.4 The Vendor shall maintain all records for a period of five years in which time “notice of inspection” by The Company will necessitate will require presentation of same for inspection at The Vendor premises.
All Goods shall be received by The Company subject to inspection and approval by The Company. If the Goods do not conform to the quantity, standards, specification, sample or description expressly stated or implied in the Order The Company may at any time within a reasonable period after delivery, by notice in writing to The Vendor:
Reject the Goods or any part of them.
i. Treat this contract as wholly repudiated by The Vendor and shall not be bound to accept or pay for any further instalment.
ii. Require The Vendor within 14 days from the date of the notice at his own expense and risk to remove (in accordance with The Company’s written instructions) any Goods rejected or refused acceptance for any reason. After service of any such notice the Goods shall be at The Vendor’s risk.
If The Vendor fails to remove any Goods rejected in accordance with The Company’s written instruction, the Company may without prejudice to its other rights sell the same and retain from the proceeds of the sale the cost of the sale, storage and other monies or liabilities due from The Vendor to The Company. Notwithstanding this The Company shall be entitled to accept Goods not conforming to the matters specified or implied in the Order and may make it a condition of acceptance that The Vendor shall forthwith and at The Vendor’s expense take such steps as are necessary to make the Goods conform therewith. Requirement to remove items as above shall not be construed as “permission to enter the premises of The Company” – The Vendor or his agent must be accompanied by a Director of The Company in such instance – failure to be will be construed as trespass.
iv. Invoice at full value any property (gauges equipment specifications etc.,) of the company not returned within 3 days of notice of cancellation.
The Company shall be entitled at its option and without prejudice to its other rights cancel, suspend or make deduction against the value of any contract (by offset if necessary against sums owed on account) for the purposes of which each contract or order shall be deemed to be an extension in general terms to any current, completed or future order or contract and any unperformed part thereof by notice in the event that either;
i. The Vendor commits any breach of its obligations hereunder and fails to remedy such breach within the terms of delivery stated.
ii. The Vendor at any time fails to act ethically in terms of Breach of Confidential information, including any contact with or representation to the Companies client or their agent, or the user of any product, item or service (including any variation or modification thereto) whereby such action or breach of trust shall cause any damage (whether actual or to the reputation of The Company ) or loss of trade or profit to The Company within 90 days of the completion of the Contract or Order where such confidential information shall be enclosed or noted on any drawing, specification or by any verbal transmittal or by common knowledge of the item /client , clients agent or user described on the order ,except where consented to in writing, by the authorised signatory of The Company and a Director .
iii. The Vendor makes any arrangement or composition with its creditors or becomes bankrupt or if a receiving order is made against him, or being a company, an order is made or a resolution is passed to the winding-up of The Vendor (other than solely for the purpose of amalgamation or reconstruction) or has a receiver appointed of the whole or any part of its assets or undertaking or circumstances arise which entitles the Court or a creditor to appoint a receiver or manager which entitles the Court to make a winding-up order if The Vendor takes or suffers any similar or analogous action in consequence of debt.
iv. Where any client of The Company has requested to cancel its contract with The Company for any reason undisclosed The Vendor will have no claim or action against The Company in respect of any unfulfilled part of and such Order or Contract except for that part that can be proven to have been completed at the time of notification. The Vendor shall deliver the completed part of the Order or Contract to The Company together with all gauges , materials or part-finished products drawings and/or specifications within 24 hours , or make same available for immediate cancellation . The Company shall, where-ever possible make every attempt to protect the interest of The Vendor at its discretion and shall in every case press for maximum cancellation charges or costs.
16. CHANGES & AMENDMENTS
The Company may at any time from time to time, by notice to The Vendor request reasonable changes to be made in quantities, specification, design, testing, packaging and destination and postponement in delivery schedules. If any such change and/or postponement causes a material increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made to the price or delivery schedule or both. Any claim by The Vendor for adjustments under this condition shall be made within fourteen days after receipt of notice of the change, and any such claim by The Vendor not made within such period shall be deemed waived. No changed Order shall be binding upon The Company unless it is made in writing and signed by a duly authorised representative.
17. THE COMPANY’S PROPERTY
17.1 All working drawings, labels, specifications, manufacturing data, plans, designs, patents, descriptions, information, dies, tools and components supplied by The Company in connection with this Order together with any copies made by or for The Vendor:
a) Shall remain The Company’s property
b) Shall not be disclosed to any third party without The Company’s written consent
c) Shall be used only for the purpose of this Order
d) Shall be returned to The Company immediately upon demand
17.2 Responsibility for the safe custody and maintenance in good condition - fair wear and tear excepted of such property of The Company rests with The Vendor. The Vendor shall indemnify The Company against loss or damage caused to such property while in the possession of The Vendor.
18. FORCE MAJEURE
The Company reserves the right without liability to The Vendor to require The Vendor to suspend or cancel any deliveries in respect of an Order and to withhold payment of a proportionate part of any sums due from The Company under an Order should it be necessary for The Company to decline or defer acceptance of the Goods by reason of any circumstances or events beyond The Company’s reasonable control including but not limited to strike, labour disputes, accident, civil commotion, war or by any necessary re-scheduling of its own work or deliveries.
The Vendor shall indemnify and hold The Company harmless from any and all claims, liabilities, damages or expenses (including loss of profit and consequential loss and damage) as detailed:
19.1 In respect of any alleged or actual infringement of any patent, utility model, registered design, copyright, trademark or any other proprietary or third party rights.
19.2 Sustained by The Company or for which The Company may be liable as a result of the failure of The Vendor to perform its obligations to The Company as detailed in the Terms & Conditions of Supply
19.3 In respect of death or injury, howsoever caused, to any employee of The Company, its agents or sub-contractors or any other person on The Company’s premises and/or in respect of any loss or damage to any property real or personal, of The Company or of any third party to whom The Company may be responsible arising by reason of any default, omission or negligence of The Vendor, its Sub-contractors or their respective employees or agents.
20 The Vendor hereby warrants and undertakes that all Goods supplied by it under any Order are and will be safe and without risk to health when properly used and The Vendor has taken all such steps that are necessary to comply with the Health & Safety at Work etc. Act, 1974.
20.1 Specifically - The Vendor shall provide The Company with full information about the use for which the Goods are designed and have been tested any conditions necessary to ensure that when they are put to that use they will be safe and without risk to health.
20.2 If The Vendor has been given written notice of the use for which The Company is purchasing the Goods prior to the date upon which the Order is accepted by The Vendor such use shall be deemed to be a use for which the Goods were designed and have been tested.
20.3 The Company shall be entitled to assume that all information provided by The Vendor hereunder is correct and The Company may give such information to any third party in connection with the use of the Goods.
21.1 Orders shall not be assigned, transferred or sub-contracted either wholly or in part without The Company’s prior consent in writing and any purported assignment without such consent shall render the contract void. Any assignment, transference or sub-contract without written consent of The Company within any group of associated companies of The Vendor shall join such organisation company or body in joint and several responsibilities into the contract for its duration.
21.2 The contract shall in all respects be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in the event of any condition here-in not providing precise interpretation of requirement.
21.3 Any International trade term referred to in any Order shall be defined by reference to Inco terms (1980 edition) (as amended) save insofar as such definitions shall be inconsistent with the terms of the Order.
21.4 Failure on the part of The Company to exercise to enforce any rights against The Vendor shall not be deemed to be a waiver of any such rights nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
21.5 Any notices hereunder shall be deemed to have been duly given if sent by prepaid first class post, facsimile or email to the party concerned at its last known address. Notices sent by post shall be deemed to have been given 4 days after despatch and notices sent electronic means shall be deemed to have been given on the date of despatch.
21.6 To establish normal rights of English Law in precedence to these conditions The Vendor must return an Acknowledgement of order within 48 hours of conveyance to The Company, by fax, post, or email. Any requirement by The Vendor to cause The Company to accept any other terms or conditions should be conveyed to The Company by registered post within 72 hours of receipt of the Order or Contract, upon receipt of which The Company will confirm or decline acceptance of any Varied Terms in writing. Such acceptance by The Company in writing shall be mandatory and the Vendor must maintain clear evidence of such acceptances that are to be later relied upon in the matter of any dispute arising.
All Vendors and providers of Goods & Services must submit to these terms of contract & purchase established to support our ISO 9001-2008 Accreditation (Cert., No 4003638 Lloyds Register Quality Assurance).
You must ensure that any Terms & Conditions listed here which are not wholly accepted by you are waived by us in writing by a director of the Company within seventy two hour of transmittal & acknowledgment of any Purchase Order or Contract – as it is too late to try to renegotiate thereafter.
IF IN DOUBT, ASK!
PLEASE CONTACT US IN WRITING FOR CLARIFICATION BEFORE EXPENDING ANY COSTS FOR WHICH YOU WOULD WISH TO CHARGE THE COMPANY WITHOUT OUR EXPLICIT WRITTEN CONSENT.
Doc # : BK TOP 15-03-2015