Menu

Formica Group Europe Terms and Conditions of Purchase

Formica Group Europe Terms and Conditions of Purchase

1. Warranty: Seller represents and warrants that with respect to all materials, supplies and equipment (herein collectively referred to as “Materials”) delivered and services furnished hereunder: (a) title shall be good, merchantable, rightful and the Materials free of any security interest or lien; (b) that Materials will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet specifications, if any; and that Seller’s services will be performed in a skillful and workmanlike manner; and (c) that Materials, the process by which they are made, and the use for which they are specifically designed by Seller will not infringe any patent, trademark, copyright, or any other rights of any third parties (“Intellectual Property Rights”). This express warranty shall not be deemed waived by reason of either or both the receipt of Materials and payment therefore by Buyer. The foregoing is in addition to all other express or implied warranties applicable to the Materials purchased hereunder.

2. Compliance with Laws; Standards and Testing: Seller represents and warrants that all Materials furnished hereunder, and Seller’s manufacturing thereof, complies with all applicable laws, ordinances, rules and regulations (“Laws”). Seller shall test Materials prior to shipment to Buyer in accordance with testing standards requested by Buyer and shall furnish certifications in support thereof.

3. Indemnity: Seller will defend, indemnify and hold harmless Buyer, its affiliates, agents, vendors, officers, directors and employees from and against any and all loss, liability and expense by reason of: (a) any actual or alleged violation of Laws; (b) any actual or alleged infringement of Intellectual Property Rights; (c) injury, death, or property damage resulting, in whole or in part from, any negligent act or omission on the part of Seller, or which may arise from the installation, operation or use of the Materials furnished hereunder; (d) a defect in the manufacture or design of the Materials supplied hereunder; or (e) any breach or alleged breach by Seller of any representation, warranty, or other provision of these Terms and Conditions of Purchase. Seller shall, upon notification, promptly assume full responsibility for the defense of any suit or proceedings which may be brought against Buyer or any of its affiliates, agents, vendors, officers, directors or employees in connection with the above, or for alleged unfair competition resulting from similarity of design. trademarks or appearance of equipment. Seller further shall indemnify and hold Buyer, its affiliates, agents, vendors, officers, directors and employees harmless from and against any and all expenses, losses, claims, royalties, profits and damages, including court costs and attorney’s fees resulting from the bringing of such suit or proceedings or the threat thereof and from any settlement, decree or judgment therein. Buyer reserves the right to control any such suit or proceedings if it so desires.

4. Cover; Delivery: In case of default by Seller, Buyer may obtain Materials and services from other sources and hold Seller responsible for any damages occasioned thereby. The dates of delivery and quantities specified herein are of the essence of this order and delivery must be effected within the time specified. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel and to purchase elsewhere and hold Seller accountable therefor. Seller shall cooperate with Buyer in respect of all customs formalities applicable to the import or export of the Materials, shall be responsible for determining proper import and export classifications, and shall provide Buyer documentation to Buyer’s satisfaction for such classifications.

5. Prices: Orders shall not be filled at prices higher than those quoted or charged to Buyer or as specified herein. Unless otherwise agreed in writing, prices include packaging, labeling, crating, taxes and duties. Unless otherwise agreed in writing, all prices include shipping and delivery DDP (Buyer’s Port of Entry) (INCOTERMS 2020).

6. Inspection and Rejection: Materials are subject to inspection, test, and acceptance by Buyer and ultimate purchaser. Buyer shall have a reasonable number of days from date of arrival to inspect the Materials and notify Seller of any non-conformity to the order specifications (including quantity and delivery dates). Such inspection may not occur until final sale of the Materials to Buyer’s customers. Buyer reserves the right to reject any Material, even after delivery and inspection at customer’s site, which does not fulfill the specifications of this order or time of delivery and a) to return rejected Materials to Seller at Seller’s risk and expense for full credit at the order price without prejudice to any right to damages for such breach; b) to require Seller at Seller’s expense to replace rejected Material at the unit price of this order, or c) to consider this order breached as to the rejected quantity and cancelled as to any unfilled portion of this order, and to hold Seller fully liable for such breach and cancellation. Seller is not relieved of the responsibility imposed by this clause, either as to proper packing, quality of Materials or specifications, by reason of acceptance by Buyer.

7. Payments and Invoicing: Invoices and bills of lading showing full routing, car numbers, etc. should be dated and mailed at the time of shipment and a separate invoice must be made for each destination showing point of shipment and how shipped. If Buyer assumes transportation charges, invoices bearing transportation charges must be supported with attached original receipted transportation bills and, in the case of consolidated carload shipments, must show weight and rate. The discount period, if any, stated on the face of this purchase order shall be calculated from the latter date of receipt by Buyer of a proper invoice from Seller, or delivery of product to Buyer.

8. Force Majeure: If the manufacture, transportation, delivery, receipt or use by either party of any Material covered hereby is prevented, restricted or interfered with by reason of any event or cause whatsoever beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and, in case Buyer gives such notice, in advance of actual shipment), shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference but, at Buyer’s option, deliveries so omitted shall be made, upon notice thereof to Seller, upon cessation of such contingency.

9. Assignment: No assignment of this purchase order or of Seller’s obligations hereunder shall be made without Buyer’s written consent.

10. Insurance: Seller shall maintain at its own expense at all times while performing hereunder occurrence-based public liability insurance, product liability insurance and employees’ liability insurance with a reputable and financially responsible insurance carrier(s) satisfactory to Buyer for coverage in an amount not less than £10 million per event or series of events (or such other sum as the Purchaser may specify or as required by the law) and all other insurance required by applicable law. Seller shall furnish insurance certificates as directed by Buyer, satisfactory in form and substance to Buyer, showing the above coverages, and providing for at least 10 days prior written notice to Buyer by the insurance company of cancellation or modification.

11. Seller’s Representatives: If Seller’s employees, subcontractors or other representatives under Seller’s control perform services at Buyer’s premises or at Buyer’s direction at premises of others, (i) such persons shall comply with all rules and regulations of such premises and (ii) Seller shall keep Materials and the premises on which the work is done free and clear of all liens for Material and labor incident to the performance of Seller’s services hereunder.

12. Termination: In the event of a) any proceedings voluntary or involuntary in bankruptcy or insolvency by or against Seller, or in the event of an appointment of receiver or assignee for the benefit of creditors, with or without Seller’s consent, or b) any change in control and/or ownership of Buyer, Buyer may cancel any unfilled part of this order without any liability whatsoever on Buyer’s part.

13. Seller’s Property: All tools, dies, patterns, designs, molds, drawings, specifications, and other data or papers, and the like furnished by Buyer to Seller in connection with this order by Buyer remain the property of Buyer. In the event Materials manufactured by Seller use any intellectual property of Buyer, Seller is granted a non-exclusive, non-transferable non-sublicensable and non-assignable license required only for the production of the Materials under this order, and shall use Buyer’s intellectual property only for that purpose. Except for this license, no right, interest, ownership, or privilege of use of Buyer’s intellectual property is granted or conveyed to Seller, and all use and goodwill in Buyer’s intellectual property shall inure to the benefit of Buyer.

14. Choice of Law and Jurisdiction: The contract between Buyer and Seller is to be construed in accordance with with English Law. The courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this purchase order. The UN Convention on Contracts for the International Sale of Goods shall not apply to any transaction hereunder.

September 2023

You're using an unsupported browser and some features may not work properly. Please upgrade to a modern browser, such as Chrome, Edge, Firefox, or Safari.