TERMS AND CONDITIONS OF PURCHASE

Interpretations

In these Terms and Conditions “the Buyer” means PGT Ceewrite And “the Buyer” means any person, firm or Company to whom the Company agrees to Buy Goods.
“Goods” means the goods, including any instalment of the goods or any part for them which is described in the order
“Delivery Address” means the address on the order
“Price” means the price of the goods or services
“Conditions” means the standard terms and conditions as set out in the document and includes any special terms and conditions agreed in writing between the buyer and seller
“Contract” means the contract for the purchase and sale of goods
“Writing” includes electronic mail, facsimile transmission and any comparable means of communication
“Seller” means the person so described on the order
“Specification” includes any plans, drawings, data, or any other information relating to the goods or services
“Order” means the Buyer’s purchase order to which these terms and conditions are appropriated
The headings in these terms and conditions are for convenience only and shall not effect there interpretation

Basis of Purchase

The order establishes an offer by the buyer to purchase goods subject to these Terms and conditions
These terms and conditions shall prevail to the contract and to the exclusion of any other terms and conditions on which any quotation has been received by the buyer or to which the order is accepted or alleged to have been accepted by the seller
Any written, clerical or other error or any omissions in any sales literature, quotation, price lists, acceptance of any offer, invoice or any other documentation issued by the seller shall be subject to correction and without any liability on the part of the seller
The order will lapse, unless unreservedly accepted by the seller in writing within 7 days of the order date
No changes or amendments to the order or these terms and conditions submitted by the Seller shall be deemed to be accepted by the Buyer unless and until confirmed in writing by the Buyer’s authorised representative.

Specifications

The Seller shall be responsible to the Buyer for ensuring the accuracy of the terms of any order including applicable drawings and any data supplied by the Buyer and for giving the Buyer all necessary information relating to the goods within a relevant timescale to enable the Buyer to perform the contract in accordance with its terms
The quantity and quality of the goods or services shall as provided in these terms and conditions, be as specified in the order and or in any applicable specification as supplied by the buyer to the seller.
Any specifications supplied by the buyer to the seller or specifically produced by the buyer, in connection with the contract, together with copyright, design rights, intellectual property within the specifications, shall be the property of the Buyer.
The seller shall comply with all applicable regulations, legal requirements and any governmental regulations with respect to all manufacturing, packaging, transportation, packing and delivery of the goods or services.
The Buyer reserves the right to make changes in the specifications of the goods which are required to conform with any applicable statuary or EU requirements or where the goods are to be supplied to the Buyer’s specifications which do not materially affect their quality or performance
The seller may not refuse any request by the buyer to inspect, audit, and or test the goods during manufacture, processing and goods in stock or in WIP at the premises or any third party prior to despatch, the seller shall also provide the buyer with all the necessary facilities the buyer requires
All packaging supplied by the Seller shall conform to the correct standards to protect the goods for all normal transportation so they reach the delivery point in a secure and undamaged condition. Failure to do so the Buyer has the right to invoice the seller for the full cost of the damaged goods
If the Seller has the written authority to use a sub-contractor the buyer has the right to visit and verify product conforms to specific requirements
As a result of the inspection, audit or testing the Buyer is not satisfied that the goods comply fully with the contract and the buyer informs the seller within 10 days of the inspection, audit or testing, the seller shall take steps to ensure full compliance
The goods shall be marked in accordance with the buyers instructions and goods and product packed and secured so they reach the delivery point in a secured and undamaged condition, any damaged goods or product due to incorrect packaging the seller will pay for the goods and damages in full.

Terms of payment

The seller shall be entitled to invoice the buyer on dispatch of the goods and each invoice shall quote the order number
Unless otherwise stated on the order, the buyer shall pay the price for the goods and or services on 60 days from the end of month
No disputes arising under the contract, nor delays beyond the reasonable control of the Buyer shall interfere with prompt payments in full by the Seller
The buyer shall be entitled to offset any sums owed to the buyer by the seller
If the Seller fail to make any payment on the due date, then without prejudice to any other rights to the Buyer, the Buyer shall be entitled to
1. Cancel the contract or suspend any further orders to the Seller
2. Charge the seller interest on both before and after any judgement on the amount unpaid at the rate of 5% per annum above the National Westminster bank base rate until the payment is made in full, interest will be calculated and paid on full months

Pricing

The price of the goods or service shall be stated on the order and unless stated in writing shall be
1. Exclusive of any applicable Value added tax (VAT), which shall be payable by the Buyer, subject to receipt of a VAT invoice.
2. Inclusive of all chargers for packaging, carriage, insurance and delivery of all the goods to the delivery address and any duties or levis other than VAT.
3. The seller shall not increase any prices for the goods or services due to increases in material, labour, transportation, fluctuations in exchange rates or otherwise, without the prior consent of the Buyer in writing

Delivery

The goods shall be delivered to the delivery address on the date or within a time period stated on the order and in the buyers normal working hours unless prior consent in writing has been given by the Buyer, in this contract time is of the essence
The buyer shall be entitled to reject any goods delivered which are not in accordance with the contract and shall not be deemed to have been accepted any goods until the Buyer has had reasonable time to inspect them following the delivery or, if later within a reasonable time after any latent defect in the goods or services has become apparent.
The seller shall supply the buyer in good time with any instructions or other information required to enable the buyer to accept delivery of the goods and performance of the service
The Buyer shall not be obliged to return to the seller any packaging or packing materials for the goods, whether or not any goods are accepted by the buyer

Quality Requirements

The seller shall inform the Buyer in writing of any non-conforming or deviations to the process specified by the buyer to the product or services. The seller shall gain approval in writing from the Buyer via a concession or production permit before delivery.
The Buyer and its customers and any regulatory body may also enter the Sellers premises to inspect, audit or test any goods or services the Buyer deems appropriate.
The Seller may not dispose of, or scrap any product or goods unless he has firstly obtained disposal instructions in writing from the Buyer
The Seller must at all-time keep full and updated records, documentation and certificates, etc. ascertaining to the seller products, goods or services and will give full access to the Buyer for inspection or investigation purposes. These records must be kept for as long as deemed necessary by the Buyer or the applicable regulatory body.
The Buyer and its customers and any regulatory body may also enter the Sellers premises to inspect, audit or test any goods or services the Buyer deems appropriate.
The seller may not use any sub-contractor unless it has been agreed in writing by the Buyer. On this agreement by the Buyer, the Seller must instruct the sub-contractor of all the requirements, technical data, drawing, instructions and any obligations thereof and have in place a NDA with all suppliers and sub-contractors.The Sellers sub-contractor shall allow the Buyer and any its customers on their premises.
The seller may require the Seller or its sub-contractors to supply samples for inspection, investigations or audits, on this requirement the Seller shall provide such samples, investigations and audits.
The buyer may require the seller to comply with specific requests to provide the criteria for the inspection, test, or other related instructions, this may be outlined on the purchase order.

Title and Risk

Risk of damage of the goods shall pass to the buyer upon delivery and the subsequent inspection and in accordance with the contract.
The title of the goods shall pass to the Buyer upon delivery, unless payment for the goods is made prior to the delivery, when it shall pass to the buyer once payment has been made and the goods have been satisfactory inspected as per the contract.
Any short delivery of goods or any damaged goods delivered or any goods delivered which are defective or which in any way fail to meet the specification or any non-delivery or misdelivery of goods of any kind whatsoever must be notified by the Buyer to the seller in writing within 10 days of delivery. The liability of the Seller for making up the shortage replacing or rectifying any damaged, defective or miss delivered goods or allowing the Buyer credit in respect thereof

Warranties and Liability

The Buyer has the right to inspect the goods deemed to be faulty or defective
The Seller may not dispose or scrap any product or goods unless he has firstly obtained disposal instructions in writing from the Buyer
The Buyer is not liable for any loss, damage or liability of any kind suffered by the third party directly or indirectly caused by repair or remedial work carried out without the Buyer’s written approval. The Seller shall indemnify the Buyer against each loss, liability and costs arising out of any claim
The seller warrants to the Buyer that the goods and services are
1. The goods or services shall be of the correct and satisfactory quality and fit for purpose
2. The goods will be free from defects in design, materials and workmanship
3. Will correspond with any relevant specifications or sample and will comply with all statutory requirements and regulations relating to the sale of the goods or services
4. Without prejudice to any other remedy, if any goods or service are not supplied in accordance with the contract, then the buyer shall be entitled to require the seller to repair the goods or to supply any replacement goods in accordance with the contract within 3 days or
5. At the buyers sole option, and whether or not the buyer has previously required the seller to repair the goods or to supply any replacements. Goods to treat the contract as discharged by the seller’s breach and require the repayment of any part of the price which has been paid.
6. The seller shall indemnify the buyer in full against all liability, loss, damages, costs and expenses including any legal costs or expenses, awarded against or incurred or paid by the Buyer as a result of or in breach of any warranty given by the seller in relation to the goods,
7. Any claim that the goods infringe, or their importation use or resale infringes patent, copyright, design rights, trade mark or intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by the Buyer

Force Majeure

The Buyer shall not be liable in damages or the Seller have the right to terminate any contract for any delay or fault in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God,
1. explosions, flood, tempest, fire, natural disasters, earthquakes, hurricanes
2. War or the threat of war, sabotage, riots insurrection, civil disturbance
3. Regulation, restrictions, acts, any bye laws, prohibitions and or measures of any kind on the part of any government or local authority
4. Export or import embargoes
5. Any performance or disruptions or failures of any parties outside to control of the seller
6. Any strikes, lockouts or any other industrial actions or trade disputes

Indemnity

If any claim is made against the Buyer or its directors that the goods infringe or that their use and or resale infringes a patent, design, trademark, copyright or industrial intellectual property rights of any other person, then unless the claim arises from the use of any drawing or specification supplied by the seller, the Seller shall indemnify the Buyer and its directors against all losses, damages, costs and expenses awarded against or incurred by the seller in connection with the claim, or paid or agreed to be paid by the seller in settlement of the claim

Insolvency of Buyer

This clause applies if
1. The Seller make a voluntary arrangement with its creditors or becomes subject to administration order or being an individual or frim becomes bankrupt or company goes into liquidation, or
2. An encumbrance takes possession, or a receiver is appointed, of any property or assets of the buyer, or
3. The Seller ceases, or threatens to cease, to carry on business or trading, or
4. Seller reasonably apprehends that any of the events above is about to occur in relation to the buyer and notifies the buyer accordingly
5. If this clause applies, then without prejudice to any other right or remedy available to the Buyer, the Buyer shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreements

Confidential Information

Each of the parties hereto undertake to the other keep confidential all information written or verbal and without prejudice to include all promotional items and samples and such like unless agreed otherwise concerning the business and affairs of the other that it shall have obtained as a result of the discussion leading up to or the entering into or implication of this contract or which it may have learned during the term
The Seller must at all time keep full and updated records, documentation and certificates, etc ascertaining to the seller products, goods or services and will give full access to the Buyer for inspection or investigation purposes. These records must be kept for as long as deemed necessary by the Buyer or the applicable regulatory body.

Termination

The Buyer shall be entitled to cancel the order in respect of all or part only of the goods by given notice to the seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the seller the price for the goods in respect of which the buyer has exercised its right of cancelation, less the seller’s net saving of cost arising from cancelation
The buyer shall be entitled to terminate the contract without liability to the seller by giving notice to the seller at any time if
1. The seller makes any voluntary arrangement with its creditors (within the meaning of the insolvency act) or becomes bankrupt, becomes subject to administration order or goes into liquidation or
2. An encumbrance takes possession or a receiver is appointed of any assets of property of the seller or
3. The seller ceases or threatens to cease to trade or carry out it its business or
4. The seller is in breach of an obligation under the contract.

General

No person whom is not part of this contract, including any employee, officer, agent or sub-contractor of either party shall have the right to enforce any terms of this contract which expressly or by implication confers a benefit on that person without the express prior permission in writing of the parties
No waiver by the Buyer of any breach of the contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
Any notice required or permitted to be given by either part to the other under these conditions shall be in writing and addressed to that other party at it registered office or other such address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the reminder of the provisions in question shall not be effected thereby.
The contract shall be governed by the laws of England and English courts. In the event of non-agreement both parties shall seek arbitrations in the first instance

TERMS AND CONDITIONS OF SALE

Interpretation

In these Terms and Conditions “the seller” means PGT Ceewrite. And “the Buyer” means any person, firm or Company to whom the Company agrees to sell Goods.
"Buyer" means the person who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller
"Goods" means the goods, including any instalment of the goods or any part for them which the seller is to supply in accordance with these conditions or as set out in the sellers acceptance and/or confirmation of the ‘Buyers’ order set out by the seller
"Conditions" means the standard terms and conditions as set out in the document and includes any special terms and conditions agreed in writing between the buyer and seller
"Contract" means the contract for the purchase and sale of goods
"Writing" includes electronic mail, facsimile transmission and any comparable means of communication
The headings in these terms and conditions are for convenience only and shall not effect there interpretation

Basis of the Sale

The seller shall sell and the Buyer shall purchase the goods which are subject to a written order of the Buyer, in accordance with any quotation of the Seller, subject to either case to these conditions which shall be govern the contract to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Buyer, or in correspondence or elsewhere or implied by trade custom and practice or course for dealing
Where the Company has accepted an order by E-mail, letter, fax or telephone and an official order follows which is not clearly marked “Confirmation” or otherwise related to the first order, the Buyer will be bound to take delivery of, and pay for, both orders as two separate contracts.
These terms and conditions shall prevail in respect of any contract entered into by the Company notwithstanding others accepted as custom of trade or incorporated in any specification or order by the Buyer whether written or verbal and whatever respective dates unless a variation of these terms and conditions is specifically agreed by the Company in writing. Any such amendment in order to be effective must specifically state that it is intended as an amendment of these Conditions.
The seller’s employees/agents will not be authorised to make representations on any goods or services unless confirmed by the seller in writing. The buyer entering into a contract acknowledges that it does not rely on and waivers any claim for breach of any such representations which are not confirmed
Any written, clerical or other error or any omissions in any sales literature, quotation, price lists, acceptance of any offer, invoice or any other documentation issued by the seller shall be to correction and without any liability on the part of the seller

Orders

No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller’s authorised representative
The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order including applicable drawings and any data supplied by the buyer and for giving the seller all necessary information relating to the goods within a relevant timescale to enable the seller to perform the contact in accordance with its terms
The quality and specifications for the goods and or services shall be those set out in the sellers quotation
The seller reserves the right to make changes in the specifications of the goods which are required to conform with any applicable statuary or EU requirements or where the goods are to be supplied to the seller specifications which do not materially affect their quality or performance
No orders which have been accepted by the seller may be cancelled the buyer except with the agreement in writing of the seller and on the terms that the buyer indemnify the seller in full against all loss including profit all costs associated with the project, work and services including materials and labour, damages and expenses incurred by the seller as a result of the cancellation
The prices quoted by the buyer shall be exclusive of all taxes, VAT and any levis which the buyer shall be addionally liable to pay to the seller
Any packaging supplied by the seller should be sufficient to protect the goods for all normal transportation
The buyer may not use any sub contractor unless it has been agreed in writing by the seller. On this agreement by the seller, the buyer must instruct the sub contractor of all the sellers requirements and instructions
Any order/contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate order/contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

Terms of payment

Unless agreed by the seller in writing, the terms of payment will be will be due and payable on the last day of the month in which the goods where dispatched
Where the goods are to be collected by the buyer, the seller may submit its invoice at any time after the buyer is notified that the goods are ready for collection
No disputes arising under the contract, nor delays beyond the reasonable control of the seller shall interfere with prompt payments in full by the buyer
If the buyer fail to make any payment on the due date, then without prejudice to any other rights to the seller, the seller shall be entitled to
1. Cancel the contract or suspend any further deliveries to the buyer
2. Charge the buyer interest on both before and afer any judgement on the amount unpaid at the rate of 5% per annum above the National Westminster bank base rate until the payment is made in full, interest will be calculated and paid on full months

Delivery

Any dates quoted for delivery of any goods or services are deemed to be an approximation and the seller shall not be liable for any delay however caused. The buyer who accepts goods after the estimated delivery date have waived the said delivery date. Time is not of the essence
The seller reserves the right to sub contract or assign all or any of its obligations for the sale of the goods to any other associated or connected companies, after giving notice to the buyer

Title and Risk

The title to all goods delivered to the Buyer shall remain with the seller until such time as the seller has received payment in full for those goods. If the Buyer is in default of payment for those goods or if payments from the Buyer to the seller of whatever nature or for whatever goods are past due then the seller shall have the right at any time and without notice to repossess or recover all or any goods to which the title remains with the seller and may enter upon the Buyer’s premises to so repossess or recover. Any acceptance of delivery to the Buyer of the sellers’ goods shall be deemed to constitute or renew the grant of a licence to the seller to enter upon the Buyer’s premises for the purpose of such repossession or recovery. The seller and its customers and any regulatory body may also enter the buyers premises with written permission from the seller
Any short delivery of goods or any damaged goods delivered or any goods delivered which are defective or which in any way fail to meet the specification or any non-delivery or misdelivery of goods of any kind whatsoever must be notified by the Buyer to the Company in writing within 28 days of delivery. The liability of the Company for the same shall be limited to (at its option) making up the shortage replacing or rectifying any damaged, defective or miss delivered goods or allowing the Buyer credit in respect thereof
If no notice is received within the above period, or if the goods are installed or combined with other goods then the Buyer is deemed to have examined the goods and satisfied himself that they are in accordance with the specification and accepted them and “unexamined” signatures shall not relieve the Buyer of this liability
The Company’s liability in respect of damaged or faulty goods or in respect of any alleged failure to deliver or failure to comply with the terms of any contract shall be limited in all cases to the price of the goods the subject of the contract and shall not in any circumstances extend to cover any other expenditure incurred by the Buyer or by any third party nor any consequential loss or damage of whatsoever nature nor loss of profit.
Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions. The property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full the agreed price for such goods

Warranties and Liability

Subject to the conditions set out below, the seller warrants that the goods will correspond with their specifications at the time of delivery
The above warranty is given by the seller subject to the following conditions
The buyer inspects the goods within 3 (three) days from delivery at its premises or any other agreed delivery destination
The buyer must notify the seller in writing of any defect or shortages within 14 (fourteen) days from the receipt of the goods
The seller shall be under no liability in respect of any defects in the goods arising from any drawings, design, technical data, instructions given in writing or verbal supplied by the buyer
The seller shall be under no liability in respect of ant defect arising from fair wear and tear, wilful damage, negligence, abnormal working, failure to carry out the sellers instructions, misuse, any alterations without the sellers permission in writing
The seller has the right to inspect the goods deemed to be faulty or defective
The seller shall have no liability to the buyer for any loss, damage, costs, expenses or any other claims for compensation arising from any buyers documentation or instructions supplied by buyer which are incomplete, incorrect, inaccurate, illegible or any other fault of the buyer
If any number of breaches give rise substantially to the same loss, they shall be regarded as given rise to only one claim under these conditions
The buyer may not dispose or scrap any product or goods unless he has firstly obtained disposal instructions in writing from the seller
The buyer agrees to give the seller 30 days to correct any breach
The seller shall have no liability to the buyer In respect of any breach unless the buyer shall have served notice of the same upon the seller within 5 days of the date the buyer became aware of the circumstance giving rise to the breach
The seller is not liable for any loss, damage or liability of any kind suffered by the third party directly or indirectly caused by repair or remedial work carried out without the seller’s written approval. The buyer shall indemnify the seller against each loss, liability and costs arising out of any claim

Force Majeure

The seller shall not be liable in damages or the buyer have the right to terminate any contract for any delay or fault in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God,
1. explosions, flood, tempest, fire, natural disasters, earthquakes, hurricanes
2. War or the threat of war, sabotage, riots insurrection, civil disturbance
3. Regulation, restrictions, acts, any bye laws, prohibitions and or measures of any kind on the part of any government or local authority
4. Export or import embargoes
5. Any performance or disruptions failures of any parties outside the control of the seller
6. Any strikes, lockouts or any other industrial actions or trade disputes

Indemnity

If any claim is made against the seller or its directors that the goods infringe or that their use and or resale infringes a patent, design, trademark, copyright or industrial intellectual property rights of any other person, then unless the claim arises from the use of any drawing or specification supplied by the seller, the buyer shall indemnify the seller and its directors against all losses, damages, costs and expenses awarded against or incurred by the seller in connection with the claim, or paid or agreed to be paid by the seller in settlement of the claim
Any copyright including without limitation copyright relating to drawings, models and tooling and other equipment, deign right or other intellectual property in the goods or any such rights related directly or indirectly to their supply under the terms of this contract shall be vest in the seller and the buyer agrees that it shall do any acts and execute any documentation required by the seller to secure the vesting of such rights in the seller

Insolvency of Buyer

This clause applies if
1. The buyer make a voluntary arrangement with its creditors or becomes subject to administration order or being and individual or firm becomes bankrupt or company goes into liquidation, or
2. An encumbrance takes possession, or a receiver is appointed, of any property or assets of the buyer, or
3. The buyer ceases, or threatens to cease, to carry on business or trading, or
4. Seller reasonably apprehends that any of the events above is about to occur in relation to the buyer and notifies the buyer accordingly
5. If this clause applies, then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreements

Export Terms

In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the international Chamber of commerce as in force at the date when the contract is made unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of incoterms and these conditions, the letter shall prevail
The buyer shall be responsible for complying with any legislation or regulations governing the importations of the goods into the country of destination and for the payment of any duties thereon

Confidential Information

Each of the parties hereto undertake to the other keep confidential all information written or verbal and without prejudice to include all promotional items and samples and such like unless agreed otherwise concerning the business and affairs of the other that it shall have obtained as a result of the discussion leading up to or the entering into or implication of this contract or which it may have learned during the term
The buyer must at all time keep full and updates records, documentation and certificates, etc ascertaining to the seller products, goods or services and will give full assess to the seller for inspection or investigation purposes. These records must be kept for as long as deemed necessary by the seller or the applicable regulatory body

Termination

The seller may stop any goods in transit, suspend further deliveries to the buyer and or terminate the contract with the buyer with immediate effect by written notice to the buyer where,
1. The buyer is in breach of an obligation under the contract
2. The buyer is subject to insolvency in accordance with the events in clause Insolvency of Buyer

General

No person whom is not part of this contract, including any employee, officer, agent or sub-contractor of either party shall have the right to enforce any terms of this contract which expressly or by implication confers a benefit on that person without the express prior permission in writing of the parties
The contract shall be governed by the laws of England and English courts. In the event of non-agreement both parties shall seek arbitrations in the first instance

PGT CEEWRITE: CURRENTLY OPERATE IN THESE SECTORS

AEROSPACE

MOTORSPORT

INDUSTRIAL

DEFENCE