Purchase Terms & Conditions

We, iPRO Solutions or iPRO Manufacturing; only purchase goods, rights and services ("Deliverables") on these terms and conditions ("the Terms"). If you accept our order it will be on these Terms and no other standard terms. If you act in a manner calculated to appear as an acceptance of our order, that will act as an acceptance and you will be bound by our Terms, regardless of any contradiction in your own small print. If you wish to reject our order and make a counter-offer you MUST therefore reply to our order in writing explicitly and clearly indicating rejection. Equally, if you make a counter-offer which is not clearly labelled as such (or as a rejection of our order) no subsequent behaviour of ours, in accepting Performance, can be taken to imply any acceptance by us of that counter-offer. These Terms can only be changed, or other terms agreed, in written correspondence signed by a director or other senior officer of the Company. These Terms are important and should be studied carefully.

DEFINITIONS
"BUSINESS DAY" means any day other than a Saturday, Sunday or bank holiday; 
“THE BUYER” means IPRO Limited, a company registered in England under number 3878139 whose registered office is at Unit 3, Haddenham Business Park, Haddenham, Bucks HP17 8LJ, UK. 
“THESE CONDITIONS” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller; 
“THE CONTRACT” means the contract for the sale and purchase of the Goods constituted by the Seller’s acceptance of the Order in accordance with these Conditions; 
“THE DELIVERY” means the address stated on the Order for delivery of the Goods; 
“THE GOODS” means the goods (including any instalment of the goods or any part of them) described in the Order; 
“THE ORDER” means the Buyer’s purchase order to which these Conditions are captured; 
“THE PRICE” means the price of the Goods; 
“THE SELLER” means the person so described in the Order or Supplier; 
“SPECIFICATION” includes any plans, drawings, data or other information relating to the Goods; and 
“WRITING” includes facsimile, transmission, electronic mail and comparable means of communication. 
“TOOLS” refers to dies, moulds, stencils, jigs and fixtures

1    THE CONTRACT
1.1    Our contract the Buyer (iPRO), will encompass our express written order, these Terms, anything else we expressly agree under section 1.2, any content imposed by law, but nothing else.
1.2    If the Seller requests iPRO to accept a term, or accept a particular responsibility, or wish to rely on a representation they have made; you must therefore obtain our express agreement to that. That means express written agreement, signed by a director or other senior officer of the Company and referring expressly to these Terms. iPRO will deal with this independent to these Terms, so be aware that our acceptance of contractual performance, does not imply acceptance of any terms that are different to iPRO Terms. For purposes of these terms, written agreement can be communicated by pre-paid post, or e-mail. 
1.3    If any of the terms of the contract conflict with or contradict each other those terms will over-ride each other in the following order of priority: (1) any express written agreement from us; (2) our order; (3) these Terms.
1.4    We are not contractually bound until we place a formal order and then only to the extent of the issues specifically covered by that order or in writing signed by a Director.  iPRO will only be contractually bound when the Seller accepts our order.
1.5     The headings in these Conditions are for convenience only and shall not affect their interpretation. 

2.    BASIS OF PURCHASE 
2.1            The Buyers Order constitutes an offer to purchase the Goods subject to these Conditions. No contract shall 
exist until the Seller accepts the order in writing on its own order acknowledgements.
2.2     The Supplier shall accept the Order placed by the Buyer as a binding contract for the supply of the Goods subject to these conditions, shall exist by whichever is the earlier of: 
2.2.1     The Supplier’s acceptance of the Order, in writing or orally, subject to these conditions; or 
2.2.2     Delivery of Goods 
2.3     Any typo graphical clerical or other accidental error or omission in the Order placed by the Buyer or in any drawings specifications, instructions, tools or other material supplied by the Buyer, shall be subject to correction without any liability on the part of the Buyer. 
2.4     No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. 

3.    SPECIFICATION 
3.1     The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer. 
3.2     Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract. 
3.3     The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. 
3.4     The Seller shall not unreasonably refuse to take any steps necessary to comply with any request by the Buyer to inspect or test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and to provide the Buyer with any facilities reasonably required by the Buyer for inspection or testing. 
3.5     If as a result of inspection or testing the Buyer is not satisfied that the goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing; the Seller shall take such steps as are necessary to ensure compliance. 
3.6    The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.
4.     PRICE
4.1     The Price of the Goods shall be as stated in the Order and, unless otherwise so stated, shall be:-
4.1.1     Exclusive of any applicable “Tax” (value added), which shall be payable by the Buyer subject to receipt of a VAT invoices; and
4.1.2     Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2     No increase in the Price is acceptable; whether due to increased raw material, labour or transport costs, and fluctuation in rates of exchange or otherwise; without the prior consent of the Buyer in writing.
4.3     The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.

5.     PAYMENT
5.1     The Seller shall be entitled to invoice the Buyer on or at any time after delivery for the Goods, and each invoice shall quote the number of the Order.
5.2     Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods within the agreed payment terms period, by the Buyer of a proper invoice or, if later, after acceptance of the Goods in question by the Buyer, but time for payment shall not be of the essence of the contract.

6.    DELIVERY
6.1    The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.
6.2     Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Seller after the placing of the Order, the Seller shall confirm to the Buyer, the receipt of an order with 24 hours, thereafter acknowledgement of the specified delivery date within 48 hours in writing.
6.3    The time of delivery of the Goods is of the essence of the Contract.
6.4    A packing note clearly quoting the number of the Order must accompany each delivery or consignment of the goods.
6.5     If the goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.
6.6    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 accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery.
6.7    The Seller shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods.
6.8    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, unless primarily agreed packaging terms to the contrary with the Seller.
6.9    If the Goods are not delivered on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has agreed to pay any part of the price in advance of delivery) to claim from the Seller by way of liquidated damages for delay.
6.10    The Buyer shall not be deemed to have accepted the Goods until it has had 2 days to inspect them following delivery or collection as the case may be. The Buyer shall also have the right to reject the Goods as though they had not been accepted for 30 days after any hidden defect in the Goods has become apparent.
6.11    Delivery must be Euro pallet type 1 no taller than 120cm

7.    QUALITY
7.1     Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
7.2     The Seller warrants that (subject to the other provisions of these conditions) upon delivery, the Goods shall:
7.2.1     be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
7.2.2     be reasonably fit for purpose;
7.2.3     Be fit for a particular purpose for which the Goods are being bought, if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Seller.
7.3    If any of the Goods do not conform with any of the warranties in condition 8.2, the Seller shall at its expense repair or replace such Goods (or the defective part) or refund the price of such Goods at the Contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to the Seller.

8.    RISK AND PROPERTY
8.1    Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
8.2    The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods has been agreed to be made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.

9.    TOOLS
9.1    Any tools, dies, moulds, jigs and fittings (“Tools”) remain the property of the Company and will in no case leave 
the Company’s premises. The Company shall retain Tools for a reasonable time in anticipation of future orders from the Customer, but for the avoidance of doubt the Company shall not be liable to the Customer in respect of retaining the Tools.
9.2    The Company reserves the right to charge the Customer any cost which would otherwise be borne by the 
Company in respect of Tools manufactured to order to meet the specifications of the Customer set out in the Order and the Customer shall also be liable for the cost of Tools manufactured to meet an Order of the Customer where the Order or part of it is cancelled by the Customer or for any reason beyond the control of the Company.

10.     WARRANTY
10.1     The Seller warrants to the Buyer that the Goods:-
10.1.1    Will, both at the time of delivery and for a reasonable period of time thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Order and Specification supplied or advised by the Buyer to the Seller;
10.1.2    Will be free from defects in design, material and workmanship;
10.1.3    Will correspond with any relevant Specification or sample; 
10.1.4    Will comply with all statutory requirements and regulations relating to the sale of the Goods.

11.    INDEMNITY
11.1     The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses awarded against, incurred or paid by the Buyer as a result of or in connection with:
11.1.1    Breach of any warranty given by the Seller in relation to the Goods;
11.1.2    Any claim that the Goods infringe, or that their importation, use or resale, infringes, the patent, copyright trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
11.1.3     Any act or omission of the Seller or its employees, agents or sub-contractors in   supplying, delivering or installing the Goods.
11.1.4     All claims by the customers of the Buyer (and their sub-buyers) arising out of any breach whatsoever, by the Seller of this contract for sale.

12.     REMEDIES
12.1     Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
12.1.1 To rescind the Order;
12.1.2 To reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
12.1.3 At the Buyer’s option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
12.1.4 To refuse to accept any further deliveries of the Goods but without any liability to the Buyer;
12.1.5 To carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; 
12.1.6 To claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.

13.    TERMINATION
13.1     The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods by giving notice in writing 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, already received, in respect of which the Buyer has exercised its right of cancellation.   
13.2     The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:-
13.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction; 
13.2.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; 
13.2.3 The Seller ceases or threatens to cease, to carry on business;
13.2.4 The Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
13.3    Any right of cancellation or suspension under this section is additional to any rights available to us under the law of any relevant jurisdiction.

14.    FORCE MAJEURE
14.1     In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout, the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
14.2     Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
14.3     If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

15.    COMMUNICATIONS
15.1     All communications between the parties about the Contract shall be in writing and delivered by hand, sent by pre-paid first class post or sent by electronic mail:
15.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller;
15.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
15.2     Communications shall be deemed to have been received:
15.2.1 If sent by pre-paid first class post, seven Business Days after posting (exclusive of the day of posting);
15.2.2 If delivered by hand, on the day of delivery; 
15.2.3 If sent by electronic mail on a Business Day prior to 5.00 pm, at the time of transmission and otherwise on the next Business Day.
15.3     Communications addressed to the Buyer shall be marked for the attention of the Procurement Department.
15.4    Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified following this provision to the party giving the notice.

15.5    The Supplier will keep strictly confidential all information which is learnt about iPRO or customers, and use that information only for the performance, in good faith, of your contractual obligations to iPRO. By way of illustration only, you may not use such information to help our competitors, poach our staff or disparage our reputation. This restriction will apply until the fifth anniversary of the contract date, and does not apply to information which is in the public domain.

16.    WAIVER
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.

17.    SEVERANCE
If any provisions of these Conditions are 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 remainder of the provisions in question shall not be affected.

18.    THIRD PARTY RIGHTS
A person who is not a party to the Contract shall have no rights under this Contract following the Contracts (Rights of Third Parties) Act 1999.

19.    GOVERNING LAW
This Agreement shall be governed, construed and enforced in accordance with the laws of England.  

20.    JURISDICTION 
Any dispute or claim related to any part of this contract – i.e. Purchase Order shall be settled by mutual consent of both parties.