Clayton Standard Terms & Condition of Purchase

1. Parties

This Purchasing Contract (“Contract”) is entered into between:

Purchaser: Clayton Equipment, with principal place of business at Second Avenue, Centrum 100, Burton Upon Trent, Staffordshire, DE14 2WF

Supplier: [Supplier’s Name], with principal place of business at [Supplier’s Address].

2. Scope of Agreement

The Supplier agrees to sell and the Purchaser agrees to buy the goods and/or services described in the Purchase Order issued by the Purchaser, in accordance with our terms and conditions outlined herein.

3. Pricing and Payment Terms

3.1. All prices shall be as stated in the Purchase Order and are firm, fixed, and not subject to increase.
3.2. Payment shall be made within the stated number of days from the date of receipt of the goods and/or services and a valid invoice, whichever is later.
3.3. The Purchaser reserves the right to withhold payment for any non-conforming goods or services.
3.4. Any additional charges not specified in the Purchase Order shall not be accepted unless approved in writing by the Purchaser.

4. Delivery Terms

4.1. The Supplier shall deliver the goods to the location specified by the Purchaser within the agreed delivery time.
4.2. Time is of the essence, and failure to deliver on the agreed date shall entitle the Purchaser to cancel the order, obtain goods from an alternative source, and claim any resulting costs from the Supplier.
4.3. All deliveries shall be accompanied by proper documentation, including invoices and packing lists.

5. Inspection and Acceptance

5.1. The Purchaser reserves the right to inspect the goods upon delivery and reject any non-conforming goods.
5.2. Rejected goods shall be returned at the Supplier’s expense, and the Supplier shall either replace or refund the amount paid for such goods within 10 days.
5.3. Acceptance of goods does not waive the Purchaser’s right to claim for defects discovered later.

6. Warranties

6.1. The Supplier warrants that all goods and services delivered shall be free from defects, conform to the specifications, and be fit for their intended purpose.
6.2. Any defective goods or services shall be repaired or replaced by the Supplier at no additional cost to the Purchaser within [number] days of notification.

7. Liability and Indemnification

7.1. The Supplier shall indemnify and hold harmless the Purchaser from any claims, damages, losses, or expenses arising out of defective goods, services, or the Supplier’s negligence.
7.2. The Purchaser shall not be liable for any indirect, incidental, or consequential damages.

8. Termination

8.1. The Purchaser may terminate this Contract with immediate effect if the Supplier fails to deliver goods or services as per the agreed terms.
8.2. Either party may terminate this Contract upon written notice if the other party becomes insolvent or breaches a material term of this Contract. The Supplier would be liable for any losses and related costs incurred from any third party that are passed on to the Purchaser.

9. Force Majeure

Neither party shall be liable for failure to perform obligations due to unforeseen circumstances beyond their reasonable control, including but not limited to natural disasters, acts of war, or government actions.

10. Confidentiality

10.1. The Supplier shall keep all information obtained from the Purchaser confidential and shall not disclose it without prior written consent.

11. Governing Law and Dispute Resolution

11.1. This Contract shall be governed by and construed in accordance with the laws of the United Kingdom.
11.2. Any disputes arising under this Contract shall first be attempted to be resolved amicably through negotiation. If unresolved, the dispute shall be settled through arbitration in the United Kingdom, in accordance with the rules of the United Kingdom.

12. Miscellaneous

12.1. This Contract constitutes the entire agreement between the parties and supersedes all prior agreements.
12.2. Any amendments must be in writing and signed by both parties.