Framework and Purchase Orders
This agreement sets the terms on which the Buyer and its Affiliates may buy Goods and Services from the Vendor. Each Purchase Order that the Vendor accepts, or is treated as accepting, forms a separate contract on the terms of this agreement. The Buyer's Affiliates that issue Purchase Orders are responsible for their own orders, and the Buyer is not liable for them unless it says so in writing.
Nothing in this agreement obliges the Buyer to place any Purchase Order or to buy any minimum quantity or value, and the Vendor has no exclusive right to supply. Any forecast the Buyer provides is given in good faith as an estimate only. The Vendor may, however, rely on a Purchase Order that the Buyer has issued and that is not cancelled under this agreement.
If there is a conflict, the following order of precedence applies, highest first: the body of this agreement; any schedule to this agreement; the Purchase Order, but only as to the description, quantity, price, delivery date and delivery place of what is ordered. The Vendor's quotation, order acknowledgement, invoice, delivery note and standard terms do not form part of any contract between the parties.
The Buyer's Purchase Order is an offer, and no contract exists until the Vendor accepts it. The Vendor's acceptance, which may be given by written confirmation, delivery or starting performance, is an acceptance of the Buyer's terms and of nothing else. The Vendor's conditions of sale, and every term in its quotation, order confirmation, invoice or delivery documents, are rejected and form no part of the contract, and the Vendor may not argue that the Buyer accepted them by taking delivery, by paying, or by failing to object.
The Buyer will issue each Purchase Order with a Purchase Order number, the Goods or Services ordered, the quantity, the price, the delivery date and the Delivery Location. The Vendor must quote the Purchase Order number on every acknowledgement, delivery note and invoice. The Buyer is not liable to pay for goods delivered or services performed without a valid Purchase Order, except where an authorised representative of the Buyer has instructed the work in writing.
The Vendor must accept or reject a Purchase Order in writing within 3 Business Days. If the Vendor does not respond in that time, the Buyer may treat the Purchase Order as rejected and place it elsewhere, or may remind the Vendor, and the Purchase Order is then treated as accepted if the Vendor does not reject it within one further Business Day. The Vendor may reject a Purchase Order only if it does not comply with this agreement or exceeds the capacity the Vendor has notified in writing.
The Buyer may change a Purchase Order before delivery or performance by written notice. If a change affects the price or the delivery date, the Vendor must tell the Buyer within three Business Days with the amount of the change and the Buyer may then confirm the change or withdraw it. The Vendor may not change a Purchase Order unless the Buyer agrees in writing.
The Buyer may cancel a Purchase Order, in whole or in part, before delivery or performance by written notice. If it does so more than ten Business Days before the delivery date, it is not liable for any charge. If it does so later, it will pay the Vendor's reasonable and documented direct cost of work already done and materials already bought for the cancelled order that cannot be used for other customers, up to the price of the cancelled order.