IMPORTANT LEGAL NOTICE
ATTENTION: This
legal notice applies to the entire contents of the Website under the domain name
www.partnershipsincare.co.uk
and to any correspondence by e-mail between us and you. Please read these terms
carefully before using the Website. Using the Website indicates that you accept
these terms regardless of whether or not you choose to register with us. If you
do not accept these terms, do not use the Website. This notice is issued by Partnerships in Care Limited.
1.��������� General
1.1������� Any
purchase order ("Order") for any goods ("Goods") and/or services ("Services")
(together "Products") placed by Partnerships in Care Group Limited or any of
its subsidiaries (including without limitation Partnerships in Care Limited) ("PiC")
is made on and subject to these terms ("General Terms").
1.2������� These
General Terms and the Order (the "Contract") and any documents referred to
therein are the entire terms and conditions relating to the purchase of
Products by PiC.� They override and exclude any other terms and conditions referred
to, offered or relied on by the supplier named overleaf (the "Supplier")
whether in negotiation or at any stage in the dealings with PiC including the
Supplier�s standard terms of sale. �Without prejudice to the foregoing, PiC
will not be bound by any standard or printed terms furnished by the Supplier in
any documents, unless the Supplier specifically states in writing separately
from such terms that it intends such terms to apply and PiC�s Company Secretary
acknowledges such notification in writing.
1.3������� Alterations,
amendments or modifications shall be recorded in writing and signed by an
authorised representative of each of the parties.
1.4������� In the
event of any conflict between these General Terms and the Order the provisions
of the Order shall prevail.
2���������� Acceptance
of Order
2.1������� In the
absence of an acknowledgement of PiC�s Order execution of the Order by the
Supplier shall constitute acceptance.
3���������� Delivery
3.1������� Delivery
shall be completed when all of the following events have occurred:
3.1.1����� When
each and every one of the Goods has been delivered to the place specified in
the Order, or when the Services have been properly performed;
3.1.2����� PiC has
signed for receipt of the Goods and/or for completion of the Services; and
3.1.3����� in the
case of Products found to be non-conforming pursuant to Clause 5.1 when remedy
is made by the Supplier.
3.2������� The
time stipulated for delivery shall be of the essence. If the Supplier fails to
complete delivery in accordance with the Order then PiC shall have no
obligation to accept or pay for the Products and may cancel all or part of the
Order.
3.3������� PiC�s
signature given in accordance with Clause 3.1.2 is only to acknowledge delivery
of the Products and not confirmation that they conform to the Contract.
4.��������� Price
and Payment
4.1������� The
price of the Products shall be stated on the Order form and shall be inclusive
of all other costs, duties and taxes (except VAT).�
4.2������� PiC�s
payment terms are 30 days from end of the month following of the date of
receipt of a correct invoice from the Supplier.� Invoices which arrive before
the Products to which they relate shall be considered to be received on the
date of delivery as defined in accordance with Clause 3.1.
4.3������� All
Supplier invoices shall include the PiC Order number and be delivered carriage
paid to the delivery address overleaf.
4.4������� Subject
to Clause 4.3, the Supplier may charge interest for late payment of invoices
(to the extent that such invoices are not in dispute) at the rate of 2% per
annum above the base lending rate of Barclays Bank plc.
5.��������� Rejection
and Return
5.1������� In the
case of any Products which do not conform to the Contract at any time after delivery
(irrespective of whether PiC has accepted the Products or not) PiC shall have the
option to either:
5.1.1����� reject
the Products in part or whole; or
5.1.2����� require
the Supplier, at its sole expense, to repair or replace the Goods or re-perform
the Services as soon as possible so that they comply with the Contract.
5.2������� Any
rejected Products will be returned to the Supplier at the Supplier�s risk and
expense and the Supplier shall be liable to immediately repay any sums paid by PiC
in respect of the Products together with the cost of return.
6.��������� Warranty
6.1������� The
Supplier warrants that all Goods delivered shall be of satisfactory quality,
fit for purpose, free from defects in design, material or workmanship and
comply with the quantity and description stipulated in the Order.
6.2������� The
Supplier warrants that all Services shall be performed with all reasonable
skill and care.
6.3������� The
Supplier further warrants that all Services and Goods (and any relevant
documentation) shall:
6.3.1����� be
provided in accordance with the relevant service description (for Services) or goods
description (for Goods)
6.3.2����� comply
with PiC�s policies and procedures (copies available on request); and
6.3.3����� comply
with all applicable laws (including but not limited to the data protection and
health and safety legislation) and industry standards
7.��������� Breach
of warranty
7.1������� The
Supplier shall without delay repair, replace or re-perform as appropriate any
part(s) of the Products which are or which become defective during the period
of 12 months from the date of delivery or performance.
7.2������� Replaced,
repaired Goods and/or re-performed Services shall themselves have a warranty in
accordance with Clause 7.1.
7.3������� Remedies
in this Clause are without prejudice to and in addition to any warranties
provided by law and/or statute and/or under any other provision of the
Contract.
7.4������� In the
event the Products cannot be repaired, replaced within a reasonable period of
time PiC shall have a right to a cash refund from the Supplier and to cancel
without liability any Orders placed for similar Products.
8.��������� Risk
and Title
8.1������� Property
and risk in the Products shall pass to PiC upon signature of receipt in
accordance with Clause 3.1.2.
8.2������� Where
the Supplier takes possession of any of PiC�s materials, title remains with PiC,
risk passes to the Supplier at any times when the materials are in their
possession.
9.��������� Intellectual
Property
9.1������� The
Supplier warrants that neither the sale, use or provision of the Products will
infringe any intellectual property right including but not limited to any patent,
trade mark, copyright, design rights and any other� rights whether registered
or unregistered ("intellectual property rights") in the UK or any part of the
world. �The Supplier shall indemnify PiC against all actions, costs, claims,
demands, expenses and liabilities howsoever arising as a result of the
infringement or alleged infringement occasioned by the design, use of or
receipt of the Products.
9.2������� PiC
shall exclusively own upon their creation all intellectual property rights
created in the course of the Supplier providing the Services.
9.3������� Nothing
in this Contract shall amount to an assignment or transfer of any intellectual
property rights owned by either party prior to this Contract.
10�������� TUPE
regulations
10.1������ In the
event that the Transfer of Undertakings (Protection of Employment) Regulations
2006 (the "Regulations") is deemed to apply to this Contract, whether
upon its commencement or its termination (howsoever caused), the Supplier shall
indemnify PiC in full for and against all costs, claims, demands, charges,
liabilities, expenses (legal or otherwise), damages or losses whatsoever and
howsoever arising suffered or incurred by PiC in relation to anything which PiC
may be liable to any of its employees, and/or the Supplier's employees, and/or the
employees of any third party.
11�������� Indemnities
and Insurance
11.1������ The
Supplier shall indemnify PiC on demand against all losses, actions, costs,
claims, demands, expenses and liabilities it might incur as result of the
breach by the Supplier of its obligations under the Contract whether arising in
contract, tort or otherwise. �
11.2 ����� Neither
party�s liability for death or personal injury due to its negligence shall be
limited.
11.3������ The
Supplier shall have in force appropriate insurances including Employers
Liability Insurance; Public Liability Insurance and, where appropriate, Product
Liability Insurance
11.4������ The
Supplier shall insure the Products against all risks until delivery is
complete.
12.������� Termination
12.1������ Either
party may terminate this Contract if the other party:
12.1.1��� is in
breach and shall have failed to remedy such breach within 14 days of a written
request requiring it to remedy the breach; or
12.1.2��� commits
an act of insolvency or goes into liquidation or a petition is presented for
its winding up or a receiver or administrator be appointed over all or part of
its assets.
12.2������ PiC may
terminate this Contract at any time immediately on written notice.
12.3������ The
provisions of Clauses 1, 2, and 5 - 13 (inclusive) shall survive the
termination of this Contract.
13.������� General
13.1������ Sub-contracting
and assignment: The Supplier shall not assign or subcontract its
obligations under this Contract without the prior written consent of PiC.�
13.2������ Confidentiality:
Each of the parties agrees to keep confidential all information (written or
otherwise) concerning the business or affairs of the other that shall have
obtained as a result of this Contract or the discussion leading hereto.� The
Supplier shall not, without PiC�s prior written consent, use PiC�s name or
refer to the existence of this Contract to any third party other than as
required to perform its obligations under this Contract.
13.3������ Law:
The Contract shall be governed by English law and the parties submit to the
exclusive jurisdiction of the English courts.
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