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| 1. Conditions of Purchase | 2. The Goods | 3. The Price |
| 4. Delivery | 5. Damage in Transit | 6. Inspection, Rejection & Guarantee |
1. CONDITIONS OF PURCHASE (English Law Version)
These Conditions may only be varied with the written agreement of Prêt A Manger. No terms or conditions put forward at any time by the Supplier shall form any part of the Contract.
2.1 The Goods shall be to the reasonable satisfaction of the University and shall conform in all respects with any particulars specified in this Order and in any variations thereto.
2.2 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force.
2.3 The Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the company and the company relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order.
3.1 The price of the Goods shall be as stated in Prêt A Mangers Order and no increase will be accepted by the company unless agreed by him in writing before the execution of the Order.
3.2 Unless otherwise agreed in writing by the company, the Supplier shall render a separate invoice in respect of each consignment delivered under this Order. Payment shall be due 30 days after receipt of the Goods or the correct invoice therefore, whichever is the later.
4.1 The Goods shall be delivered to the place named overleaf. Any access to premises and any labour and equipment that may be provided by the company in connection with delivery shall be provided without acceptance by the company of any liability whatsoever and the Supplier shall indemnify the company in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the company may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors.
4.2 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the company (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the order therefore, in either case without prejudice to its other rights and remedies.
On dispatch of any consignment of the Goods the Supplier shall send to the company at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the company provided that:
(a) in the case of damage to such Goods in transit the company shall within thirty days of delivery give notice to the Supplier that the Goods have been damaged,
(b) in the case of non-delivery the company shall (provided that the company has been advised of the dispatch of the Goods) within ten days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
6. INSPECTION, REJECTION AND GUARANTEE
6.1 The Supplier shall permit the company or its authorized representatives to make any inspections or tests it may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at its premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the company of any rights or remedies in respect of the Goods.
6.2 The company may by written notice to the Supplier reject any of the Goods which fail to meet its requirements as specified. Such notice shall be given within a reasonable time after delivery to the company of the Goods concerned. If the company shall reject any of the Goods pursuant to this Condition the company shall be entitled (without prejudice to its other rights and remedies) either:
(a) to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the company shall elect) replaced by the Supplier with Goods which comply in all respects with the requirements specified;
or
(b) to obtain a refund from the Supplier in respect of the Goods concerned.
6.3 The guarantee period applicable to the Goods shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the company and the Supplier). If the company shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the company may have) as quickly as possible remedy such defects (whether by repair or replacement as the company shall elect) without cost to the company.
7.1 The Supplier shall keep secret and not disclose and shall procure that its employees keep secret and do not disclose any information of a confidential nature obtained by it by reason of this Order except information which is in the public domain otherwise than by reason of a breach of this provision. The provisions of this paragraph shall apply during the continuance of this Order and after its termination howsoever arising.
8. TERMINATION ON SUPPLIER'S INSOLVENCY
Without prejudice to any other rights or remedies of the company under this Order the company shall have the right forthwith to terminate this Order by written notice to the Supplier or its trustee in bankruptcy or receiver or (if a company) liquidator or administrator if the Supplier shall have a receiver appointed over all or a substantial part of its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.
These Conditions shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the jurisdiction of the English courts. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the company to take proceedings against the Supplier in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.