Purchase Terms & Conditions
“Company” shall mean Forsspac (MBR) Corporation or Forsspac Ltd.
“Supplier” shall mean the provider of goods or services as detailed in the purchase order.
“Goods” shall mean the articles or materials defined in the purchase order.
The purchase order constitutes an offer on the part of the Company which must be accepted in writing by the Supplier or by the actual execution of the purchase order.
The quotation from the supplier will be embedded into the purchase order issued by the Company. The supplier must clearly state in the quotation the goods or services to be provided, price including VAT, delivery method, delivery date, payment terms which not be less than 30 days except by prior written agreement with the Company.
Acceptance of purchase order will be deemed to bind the supplier to the following terms and conditions and no goods shall be supplied by the supplier except in accordance therewith. In case of any conflict between these condition and those of the supplier, these conditions will prevail.
5. Delivery Notes
All goods delivered to the Company must be accompanied by a delivery note bearing the companies purchase order number.
If the goods are despatched via a carrier then a copy of the delivery note showing despatch particulars including the Companies purchase order number must be sent to Company on the day of despatch.
The Company does not accept any responsibility for the non delivery of the goods.
6. Quality and Defects
The Company reserves the right to reject any goods which are either faulty or unsuitable for the purpose for which they were purchased or do not conform to the quality, standard or description as specified in the purchase order.
The Company may return the rejected goods at the Suppliers risk and expense for full credit or replacement.
a)Delivery shall be completed only when the whole of the goods shall have been accepted at the place specified on the purchase order.
b)Unless otherwise agreed in writing, where a specific time for delivery is mentioned in the purchase order, such time shall be of the essence of the contract, and in the event of failure by the Supplier to delivery at such time, the Company shall, without prejudice to any other rights, be entitled to cancel the purchase order at any time after the specified time, and any extension of the time shall not constitute a waiver of the rights.
c) If for any reason the Company is unable to accept delivery of the goods at the time when the goods are due and ready for delivery, the Supplier shall store the goods at it own risk until there actual delivery.
Goods will only be accepted at the agreed delivery address during normal working hours.
a) No variance in price will be accepted unless a price variation has been agreed in advance.
b) The Company reserves the right to deduct from any monies due or becoming due to the Supplier any monies from the Supplier to the Company in respect of any claim whatsoever
Payment by the Company for any of the materials covered by the purchase order shall not be constitute a waiver of any of the Companies rights, nor shall such payment terminate any of the Suppliers warranties
Any breach of any term of a purchase order by the Supplier either regarding time of delivery or otherwise shall (whether the Company has accepted the goods or any part thereof or not, and whether the property in the Goods has passed to the Company or not) entitle the Company in its option to treat the purchase order as repudiated or treat any such breach as a breach of warranty, giving rise to claim for damages.
The Supplier warrants that the design, construction and quality of any goods to be manufactured or supplied by him shall comply in all respects with any Statute, Statutory Rule or Order or Regulations which may be in force at the time including any Health and Safety at Work Act(s) and further that the sale or use of Goods by the Company shall not infringe any licence restriction, patent, trademark, trade name or registered design.
The Supplier will Indemnify the Company against the following:-
a) Loss or damage of injury, whatsoever and whensoever arising, caused to the Company or for which the Company may be liable to third parties due to defective workmanship or unsound quality of the Goods supplied.
b) Claims in respect of death or injury, howsoever caused, to any of the employees of the Supplier or those of the agent or sub-contractor of the Supplier while in or about the Companies sites or works or other place of business.
c) Loss, damage, liability, cost or expense arising from any breach of the Warranties clause.
This purchase order may be cancelled at any time by the company giving the Supplier notice in writing. A fair and reasonable price shall be paid for all work in progress at the time of the cancellation which is subsequently sold and delivered to the Company.
The provisions of the purchase order shall apply to the sale of such work in progress to the Company. The Company shall not liable for any loss to the supplier including consequential loss.
14. Passing of Property
Any Goods supplied by the Supplier shall remain at the Supplier’s risk until delivery to the Company has been completed in terms of condition “delivery” when the property in the Goods shall pass to the Company.
The Supplier shall not without having obtained the prior written consent of the Company, assign, transfer or sub contract the purchase order or any part thereof.
The Supplier shall treat this purchase order and all designs, drawings, specifications and information supplied therewith as confidential, and shall not disclose the same to any third party with the Company’s prior written consent or infringe and copyright, patent, trade name or registered design vested in the Company.
17. Proper Law
This agreement shall be read and construed and have effect according to the laws of Philippines and as a Contract made in the Philippines, and the parties hereto submit to the non exclusive jurisdiction of the Philippines.