1		Definitions
	a	The term "Buyer" shall mean the company so named in the Purchase Order.
	b	The term "Seller" shall mean the person, Firm or Company to whom the Purchase Order is issued.
	c	The word "Goods" includes all goods & services covered by the Purchase Order including proprietary items, raw materials, processed materials, fabricated items and services provided.
	d	The Term " Purchase Order" shall mean buyers purchase order which specifies that These Conditions apply to it.
	e	The "Contract" shall mean the contract between the buyer and seller consisting of the Purchase Order.
	f	The term "Order" shall mean the Purchase Order / Contract as detailed in points d&e.
	g	"GEN" shall mean Global Enterprise Network.
	h	The "Company" shall mean Global Enterprise Network.
	i	The term "These Conditions" shall mean the Buyers Standard Terms and Conditions of Purchase set out in this document including additional requirements specified on the face of the order.

2		Formation of Contracts
	a	All contracts of purchase made by GEN shall be deemed to incorporate these Terms and Conditions. No written, printed terms inconsistent with These Conditions or additional thereto shall be binding upon the Company unless expressly accepted in writing by the Company 's representatives subsequent to the presentation of these conditions to the Seller.
	b	For Telecommunications & Data services orders, the GEN Condition of supply for Telecommunication services document is considered to be incorporated within these terms and conditions, and legally binding. A current copy is available online at http://www.gen.net.uk/policy/COD_TELECOM.htmat any time.
	c	The company shall not be liable in respect of any Orders or instructions other than those issued or confirmed on the Company's official Purchase Order forms duly signed by the Company's authorised representatives.
	d	The company will incur no obligation in respect of any order until the Company receives the written confirmation of the Seller in the form of an acknowledgement of the order. If the seller should fail to provide such written confirmation, the Company shall have the option of either regarding the Order as unconditionally accepted, or withdrawing the same by notice to the Seller, in which case any costs incurred by the Seller shall be for the Seller's account. Acceptance of the Order constitutes a Contract between the Company and the Seller.

3		Variation
		This Order when accepted by the Seller constitutes the complete and final agreement between the Company and the Seller. No variation, amendment or alternative understanding in anyway purporting to modify the Contract shall be binding upon the Company unless made in writing on official Company Purchase Order forms and signed by the company's authorised representative.

4		Price
		The price stated in the Order are fixed and firm unless otherwise stated.

5		Inspection and Test
		The Company reserves the right to inspect and / or test the goods the subject matter of the Order ("The Goods") before despatch or after receipt at the Company's premises or such other place as designated by the Company and to reject any Goods which do not comply with the Conditions of the Contract. Such inspection/test does not relieve the Seller from any obligations under the Contract. All Goods ordered shall correspond with any description or specification given by the Company and with any sample supplied by the Seller be fit for the purpose for which the Company has expressly or by implication made it known that is requires the same and be of normally acceptable industrial standards and of merchantable quality. If the Company rejects or refuses to accept any Goods having the right so to do it shall not be bound to return them to the Seller but in the event that it nevertheless decides to return them the Goods shall be returned at the risk and expense of the Seller

6		Title
		The Seller has the right to sell the Goods and the Goods are and will remain until property therein passes to the Company the absolute property of the Seller free of any lien, change or other encumbrance and the Company will enjoy quiet possession thereof.

7		Delivery
		The time stipulated for delivery of the Goods shall be the Goods shall be the essence of the contract. Should the Seller fail to deliver the Goods at the time specified the Company (without prejudice to any other remedies to which it may be entitled) reserves the right to:-
	a	Cancel the part of the Order which is undelivered, at the end of the specified period: and
	b	Charge to the Seller any additional costs, losses or expenses which it may be involved due to the Seller failure to deliver the Goods at the stipulated time.
	c	Should the supplier fail to deliver the items in accordance with the Order and such failure is not due to Force Majeure, The buyer may in addition and without prejudice to any rights of termination or cancellation available to the Buyer deduct or recover from the supplier as agreed liquidated damages and not by way of penalty a sum equal to one percent (1%) of the value of the item in default for each day or part thereof from the contractual delivery date specified in the order up to a maximum of fifty percent (50%) of the item value at the time of default.
	d	Notwithstanding the provisions of paragraph C, in the event that any delay in delivery due to cause other than Force Majeure exceeds seven (7) days then the buyer may in addition and without prejudice to any rights or termination/cancellation available to the Buyer claim damages in accordance with its rights at common law and in such case the liquidated damages provisions of paragraph 7c shall not apply.
		All deliveries of Goods will be accepted during normal working hours as detailed below unless by special prior arrangement made via the Purchasing Department. Monday - Friday 0900 - 1630

8		Excess Quantities
		The Company accepts no liability for the acceptance of payment for Goods delivered in excess of quantities specified in the Order unless otherwise agreed and may return such goods to the Seller at no risk or expense to the Company.

9		Packaging
		The Goods shall be suitably packed to prevent degradation and damage in transit and clearly marked with the consignee's name, address any other identifying marks which may be requested by the Company. Unless otherwise stated, all containers and packaging materials supplied by the Seller shall be considered non-returnable.

10		Carriage
		All goods shall be delivered, carried paid, to the address of the address of the company appearing on the Order or to any other destination specified in the Order. The Company shall not be liable for any costs arising out of any more expeditious means of transit which may be necessary in order to meet the due date for delivery of the Goods. Unless as expressly stated on the face of the Order or as authorised by an officer of the Company.

11		Property and Risk
		The property in the Goods shall pass to the Company on payment of the price invoiced for the goods or on delivery, whichever first occurs. The Goods shall remain at the risk of the Seller until the property in the Goods passes to the Company. If any Goods are rejected by the Company the property and the risk therein shall remain with or thereupon revert to the Seller.

12		Invoices and Advice Notes
		An Advice Note, quoting the Order Number must be attached to, or enclosed with all Goods delivered and a copy thereof posted to the Company at the time of despatch giving exact details of method of transit, vehicular identification and destinations. Invoices quoting the Order Number and the Advice Note references must be sent immediately after despatch of the Goods.

13		Payment
		Payment will be made within 30 days from,  the date of delivery for goods, or date Seller's invoice is received into our accounts department for services, without prejudice to any rights of the Company contained with these conditions. Payment terms may vary by mutual agreement between the Buyer and the Seller, or as stipulated on the face of the official Company Purchase Order.

14		Warranty
		The Seller shall, as soon as practicable, replace or repair, free of charge, all Goods which are, or become defective due to faulty materials or design or workmanship, or from any act or omission on the part of the Seller. The warranties herein shall run to the Company, it's affiliated and subsidiary companies, successors, assigns, customers and user of goods. Any equipment or parts repaired or replaced by virtue of the Condition shall enjoy the same guarantee as the foregoing. Without prejudice to any other rights it may have, the Company reserves the right to return the rejected goods or to repair the goods or any part thereof which it is entitled to reject and to debit all cost thereby incurred to the Seller.

15		Transfer and Sub-Letting
		The Seller shall not give, bargain, see, assign, sub-let (except as is customary in the trade) or otherwise dispose of the contract or any part thereof or the benefit or advantage of the Contract or any part thereof without the prior written consent of the Company.

16		Patent Right
		The Seller shall protect, indemnify and hold harmless the Company and it's associated Companies, it's servants and agents, against any and all liability, loss or expense by reason of any claim, action or litigation in respect of any alleged or actual infringement of any patent, copyright or trade make foreign or domestic, resulting from the use or resale of the goods or any part thereof.

17		Tools and Data
		Any tools and data made by the Seller specially for the execution of this order or supplied by the Company, shall not be used in the service of any other company or person or for the purpose of any other work without the written consent of the Company. All such tools and data shall remain the property of and at the disposal of the Company, The Seller agrees to insure and indemnify the Company against any loss or damage to such items whilst they are in the custody of the Seller and to ensure that the interest of the company is noted on any policy of insurance covering such items.

18		Information
		The Seller shall not disclose the Contract of any provision there of or any specification, plan, data or information issued or furnished by, or on behalf of the Company to any person other than a person employed by the Seller in carrying out the Order at the Seller's works or locations specified without the prior written consent of Company. Such specifications, plan, data and information must be used solely for the purpose of supplying the Goods/Services and no similar goods or parts thereof may be made for any other purpose except with the prior written consent of the company. All such specifications, plans, data and information must be returned to the Company forthwith on completion of the Order.

19		Default
		The Company may, by notice in writing to the Seller, terminate any Contract forthwith either in it's entirety or to the extent the Goods are undelivered in any event without prejudice to any other rights of the Company if:
	a	The Seller shall commit any breach of the terms of that or any other Contracts with the Company and on it's part to be observed or performed PROVIDED that if such breach is remediable the Company has given notice thereof to the Seller and the same has not been remedied within 24 hours thereafter.
	b	The Seller becomes insolvent or Bankrupt or (being a Company) makes an arrangement with it's creditors or has an administrative received or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction), Buyer may without prejudice to any other of his rights terminate the Contract forthwith by notice to Seller or any person in whom the Contract may have become vested.
	c	Being an individual the Seller shall die or have a receiving order made against him or commit any act of bankruptcy.

21		Indemnity
		The Seller shall be solely liable for and shall indemnify the Company against any liable, loss, claim or proceedings in respect of injury or damage arising directly out or in the course of the execution of any work under this contract, provided always that the same is due to the negligence, omission or default of the Seller, his servants agents, sub-contractors or any circumstances within the Sellers control.

22		Force Majeure
		The Company shall be entitled to rescind the Contract for the Goods which have not been delivered or to require the Seller to suspend delivery for any period if the activities of the Company are interrupted for reasons beyond the Company's control or which could not with reasonable diligence have avoided including (but not limited for strike, lock out, sit up, trade dispute, war, flood or accident.)

23		Government Contracts
		Where the work to be performed and the Goods to be supplied under this order are required in support of a UK Government contract then those further conditions referred to on the face of this Order are deemed to form a part of this Contract.

24		Coshh Regulations
		The Seller shall provide details with the initial delivery or on demand by the Company on all substances supplied which are covered / included within section 6 of the Heath and Safety at Work Act 1974 as amended by schedule 3 of the Consumer Protection Act 1987. The Seller is reminded that he is obliged by Law to provide the Buyer with Heath and Safety Information on substances used in the work place.

25		Law
		The application of the Uniform Laws on International Sales shall be governed by the Laws of England and any claim or dispute arising therefrom shall be subject to the jurisdiction of and by determined by the English Courts.

26		Headings
		The Headings used in these conditions are for convenience only and shall not affect the construction thereof.

 

27		Termination
	a	In the event of any breach or non-observance by the Supplier of the Order or these Conditions (other than delay in delivery due to Force Majeure) the Purchaser may give the Supplier notice of such breach. If such breach is capable of remedy the Supplier shall rectify the breach within seven (7) days from the date of such notice for goods, or 24 hours for services. If the Supplier does not rectify the breach within the said time period or if the breach is not capable of remedy then the Purchaser shall have the right to give the Supplier written notice forthwith terminating the whole or any part of the Order and any contract arising out of the Order without incurring any liability whatsoever. In addition and without prejudice to existing rights and remedies already accruing to the purchaser, the Purchaser reserves the right to recover from the Supplier the additional cost of purchasing the item from elsewhere.
	b	In the event that any delay in delivery due to Force Majeure exceeds one (1) month, the Purchaser shall have right to give the Supplier written notice forthwith terminating the Order without incurring any liability whatsoever.
	c	The Purchaser shall have the right to give the Supplier written notice forthwith terminating the Order if the Supplier shall cease or threaten to cease carrying on business or shall become insolvent or has a receiver or administrator appointed or should compound with it's creditors or go into liquidation whether voluntary or otherwise (other than a member's voluntary liquidation for the purpose of amalgamation of reconstruction) or (being an individual) shall commit any act of bankruptcy or a receiving order shall be made against him or if the Purchaser bona fide believes that any of such events may occur.
	d	I addition the Purchaser shall have the right at any time to give the Supplier written notice forthwith terminating the whole or part of the order and the Supplier shall forthwith arrange the economical cessation of work against the Order or part thereof of it's own sites and at those of it's subcontractors and shall await the purchaser's disposal instructions. The Purchaser undertakes to reach a fair and reasonable settlement with the Supplier for all liabilities and expenditures necessarily and properly incurred in connection with the Order provided that such settlement shall not exceed the total price of item.
	e	In the event of any termination of the Order for whatever reason, the item or information title to which is vested in the Purchaser shall be delivered by the Supplier to the Purchaser, in default of which the Purchaser may enter the Suppliers site and remove the item or information and recover the cost of so doing from the Supplier. The Supplier shall also provide to the Purchaser all documentation necessary for the completion and maintenance of the item. Such documentation shall include, but shall not be limited to, drawings, source code in the form of commented listings together with related flow charts and other associated data. Save where the item is rejected by the Purchaser, the Purchaser shall pay a fair and reasonable price of the item.
	f	Any termination of the Order for whatever reasons shall be without prejudice to any rights and remedies which either party may have and both parties shall use all reasonable endeavours to mitigate their losses on such termination.