Purchasing

1. DEFINITIONS

1.1 The term "Buyer" shall mean St. George's University of London or St. George's Hospital Medical School or any other wholely owned subsidiary at the address stated on the Purchase Order.

1.2 The term "Seller" shall mean the person, firm or company to whom the Purchase Order is issued.

1.3 The word "Goods" means all goods covered by the Purchase Order whether raw materials, processed materials, fabricated products or services.

1.4 The word "Packages" includes bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers.

1.5 The term "Purchase Order" shall mean Buyer's Purchase Order, which specifies that these general conditions apply to it.

1.6 The term "Contract" shall mean the contract between Buyer and Seller consisting of the Purchase Order, these general conditions and any other documents (or parts thereof) specified in the Purchase Order or expressly incorporating these general conditions.

2. QUALITY

The Goods supplied must comply in all respects with the specification(s), drawing(s), sample(s) and pattern(s) or any modification(s) thereof that may be agreed in writing.Notwithstanding the aforementioned, Goods supplied will comply in all respects with the express terms of the contract and the implied conditions, warranties and terms contained in the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, any related Statutes, and any statutory

Re-enactment(s) or modification(s) thereof.

All Goods will be of good construction, sound materially, of adequate strength and be free of defects in design, materials and workmanship.

3. DELIVERY

Time shall be of the essence and the Seller will deliver the Goods in accordance with the instructions shown on the Purchase Order which will specify the quantity required and the date, rate and place of delivery.Seller shall furnish such programmes of manufacture and delivery as Buyer may require. Quantities delivered in excess of those stated on the Purchase Order may not be accepted.

If Goods are incorrectly delivered Seller shall immediately effect correct delivery and shall be responsible for any additional costs or expenses incurred by both parties in so doing.

4. PRICE

The price, which shall include delivery carriage paid by Seller, shall be exclusive of VAT, and shall be a firm fixed price for the duration of the Contract and shall not be varied except with the express written agreement of the Buyer.

5. TERMS OF PAYMENT

Provided the Goods have been delivered to the Buyer, payment will be made by the Buyer to the Seller for Goods which comply with the Purchase Order by the end of the month following that in which the invoice is received or the Goods are delivered, whichever is the later.Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra.The correct Purchase Order number must be quoted on all invoices, and the Buyer will accept no liability whatsoever for invoices, delivery notes or other communications that do not bear such Purchase Order numbers.

6. LOSS OR DAMAGE IN TRANSIT

6.1 Buyer shall advise Seller in writing, otherwise than by a qualified signature on any Delivery Note, of any loss or damage within the following time limits.

6.1.1 Partial loss, damage or defects of a consignment or part thereof shall be advised within 7 days of date of delivery of the consignment or part consignment.

6.1.2 Non-delivery of the consignment or part thereof shall be advised within 21 days of receipt of notice of despatch.

6.2 Seller shall promptly make good free of charge to Buyer any loss of or damage to or defect in the Goods where notice is given by the Buyer in compliance with this condition.

7. DETERIORATION

Seller shall protect any item or part that might deteriorate during transportation or storage.

8. INSPECTION

Seller shall be responsible for the inspection and testing of the Goods and shall ensure that they are in compliance with the Contract prior to delivery to the Buyer.

Buyer shall have the right to inspect the Goods at the Seller's works and those of its sub-contractors at all reasonable times and to reject any part thereof that does not comply with the terms of the Contract.Seller shall ensure that Buyer's right of access, inspection and rejection at Seller's sub-contractor's premises are available to Buyer in Seller's sub-contracts. Any inspection, checking, approval or acceptance given on behalf of Buyer shall not relieve Seller or its sub-contractors from any obligations or liabilities set forth in this Contract.

9. REJECTION

In the case of Goods delivered by Seller not confirming with the Contract, whether by reason of being of quality or in a quantity measurement not stipulated or being unfit for the purpose for which they are required, where such purpose has been made known in writing to Seller or non-compliance with description or specification or sample.Buyer shall have the right to reject such Goods at any time and return such rejected Goods to Seller at Seller's cost and expense, and in the event that the Seller is unable to supply acceptable replacements within the time fixed by the contract or any extension granted, the Buyer will be entitled to purchase elsewhere as near as practicable to the same Contract specifications and conditions as circumstances shall permit, but without prejudice to any other right which Buyer may have against Seller, including but not limited to payment by Seller of any excess costs incurred by Buyer in doing so. The making of payment shall not prejudice Buyer's right of rejection and Seller shall immediately reimburse Buyer with an amount equal to that paid by Buyer in respect of the Goods and any applicable taxes.Before exercising the said right to purchase elsewhere, Buyer shall give Seller reasonable opportunity to replace rejected Goods with Goods which conform to the contract.

10. PACKAGES

10.1 Packages and containers of all kinds are supplied free and non-returnable unless otherwise clearly stated, in the first instance, on quotations and subsequently on all packages and containers, advice notes and delivery notes.

10.2 Where Buyer has an option to return Packages and does so, Buyer will return such Packages empty in good order and condition (consigned "carriage paid" unless otherwise agreed) to Seller's supplying works or depot indicated by Seller, and will advise Seller the date of despatch.

Packages returned promptly in the manner aforesaid shall be subject to an allowance at Seller's standard rate operating at the time Buyer issued the Purchase Order.

10.3 Where Goods are delivered by road vehicle, available empty Packages may be returned by the same vehicle.

10.4 Where Goods are delivered by tank wagons these will be emptied and returned without undue delay.

11. PASSING PROPERTY

The property and risk in the Goods will remain with the Seller until they are delivered at the point specified in the Purchase Order and a nominated employee of the Buyer signs a delivery note when title will pass to the Buyer without any limitation, constraint or encumbrance.

12. RESPONSIBILITY FOR INFORMATION

Seller shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by him, whether such information has been approved by Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Buyer.

13. VARIATIONS

13.1 The Seller shall not vary any of the Goods except as directed in writing by the Buyer.

13.2 The Buyer reserves the right by notice in writing to modify the quality or quantity of the Goods and any alteration to the Contract price arising by reason of such modification shall be the subject of mutual written agreement between the parties.

14. CANCELLATION

Any Purchase Order may be cancelled at any time by the Buyer giving the Seller notice in writing. A fair and reasonable price will be paid for all work in progress at the time of the cancellation, providing all such work is delivered to the Buyer. The Buyer's liability is strictly limited to work in progress and no further loss or liability will accrue.

15. FREE-ISSUE MATERIALS

Where Buyer for the purposes of the Contract issues materials "free of charge" to Seller such materials shall be and remain the property of Buyer. Seller shall maintain such materials in good order and condition subject in the case of tooling, patterns and the like to fair wear and tear. Seller shall use such materials solely in connection with the Contract. Any surplus materials shall be advised to Buyer and be disposed of at Buyer's discretion. Waste of such materials arising from bad workmanship or negligence of Seller shall be made good at Seller's expense. Without prejudice to any other of the rights of the Buyer, Seller shall deliver up such materials whether further processed or not to the Buyer on demand.

16. PURCHASE ORDER DOCUMENTS

16.1 The Buyer will not be liable in respect of any Purchase Order(s) or delivery instructions other than those issued or confirmed on its official, duly signed, Purchase Order documents.

16.2 Terms and conditions specified on the Purchase Order may not be varied except upon written authorisation.

17. ASSIGNING AND SUB-CONTRACTING

The Seller will not, without the written consent of the Buyer, which shall not be unreasonably withheld, assign or contract its rights or duties under the Contract, nor allow any goods to be made elsewhere than in his own establishment.

In the event that the Buyer has consented to the placing of sub-contracts, copies of each sub-contract and order shall be sent by Seller to Buyer immediately it is issued.

18. FORCE MAJEURE

Neither party shall be liable or deemed to be in default on account of any delay in delivery of the performance of any other act under this Contract due to circumstances which could not have been contemplated and which are beyond the party's reasonable control, provided that the party claiming hereunder shall notify the other with all possible speed specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance. If a delivery by the Seller or an acceptance by the Buyer of a delivery is delayed or prevented for any reason beyond the reasonable control of either party the Buyer reserves the right to defer the delivery date or cancel.

19. HAZARDOUS GOODS

19.1 Hazardous Goods must be marked by Seller with International Danger Symbol(s) and display the name of the material in English. Transport and other documents must include declaration of the hazard and name of the material in English. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. Seller shall observe the requirements of UK and international laws, regulations and agreements relating to the packing, labelling and carriage of hazardous Goods.

19.2 All information known, held by, or reasonably available to, Seller regarding any potential hazards known or believed to exist in the transport, handling or use of the Goods supplied shall be promptly communicated to Buyer.

20. HEALTH AND SAFETY AT WORK

The Goods will meet the safety requirements of the UK Health and Safety at Work Act 1974 - and no derogation under paragraph 8 of section 6 is acceptance. The Goods will also comply with any statutory re-enactments or modifications thereof, relative to English Law or EEC Legislation.

21. PATENT RIGHTS

Seller will indemnify Buyer against any claim or infringement of Letters Patent, Registered Design, Trade Mark or Copyright by the use or sale of the Goods supplied by Seller to Buyer and against all costs and damages which Buyer may incur in any action for such infringement or for which Buyer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design of instruction furnished or given by Buyer. Provided also that this indemnity is conditional on Buyer giving to Seller the earliest possible notice in writing of any claim being made or action threatened or brought against Buyer and on Buyer permitting Seller at Seller's own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. Buyer on his part warrants that any design or instruction furnished or given by him shall not knowingly be such as will cause Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Contract.

In the event of any claim for infringement the Buyer may (but shall not be obliged to) require the Seller at Seller's expense to either procure for buyer the right to continue using the Goods or replace them with non-infringing Goods or modify the Goods so they become non-infringing provided always that the standard and quality of the Goods is not adversely affected.

22. WARRANTY

Without prejudice to any rights that Buyer may have by statute, common law or otherwise Seller shall as soon as reasonably practicable repair or replace all Goods which are or become defective during the period of 12 months from putting into service or 18 months from delivery whichever shall be the shorter, where such defects occur under proper usage and are due to faulty design. Seller's erroneous instructions as to use or erroneous use data, or inadequate or faulty materials or workmanship, or any other breach of Seller's warranties, express or implied. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement.

23. INSURANCE AND INDEMNITY

The Seller shall indemnify the Buyer against any liabilities, damages, claims, costs, losses and expenses incurred or paid by the Buyer howsoever arising from any defect in the Goods or any breach by the Seller of its obligations hereunder or of any statutory duty or from any act of omission of the Seller's servants, agents or contractors.

The Seller shall insure with a reputable insurance company its liabilities under this Contract for a minimum of one million pounds (£1,000,000) sterling per event and if so required at any time produce the policy of insurance and the receipt for the current premium to Buyer for its inspection. Seller agrees that any monies received by the Seller from the insurance company in full or part settlement of a claim arising out of this Contract and paid by or due to the Buyer shall be paid immediately to the Buyer without offset or counter claim.

Any limitation, monetary or otherwise in such policy shall not be construed as a limitation on Seller's liability and Seller shall notwithstanding such limitation remain liable in full for the matters and to the extent not covered by the policy.

24. CONFIDENTIALITY

24.1 All plans, drawings, designs or specifications supplied by the Buyer to the Seller shall remain the property of, and shall be returned to the Buyer on completion of the Contract and shall not be copied, and no information relating to the Goods shall be disclosed to any third party except for the purpose of this Contract.

24.2 No photographs of any of the Buyer's equipment, installations or property shall be taken without Buyer's prior consent in writing.The Seller shall keep secret and shall not divulge to any third party (except Sub-Contractors accepting a like obligation of secrecy, and then only to the extent necessary for the performance of the sub-contract) all information given by the Buyer in connection with the Contract or which becomes known to the Seller through his performance of the Contract or use the same other than for the purpose of executing the Contract.

24.3 The Seller shall not mention the Buyer's name in connection with the Contract or disclose the existence of the Contract in any publicity material or other similar communication to third parties without the Buyer's prior consent in writing.

25. TERMINATION

If the Seller commits any breach in the terms and conditions of the Contract or if he shall die or become bankrupt or insolvent or have a receiving order made against him or being a company enter into liquidation, whether compulsory or voluntary (except for the purpose of amalgamation or reconstruction), or if execution is levied against the Seller's Goods or assets, the Buyer may forthwith, by notice in writing, terminate the Contract, but such termination shall be without prejudice to any rights or remedies of the Buyer subsisting at the time thereof.

26. NON-WAIVER

The non-exercise by Buyer of any of its rights hereunder in any particular incidence of breach or default by Seller shall not constitute a waiver by Buyer of such right in that or any subsequent incidence.

27. GENERAL CONDITIONS IN THE TENDER

No conditions submitted or referred to by Seller when tendering shall form part of the contract unless otherwise agreed to in writing by Buyer.

28. GOVERNING LAW

The construction, validity and performance of the Contract shall be governed by the law of England, and both parties hereby submit to the non-exclusive jurisdiction of the English Courts.