In the absence of a signed agreement between Bidally and the Supplier for the purchase of particular Goods and/or Services, these Terms and Conditions shall apply to all the purchase of such Goods and/or Services by Bidally from the Supplier to the exclusion of all other terms and conditions, including any terms and conditions which the Supplier may purport to apply under any sales offer or similar document.
2.
In the event Supplier form(s) or part(s) of forms are included in, or as an attachment to, any bid, proposal, offer, acknowledgement, or otherwise, Supplier agrees that, in the event of inconsistencies or contradictions, the terms and conditions of the solicitation document and this Terms and Conditions shall supersede and control over those contained in the Supplier's form(s) regardless of any statement to the contrary in a Supplier form(s). Unless Bidally specifically agrees in writing through overt reference or other express written indication of assent, terms and conditions on Supplier forms regarding choice of law, venue, warranty disclaimer or exclusion, indemnification or limitation of liability shall be of no effect.
3.
Dispatch or delivery of the Goods or Services by the Supplier to Bidally shall be deemed conclusive evidence of the Supplier's acceptance of these Terms and Conditions.
4.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Bidally. The Purchase Order, these Terms and Conditions and any special terms and conditions shall form the entire agreement between Bidally and the Supplier in relation to the purchase of the Goods and/or Services.
Price and Payment
5.
Unless otherwise agreed, the Price is:
5.1.
That stated in the Purchase Order;
5.2.
Exclusive of UK VAT;
5.3.
Inclusive of any other taxes payable;
5.4.
Inclusive of cost of delivery to the delivery address specified by Bidally and of standard packaging suitable for the means of delivery and any customs or import/export duties;
5.5.
Fixed; and
5.6.
In the currency agreed between Bidally and the Supplier, and if no currency has been agreed, in GB Pound Sterling.
6.
Valid VAT invoice in respect of the Price shall be produced to Bidally by the Supplier. Unless otherwise agreed in writing by Bidally, the invoice may only be submitted and dated after completed delivery of the relevant Good or completed performance of the relevant Services. The invoice shall not be valid unless it states the Invoice Address, the Bidally Purchase Order number ( a seven digit number beginning with 4), the Supplier's VAT number, the net amount due, and the Supplier's full banking details (including account number, sort code, and, where applicable, SWIFT code).
7.
Bidally shall pay the Price within 45 days from the end of the month of receipt of the invoice.
8.
The Supplier shall not be entitled to vary the Price without the prior written consent of Bidally.
Warranty
9.
Unless otherwise agreed, the Supplier warrants to Bidally, and it is a condition of the agreement between the Supplier and Bidally that the Goods themselves shall and the sale/performance of the Goods and Services shall:
9.1.
Comply with any specification and any drawings, descriptions or samples supplied prior to the Purchase Order and any requirements made by n;
9.2.
Be of satisfactory quality, safe and fit for their purpose and any Services shall be supplied with due care and skill;
9.3.
Comply with all laws and industry standards applicable to the nature of Goods and Services supplied.
10.
Without prejudice to clause 5.1 and any other rights of Bidally, the Supplier warrants that the Goods and Services shall continue to comply with clauses 5.1.1 and 5.1.2 until (i) 3 (three) months from the date of completed delivery of the Goods and Services or (ii) 3 (three) months after they are put into use (whichever is the sooner) and if they do not so comply the Supplier shall at its cost, within 14 days remedy the defect in the Goods and/or Services or replace the Goods.
11.
Bidally may without prejudice to its other remedies, within 3 (three) months of completed delivery at the Supplier's cost (including freight) reject, in whole or in part, Goods which do not comply with these Terms and Conditions. Bidally shall not be deemed to have accepted to Goods on receipt. The signature of a Bidally representative on delivery is only evidence of the number of packages and/or Services received and not that they comply with these Terms and Conditions.
12.
Where the Goods are repaired or replaced in terms of clause 4.2 the Supplier warrants those repaired or replaced Goods for a further period of 3 (three) months from the date of repair or replacement.
Delivery of Goods and/or Performance of Services
13.
Delivery of the Goods and/or Services shall be made to Bidally's address on the date specified in the Purchase Order during normal business hours, unless previously arranged otherwise. Time shall be of the essence in this respect and Bidally is entitled to cancel, without notice, the whole or any part of the Purchase Order if this Clause is not complied with by the Supplier.
14.
The Services (if applicable) shall be performed in a professional manner to the satisfaction of Bidally. If any part of the Services is found to be inadequate or in any way differing from the Contract, other than as a result of default or negligence on the part of Bidally, the Supplier shall at its own expense reschedule and perform the work correctly within such reasonable time as may be specified.
15.
Where Bidally cancels the whole or part of the Purchase Order in accordance with clause 5.1:
15.1.
All sums payable by Bidally in relation to the whole or part of the Purchase Order cancelled shall cease to become payable;
15.2.
Bidally shall be entitled to recover damages from the Supplier for any loss caused to Bidally where Bidally cancels the whole or part of the Purchase Order in accordance with clause 15.1.
15.3.
All sums paid by Bidally in relation to the whole or part of the Purchase Order cancelled shall be repaid by the Supplier;
15.4.
Without prejudice to its other rights, Bidally may cancel a Purchase Order in whole or in part (i) immediately if there is a material breach of these Terms and Conditions (these shall include any breach of clause 4) (and if the breach is remediable if it is not remedied within 14 days of Bidally sending notice to the Supplier) or if the Supplier becomes bankrupt and (ii) on 1 (one) months' notice at any time prior to complete delivery of the Goods and Services.
15.5.
The Supplier shall not without Bidally's written consent subcontract the supply of Goods and/or performance of the Services under this Terms and Conditions.
