TERMS AND CONDITIONS
Applicability. These General Purchase Order Terms and Conditions shall apply to each purchase order extended by MDM Lifting Solutions Ltd, (the “Buyer“) for the acquisition of specified goods (the “Goods“) as detailed in any purchase order. These Terms and Conditions (the “Terms“), along with the terms and conditions mentioned in the purchase order itself, collectively constitute the sole and comprehensive agreement between the parties pertaining to the purchase order, superseding any prior or concurrent understandings, agreements, negotiations, representations, and warranties, whether written or verbal, related to the subject matter of the purchase order. The terms of the purchase order take precedence over any terms or conditions present in any other documents and explicitly exclude any general terms and conditions of sale or other documents issued by the Seller in connection with the purchase order.
These Terms are applicable to any repaired or replacement Goods provided by the Seller under the purchase order. The Buyer is not obligated to make any minimum or future purchase commitments under this purchase order.
Acceptance. This purchase order becomes binding on the Buyer only when the Seller formally accepts it in writing. If the Seller fails to accept the purchase order in writing or fails to commence performance within 30 days of receiving the purchase order, the purchase order becomes void. The Buyer retains the right to withdraw the purchase order at any time before the Seller's acceptance.
Delivery Date. The Seller is responsible for delivering the Goods in the quantities and on the dates specified in the purchase order or as mutually agreed upon in writing. Timely delivery is crucial. If the Seller fails to fully deliver the Goods on the specified Delivery Date, the Buyer may immediately terminate the purchase order by providing written notice to the Seller. In such a case, the Seller shall indemnify the Buyer against any losses, claims, damages, and reasonable costs directly attributable to the Seller's failure to meet the Delivery Date.
Quantity. If the Seller delivers more or fewer Goods than specified in the purchase order, the Buyer may reject the excess or incomplete Goods. The rejected Goods must be returned to the Seller at the Seller's expense. If the Buyer accepts the delivery of Goods in a quantity that deviates from the original order, the Price for the Goods will be adjusted proportionally unless otherwise stipulated in the purchase order.
Delivery Location. All Goods must be delivered to the address indicated in the purchase order (the “Delivery Location“) during the Buyer's normal business hours or as otherwise instructed by the Buyer.
Shipping Terms. Delivery must be made in accordance with the terms specified in the purchase order. The Seller must provide written notice of shipment to the Buyer once the Goods are delivered to a carrier for transportation. The Seller should furnish the Buyer with all shipping documents, including the commercial invoice, packing list, and any other necessary documents required to release the Goods to the Buyer within three business days after delivery to the transportation carrier. The Order number must be included on all shipping documents, labels, invoices, correspondence, and any other documents related to the purchase order.
Title and Risk of Loss. Title to the Goods transfers to the Buyer upon delivery of the Goods to the Delivery Location. The Seller is responsible for all risk of loss or damage to the Goods until they are delivered to the Delivery Location.
Packaging. All Goods must be packaged for shipment in accordance with the Buyer's instructions or, in the absence of instructions, in a manner that ensures the safe delivery of undamaged Goods. If the Seller requires the Buyer to return any packaging materials, the Seller must provide prior written notice, and any return of such materials shall be at the Seller's expense.
Amendment and Modification. Any changes to this purchase order are only binding if made in writing, specifically indicating that they modify the purchase order, and are signed by an authorized representative of the Buyer.
Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. The Buyer may choose to inspect all or a sample of the Goods and may reject any portion of the Goods if they are found to be nonconforming or defective. If any portion of the Goods is rejected, the Buyer may, upon written notice to the Seller, choose to: (a) cancel the entire purchase order; (b) accept the Goods at a reduced price; or (c) reject the Goods and request the replacement of the rejected Goods. If replacement is required, the Seller must, at their own expense, promptly replace the nonconforming Goods and cover all related expenses, including transportation costs for the return of defective Goods and the delivery of replacement Goods. Failure to deliver replacement Goods in a timely manner may result in the Buyer replacing them with goods from a third party, and the Seller will be responsible for the associated costs. The Buyer retains the right to conduct further inspections after the Seller has taken corrective action.
Price. The price of the Goods is as specified in the purchase order (the “Price“). In the absence of a specified price, the Price shall be the amount stated in the Seller’s current price list as of the purchase order date. Unless stated otherwise in the purchase order, the Price encompasses all packaging, transportation costs to the Delivery Location, customs duties and fees, and applicable taxes, including, but not limited to, all sales, use, or excise taxes. Any Price increase requires the prior written consent of the Buyer, regardless of whether it is due to increased material, labor, or transportation costs or any other reason.
Payment Terms.
The Seller must issue an invoice to the Buyer upon completion of delivery and in accordance with the Terms. The Buyer shall make all properly invoiced payments to the Seller within 30 days after receiving the invoice, except for any amounts genuinely disputed by the Buyer. All payments must be made in US dollars and can be made through ACH, wire transfer, or check. In cases of payment disputes, the Buyer must deliver a written statement to the Seller no later than 14 days before the disputed invoice's due date, specifying all contested items in detail. Uncontested amounts must be paid within the prescribed period in this Section 12. Both parties are expected to resolve any payment disputes expeditiously and in good faith. Despite any disputes on other items, the Buyer may continue to fulfill its obligations under the purchase order for amounts not under dispute.
Setoff.
Without prejudice to any other rights or remedies, the Buyer reserves the right to set off any amount owed to it by the Seller against any amount due from the Buyer to the Seller under the purchase order.
Warranties.
The Seller warrants to the Buyer that, for a period of 12 months from the Delivery Date, all Goods will: (a) be free from defects in workmanship, material, and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by the Buyer; (c) be suitable for their intended purpose and operate as intended; (d) be merchantable; (e) be free of any liens, security interests, or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties remain valid after delivery, inspection, acceptance, or payment of the Goods by the Buyer. These warranties are cumulative and in addition to any other warranties provided by law or equity. Any statute of limitations begins from the date the Buyer discovers any noncompliance of the Goods with the aforementioned warranties. If the Buyer notifies the Seller of any noncompliance with this Section, the Seller must, at their own cost and expense,
General Indemnification. The Seller shall undertake to defend, indemnify, and absolve the Buyer, its subsidiaries, affiliates, successors, or assigns, as well as its respective directors, officers, shareholders, and employees, and the customers of the Buyer (collectively referred to as "Indemnitees"), from any and all losses, injuries, damages, liabilities, claims, deficiencies, actions, judgments, interests, awards, penalties, fines, costs, or expenses, which may include reasonable legal and professional fees and expenses. This indemnification encompasses the cost of enforcing any indemnity rights and the expenses related to pursuing insurance providers (collectively referred to as "Losses"). Such Losses may arise out of or be associated with the products procured from the Seller or any negligent, willful misconduct, or breach of the Terms by the Seller. The Seller shall not enter into any settlement without the prior written consent of the Buyer or the concerned Indemnitee.
Intellectual Property Indemnification. At its own expense, the Seller shall provide a defense, indemnify, and hold harmless the Buyer and any Indemnitee against any Losses arising from or connected to any claim asserting that the Buyer's or an Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret, or other intellectual property rights of any third party. In no circumstances shall the Seller enter into any settlement without obtaining the prior written consent of the Buyer or the relevant Indemnitee.
Compliance with Law. The Seller is obliged to comply with and shall adhere to all applicable laws, regulations, and ordinances. The Seller shall possess and maintain all the licenses, permissions, authorizations, consents, and permits necessary for the execution of its responsibilities under the Order. The Seller is obligated to comply with all export and import laws of all countries implicated in the sale of Goods under this Order. The Seller assumes full responsibility for the clearance of Goods requiring any government import clearance. The Buyer reserves the right to terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.
Termination. The Buyer retains the authority to terminate this Order, either in its entirety or partially, at any time and with or without cause, concerning undelivered Goods, by providing 30 days' prior written notice to the Seller. Additionally, the Buyer may terminate this Order with immediate effect upon delivering written notice to the Seller, either before or after the Goods are accepted, if the Seller has failed to perform or comply with any of these Terms, in whole or in part. In the event that the Seller becomes insolvent, files a petition for bankruptcy, or initiates or becomes the subject of bankruptcy, receivership, reorganization, or assignment for the benefit of creditors proceedings, then the Buyer may terminate this Order by delivering written notice to the Seller. If the Buyer terminates this Order for any reason, the Seller's exclusive remedy shall be the payment for the Goods received and accepted by the Buyer before termination.
Limitation of Liability. This Order shall not exclude or limit (a) the Seller's liability under Sections 14, 15, 16, and 21 herein, or (b) the Seller's liability for fraud, personal injury, or death caused by its negligence or willful misconduct.
Waiver. No waiver by any party of any provisions of this Order shall be effective unless explicitly set forth in writing and signed by the waiving party. Unless otherwise specified in this Order, no failure to exercise or delay in exercising any rights, remedies, powers, or privileges arising from this Order shall constitute a waiver thereof. Furthermore, any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Confidential Information. All non-public, confidential, or proprietary information of the Buyer, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the Buyer to the Seller, whether disclosed orally or in written, electronic, or any other form or medium, and irrespective of whether marked as "confidential," in connection with this Order, is confidential. This information is solely for the purpose of fulfilling the Order and may not be disclosed or copied without the written authorization of the Buyer. Upon request by the Buyer, the Seller shall promptly return all documents and materials received from the Buyer. The Buyer is entitled to seek injunctive relief for any breach of this Section. This Section shall not apply to information that is: (a) publicly available; (b) already known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller from a third party on a non-confidential basis.
Force Majeure. Neither party shall be held liable or deemed to have breached this Agreement due to any failure or delay in fulfilling or performing any term of this Agreement, to the extent that such failure or delay is caused by or results from the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government orders, laws, or actions; (e) embargoes or blockades effective on or after the date of this Agreement; and (f) other similar events beyond the reasonable control of the affected party (the "Impacted Party"). The Impacted Party shall provide notice within 7 days of the Force Majeure Event to the other party, indicating the expected duration of the occurrence. The Impacted Party shall use diligent efforts to terminate the failure or delay and minimize the effects of such Force Majeure Event. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after eliminating the cause. If the Impacted Party's failure or delay remains uncured for 30 consecutive days after written notice, the other party may subsequently terminate this Agreement upon giving 3 days' written notice.
Assignment. The Seller is prohibited from assigning, transferring, delegating, or subcontracting any of its rights or obligations under this Order without obtaining the prior written consent of the Buyer. Any purported assignment or delegation in violation of this provision shall be deemed null and void. Such an assignment or delegation shall not release the Seller from any of its obligations hereunder.
Relationship of the Parties. The parties' relationship is that of independent contractors. The provisions of this Order shall not be construed as establishing any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party shall possess the authority to bind the other party or contract on its behalf. No exclusivity relationship shall be implied from this Order.
No Third-Party Beneficiaries. This Order is exclusively for the benefit of the parties hereto, their respective successors, and permitted assigns. It does not intend to, nor shall it confer any legal or equitable rights, benefits, or remedies upon any other person or entity under these Terms, whether express or implied.
Governing Law. All disputes and issues arising from or related to this Order shall be governed by and interpreted in accordance with the internal laws of the United Kingdom, with no application of choice of law provisions or rules.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising from or related to this Order shall be initiated in the courts of the United Kingdom, with exclusive jurisdiction residing in the City of London, and each party irreversibly consents to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to, not in lieu of, any other rights and remedies available under United Kingdom law, in equity, or otherwise.
Notices. All notifications, requests, consents, claims, demands, waivers, and other communications under this Order (each referred to as a "Notice") shall be in written form and addressed to the parties at the addresses specified on the face of this Order or at such other address as designated by the receiving party in writing. All Notices shall be delivered by personal delivery, a nationally recognized overnight courier service (with all fees prepaid), facsimile transmission (with confirmation of receipt), or certified or registered mail (with return receipt requested and postage prepaid). Unless otherwise specified in this Order, a Notice is deemed effective only (a) upon receipt by the receiving party and (b) if the party issuing the Notice has complied with the provisions of this Section.
Severability. If any term or provision of this Order is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, nor shall it invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of this Order that, by their nature, should endure beyond their stated terms shall remain in effect following the termination or expiration of this Order. This includes, but is not limited to, the following provisions: Warranties, General Indemnification, Intellectual Property, Indemnification, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction/Arbitration, and Survival.
