BARMINCO GROUP STANDARD PURCHASE ORDER TERMS
1.
General
a. "Barminco" means
the
Barminco
group
entity
in
respect
of
which
a
Purchase
Order
is issued.
b. "Purchase
Order" means
the
agreement
between
Barminco
and
the
Seller
which
arises
on
acceptance
of
a
written
Barminco
purchase
order,
the
written
purchase
order
and
any
documents
attached
or
incorporated
by
reference
together
comprising
the
entire
agreement
for
the
purchase
of
the
goods
and/or
services
("Goods/Services").
c.
No
modification
of
these
Terms
will
be
binding
on
Barminco
unless
agreed
to
by
Barminco
in
writing.
d.
These
Terms
replace
all
prior
proposals
and
negotiations
with
the
Seller
and
the
Purchase
Order
supersedes
any
prior
documentation
in
relation
to
the
supply
of the
Goods/Services.
e.
The
Seller
will
not,
without
the
prior
written
consent
of
Barminco,
assign,
sub-contract
or
otherwise
transfer
the
Purchase
Order,
either
in
whole
or
in
part.
f.
If
the
Seller
comprises
two
or
more
persons,
each
person
is
jointly
and
severally
responsible
for
all
and
any
obligations,
liabilities
and
indemnities
in
favour
of
Barminco.
2.
Acceptance
of delivered
Goods/Services
a.
The
acceptance
by
the
Seller
of
Barminco's
written
purchase
order
or
delivery
of
the
Goods/Services
(whichever
first
occurs)
will
constitute
unconditional
acceptance
of
the
written
purchase
order
and
agreement
between
the
parties
on
these
Terms.
b.
Delivery
will
only
occur
when
the
Goods/Services
have
been
received
and
accepted
by
Barminco
notwithstanding
any
agreement
to
pay
freight,
express
or
other
transportation
charges
or
the
passage
of
title
by
operation
of
law
or
otherwise
and
the
cost
of
loss
or
damage
in
transit
will
be
borne
by
the
Seller.
c.
Risk
and
property
in
the
Goods/Services
will
pass
to
Barminco
when
Barminco
unconditionally
accepts
the
Goods/Services
in
accordance
with
these
Terms.
d.
All
Goods/Services
will
be
subject
to
Barminco's
inspection
and
approval.
If
any
Goods/Services
are
rejected
by
Barminco,
those
Goods/Services
will
be
held,
subject
to
the
Seller's
instructions,
at
the
Seller's
risk
and
at
the
Seller's
expense
and,
may
be
returned
by
Barminco
to
the
Seller,
or
as
otherwise
instructed
by
the
Seller,
at
the
Seller's
expense.
e.
Barminco
reserves
the
right
to
reject
any
Goods/Services
which
are
damaged
or which
do
not
conform
to
the
quality,
conditions
or
type
specified
in the
Purchase
Order.
f.
Acceptance
by
Barminco
of
all
or
any
part
of
the
Goods/Services
supplied
under
the
Purchase
Order
which
is
not
in
accordance
with
the
terms
of
the
Purchase
Order
will
not
bind
Barminco
to
accept
future
deliveries.
g.
Acceptance
by Barminco
of all
or any
part
of
the
Goods/Services
will
not
be deemed
to be
a
waiver
of Barminco's
right
either
to cancel
or return
all
or
any
part
of the
Goods/Services
because
of failure
to conform
to the
Purchase
Order
by reason
of any
defects
or
breach
of
warranty,
or
be deemed
to be
a
waiver
of Barminco's
right
to
make
any
claim
for
damages
incurred
by Barminco.
These
rights
will
be
in addition
to any
other
remedies
provided
by
law.
3.
Seller’s
warranty
a.
The
Seller
warrants
that
the
Goods/Services
will
be
of
merchantable
quality,
fit
for
sale
and
for
use,
fit
for
the
purpose
intended
and
that
they
conform
to
the
specifications,
applicable
standards
and
performance
capacity
represented
by
the
Seller.
b.
The
Seller
warrants
that
the
Goods/Services,
including
in
the
case
of
goods,
all
component
parts,
are
free
from
defects
and,
for
a
period
of
one
year
after
Barminco's
acceptance
of
the
Goods/Services,
agrees
to
promptly
replace
and
reinstall
any
defective
part
or
unit
at
no
cost
to
Barminco,
(including
without
limitation
labour,
material,
freight
and
delivery
charges)
or
resupply
free
of
charge
any
service,
as
appropriate.
4.
Payment
terms
a.
Payment
for
the
Goods/Services
will
be
made
within
the
period
agreed
between
Barminco
and
the
Seller
at
the
time
of
Purchase
Order.
b.
Payment
for
the
Goods/Services
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