Please ensure you read our full terms and conditions for suppliers which are listed below. Particular points to note are:
Any order placed by West Bromwich Building Society or any of its subsidiary companies ('the Society') for the purchase of goods or services is subject to these conditions. No other terms or conditions (including any terms or conditions written on or attached to any sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier shall be included or implied unless agreed upon in writing and signed by authorised representatives of the Society and of the Supplier.
Any variation in price quantity delivery or other terms or conditions agreed orally shall be confirmed in writing or by fax by the Society and the Supplier within 7 days from the date of such agreement otherwise such variation shall not be binding on either party.
The Supplier shall be deemed to have accepted the order and these terms and conditions either by supplying the goods, acknowledging the order in writing or after 14 (overseas orders 21) days from the date of the order, whichever is the earlier.
All invoices (which shall be valid for VAT purposes), advice notes, delivery notes, packing notes, bills of lading, certificates of insurance and other documents must quote the Society's official Purchase Order Number and the Society's Bulk Purchase Order Release Number when appropriate, and be cross referenced to each other.
- Title and Risk
Title to and risk in the goods shall pass to the Society when delivery is made to the Society's premises specified in the Order, unless otherwise agreed in writing by the Society.
Prices shall be net of carriage paid to the Society's premises and packaged to the Society's specification unless otherwise agreed in writing by the Society. No change from the quoted price will have effect unless agreed in writing by the Society.
- The Society shall pay the net price in sterling within 30 days of the delivery of the goods or the date that the invoice is received whichever is later.
- The Society reserves the right to deduct from any monies due to the Supplier under this order the value of any monies owing to it by the Supplier.
- Rejection Clause
If any of the goods or packages containing the same do not comply with the order or with any terms and conditions including quality, quantity or description, the Society shall be entitled to reject those goods or any part of them within a reasonable time after delivery, irrespective of whether the Society has acknowledged receipt of them.
- In the case of latent defects the Society will be entitled to reject the goods within a reasonable time after becoming aware of the defect.
- Any acceptance of such goods shall be without prejudice to any rights that the Society may have against the supplier.
- The Society shall be entitled to return any rejected goods at the risk of the supplier and the supplier agrees to pay the costs of carriage.
- Unless otherwise agreed in writing any acceptance by the Society of delivery of part only of the goods or services is contingent on the full delivery being made in due course according to the order and these terms and conditions. If it is not then the Society may reject the partial delivery and rescind the contract at a later date.
The goods supplied or services rendered shall comply in every respect with the terms of any specification supplied, conform to any sample submitted, be free from defects in design material and workmanship and be fit for the purposes for which they are required. In providing any service the Supplier warrants that those performing the service are appropriately qualified, trained and will take all reasonable care and skill in performing those services. When any conditions or standards imposed by Statute or Regulation or otherwise by Government, Local Government or any other official body or person apply to the goods or services, the goods or services shall comply in every respect with such conditions or standards. If there is any fault in the goods or services the Supplier shall (at the Society's option) either, at its cost remedy the fault, replace the faulty goods or perform the services afresh or repay any sums paid under the agreement and accept notice from the Society of repudiation.
Any time or date specified for delivery of goods or performance of services shall be of the essence of the contract.
- If there is any delay in delivery (even if caused by any occurrence outside the Supplier's control) the Society shall be entitled to cancel the contract in whole or part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of goods actually delivered or services actually rendered to the Society prior to the date of such cancellation.
Unless otherwise agreed the Supplier shall in all cases where machinery or equipment is supplied maintain for at least the normal life of the machinery or equipment an adequate stock of spare and replacement parts and components and an adequate number of trained and expert service personnel so as to ensure that all necessary maintenance, adjustments or repairs to the machinery or equipment shall be carried out at reasonable expense to the Society with minimum delay.
If the order relates to the application by the Supplier of services (including any process) to goods supplied by the Society to the Supplier for that purpose the following additional conditions shall apply to the contract whether the goods supplied belong to the Society or to any third party.
- The Supplier shall be a Bailee of the goods and shall only hold them for the purpose of applying the services thereto.
- The Supplier shall at all times while the goods are in its care and control (or the care and control of any agent or contractor to the Supplier) insure the same with a reputable company for the full replacement value thereof against loss, damage or destruction and shall inform the Society forthwith if the goods are lost, damaged or destroyed and pay to the Society the full replacement value of such goods and shall indemnify the Society against any expenses, liability, loss, claim of proceedings by reason of, or in consequence of, such loss, damage or destruction.
- Breach and Liquidation
The Society shall have the right to terminate the contract with the Supplier immediately if:
The Supplier shall have failed to remedy any minor breach of the terms of any order within 30 days of a written request from the Society specifying the nature of the breach and requiring its remedy, or
- The Supplier is in material breach of a fundamental condition of the order as determined by the Society
- The Supplier shall go into liquidation whether voluntary or compulsory (save for the purposes of amalgamation or reconstruction) or have a receiver of its assets appointed or in any other way cease to carry on business.
Any such termination shall be without prejudice to the rights of the Society subsisting at the date of such termination and any goods or information belonging to the Society shall be returned promptly.
- Intellectual Property
The Supplier warrants that the provision of the goods and/or services will not infringe the intellectual property rights of any third party.
- The Supplier shall indemnify the Society against any contractual or tortuous liability which it may incur by reason of the sale or use of any goods supplied or services rendered infringing the claims of any patent or other intellectual property right of any other party.
- All tools, patterns, blocks, drawings and similar information which are the property of the Society or for which any payment is received from the Society must not be used, destroyed or otherwise disposed of without the Society's written authority.
- Any Intellectual Property Rights generated in the performance of services to the Society shall belong solely to the Society.
- Work on the Company's Premises
The Supplier and its employees agents and subcontractors shall at all times whilst on the Society's premises: (a) comply with any rules or regulations issued by the Society and obey any reasonable instructions of the Society and (b) shall in any event at all times comply with the provisions of the Health and Safety at Work Act 1974, any regulations made under it or any amendment to or re-enactment of that act.
The Supplier shall indemnify the Society against any liability claims proceedings costs expenses or damages:
- in respect of personal injury to, or death of any person whomsoever,
- in respect of any injury or damage whatsoever to any property real or personal,
- in respect of any loss of any other nature suffered by the society whether direct or indirect,caused by or arising from any defect in any goods supplied or services performed by the supplier and whether arising as a result of any act or omission of the Supplier or as a result of the negligence of the Supplier. The supplier shall adequately insure against its liability arising out of the provisions of this condition.
The Supplier will keep confidential and not disclose to any other person any information relating to the Society, its affairs or its customers which the Supplier receives or acquires as a direct result of the Society placing the order.
- The Supplier will comply with any and all relevant obligations imposed by the Data Protection Act 1998 and other subordinate legislation or regulations.
- On request the Supplier will enter into the Society's standard form confidentiality agreement and/or its standard form data processor agreement.
The Society and the Supplier will use their endeavours to negotiate in good faith and settle amicably any dispute arising from placement of the Order. If any dispute cannot be settled amicably through ordinary negotiations within 30 days the matter shall be referred to an arbitrator nominated by the President of the Law Society. The decision of the arbitrator shall be final and binding on the Society and the Supplier. Each party shall bare its own costs and the cost of the arbitrator is to be shared equally.
Any notice to be given under the agreement to the Society must be in writing and sent to its Head Office at 2 Providence Place West Bromwich B70 8AF. Any notice sent to the Supplier shall be deemed effective two days after being sent to its registered office or last known business address.
The Supplier shall not assign, delegate or subcontract an order or any part of it without prior written consent from the Society. The Society may assign the benefit and/or its obligations under the agreement without notice in advance but shall notify the Supplier where necessary after the event
Waiver by the Society of any of these conditions of purchase shall not in any way affect the validity of the other conditions or future enforcement of that condition.
- Applicable Law
These conditions shall be subject to and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts. In the event that any provision of this agreement is held to be invalid or void it shall be deleted and will not affect the validity of the remaining terms and conditions