Terms & Conditions (Harley T&C's for suppliers):
HARLEY FACADES LTD
TERMS AND CONDITIONS OF ORDER (edition 3 – March 2011)
The Terms and Condition of the Order shall take precedence over any terms and conditions, exclusions, or limitations contained in any of the supplier’s or sub-contractor’s conditions of sale, order acceptance, credit application conditions or any other documentation, regardless of the dates or sequence these were issued.
Unless the order is refused in writing within 24 hours of its issue, the order is deemed to have been accepted and its terms are binding
Extent of Order
The price on the Order is the only price that Harley will pay. No price increases in component prices, rates or lump-sums will be accepted for any reason.
Increase or decrease in quantities will be paid for on a pro-rata basis
This order is the sole responsibility of Harley Facades Ltd, a Limited Liability Company Registered in England no. 03991613
Time is of the Essence
All items must be delivered in accordance with the date/programme/ lead-times attached to the order, or at a time specified by the authorised Harley Manager
The project is subject to Liquidated and Ascertained damages, in addition to any other direct costs and losses, which are passed on to the supplier or sub-contractor in the event of their default.
Any losses suffered by Harley as a result of late delivery or defective material, whether LADs are applied or not, will be passed to the supplier or sub-contractor.
Title of Goods
Title of goods, free from any charges or encumbrances, passes to Harley as soon as they are delivered to site, Harley’s offices or third party premises as nominated by Harley
Payment
Payment will be made on Nett Monthly Account. i.e. 31 days (or other period to match the project’s Main Contract payment period) from the end of the month in which the goods and services were supplied and the invoice was issued.
Payment for any disputed invoices will be held until the dispute is resolved.
Late Payment
Late payment of an invoice shall not constitute a breach of contract, unless the payment is more than 45 days past due payment date
In the event that the payment is late (but less than 45days past due) supply of materials may not be withheld. If materials are withheld any losses suffered by Harley as a result will be passed to the supplier
Termination by Harley
Harley may for any reason terminate the Order with the Supplier or Sub-Contractor by written notice. Harley will be liable only for the materials supplied to site in condition compliant with the specification, programme and order. There shall be no other liability whatsoever
Termination shall not reduce the liability the supplier or sub-contractor has to reimburse Harley for any damages or loss suffered by Harley as a result of the supplier’s late deliveries, non-compliant products or inadequate performance
Termination by Supplier or Sub-Contractor
If Harley do not pay after 45 past due, the supplier or sub-contractor may terminate the order.
Harley will be liable only for the materials supplied to site in condition compliant with the specification, programme and order. There shall be no other liability whatsoever
Termination shall not reduce the liability the supplier or sub-contractor has to reimburse Harley for any damages or loss suffered by Harley as a result of the supplier’s late deliveries, non-compliant products or inadequate performance
Right to withhold
Harley may withhold money for goods which have been supplied incorrectly, or for any loss Harley has suffered as a result of the supplier or sub-contractors default. Withholding of this money does not constitute late payment.
Credit Account
This order is placed on the understanding that the supplier has carried out all necessary checks and will provide a credit account at an amount suitable for this contract
Any delay is supplying the material as a result of any credit issue is the responsibility of the supplier or sub-contractor and they will be responsible for any and all losses suffered by Harley
Defective Material
Any loss suffered by Harley as a result of defective material will be fully paid for by the supplier whether the defect was apparent at construction phase or at any time within 12 years from the Practical Completion of the project
These costs are for the total costs to rectify the fault and include all material, access, labour and associated costs. Defective material, includes but is not limited too, incorrect manufacture, workmanship, incorrect design, in-service failure, lack of fitness for purpose, non-compliance with specification of building regulations
Liability
The costs resulting from any of the above which the supplier or sub-contractor owes to Harley shall be deducted from any money owed by Harley to the sub-contractor, whether on this or any other project. If the supplier or sub-contractor owes more money to Harley than it is due from Harley, the balance will be paid to Harley within 31 days from a Demand from Harley.
This money will be Personally Guaranteed, jointly and severally, by the Directors and appropriate managers and agent of the supplier or sub-contractor
Documentation of losses
Calculation of losses will be determined by Harley and will be issued within 28 days of these becoming clear. Failure to notify within 28 days does not remove the supplier’s liability for any costs whatsoever. Full costs arising through the contract period will be notified within 60 days of Practical Completion Ongoing costs will be recorded and reported on a regular basis. Defects discovered within 12 years will be reported when they are discovered
