This Order is subject to the special instructions on the face of this Order and (so far as they are consistent with the special instructions) the following conditions, and in accepting the Order the Supplier agrees that these conditions apply to the exclusion of any printed or standard conditions of the Supplier.
1. Definitions
“The Contract” means the contract between us (SmallHD LLC) and the Supplier (you, the seller of the goods or service) consisting of this Order, any other documents (or parts thereof) specified in this Order and any further arrangements agreed in writing. Should there be any inconsistency between the documents comprising the Contract they shall prevail in the following order 1) mutually signed, written arrangements which specifically and unambiguously amend the Order and/or its appended documents, 2) the Order, appended documents and any special instructions, 3) these Conditions.
2. Please note that SmallHD LLC only accept responsibility for Orders confirmed, on our printed forms, duly signed by a Director, Company Secretary, Manager or Buyer of the Company.
3. Quality
All goods supplied must be of good merchantable quality, fit for their purpose and, where appropriate, must accord with specification or sample. Where requested the Supplier is to support the materials with necessary documentation. These requirements may take various forms but may include certificate of conformity.
4. Delivery Date
The date of delivery of the goods shall be that specified in this Order unless agreed otherwise in writing. On request, the Supplier will furnish programmes of manufacture and delivery and the Supplier will give us notice as soon as practicable if such programmes are, or are likely to be delayed.
5. Delivery
All goods are to be delivered at the delivery point specified in the Contract at the Supplier’s expense.
6. Advice of Dispatch
Advice of dispatch, bearing our Order Number must be sent to the works to which the goods are consigned with the goods, or previously, to enable the goods to be checked on arrival as they may be refused if this is not done.
7. Insurance
The goods shall remain at the Suppliers risk until they are delivered and accepted at the point specified and must be properly protected and preserved during transit.
8. Terms of Payment
The Supplier's invoice should be issued on or immediately after the delivery of the goods bearing the purchase order number. Unless otherwise stated in this order or previously agreed in writing payment will be made 60 days after the end of the month in which the goods and services were supplied unless specifically negotiated and acknowledged in writing prior to delivery. Taxes, where applicable, shall be shown separately on all invoices as a strictly net extra charge.
9. Acceptance
In the case of goods supplied not conforming with the Contract we may reject them whether they have been paid for or not. Goods not meeting the purchase order specified standards shall be rejected. The Supplier shall be notified at the point of rejection. The Supplier shall have seven (7) calendar days after notification to arrange for collection of the material. All rejected materials shall be replaced by credit. SmallHD reserves the right to return rejected goods using one of its contracted courier service suppliers should the Supplier fail to make collection during this period. All freight charges shall be borne by the supplier. Suppliers wishing to scrap items on site at the SmallHD premises shall advise of such in writing or email.
10. Variations
We may from time to time during the execution of the Contract, in writing direct the Supplier to add to or omit, or otherwise vary, the goods. Where the Supplier receives a direction from us which would occasion an amendment to the Contract Price the Supplier shall with all possible speed, advise us in writing to that effect giving the amount of any such amendment, ascertained and determined at the same level of pricing as that on which the Contract was priced. If any such direction is likely to prevent the Supplier from fulfilling any of its obligations under the Contract it should notify us to enable us to decide whether or not the same shall be carried out, and we shall confirm or revoke the direction in writing and modify the said obligations to such an extent as may be justified. No action should be taken by the Supplier upon a direction which would cause an amendment of price or modification of the Contract obligations until the direction has been confirmed by us in writing, unless specifically authorised in the direction.
11. Patent Rights
The Supplier warrants that the sale and use of goods shall not infringe any Letters Patent, Registered Design, Trade Mark or Copyright. Provided that this shall not apply to any infringement, which is due the Supplier having followed a design or instruction furnished or given us. The Supplier shall protect our intellectual property, keeping it confidential and any plans, drawings, specifications, patterns or designs supplied by us remain our property.
12. Progress and Inspection
Our Representatives shall have the right to inspect all goods at the Supplier’s works and the works of Sub-Contractors at all reasonable times and to reject goods that do not comply with the terms of the Contract. The Supplier’s sub-contracts shall be made accordingly. Any inspection, checking, approval or acceptance of work in progress or information on our behalf shall not relieve the Supplier or its Subcontractors from any obligation under the Contract.
13. Assignment and Sub-letting
The Contact shall not be assigned or sublet by the Supplier without our consent, which will not be withheld unreasonably, and copies of any sub-contracts should be supplied to us immediately they are made.
14. Free Issue Materials and Goods
Goods and materials supplied by us free of charge to the Supplier remain our property and must be maintained by the Supplier in good condition, subject where appropriate, to fair wear and tear. Such items shall be used only for the Contract and instructions as to disposal of any surplus must be obtained from us. Waste of such goods or materials arising from bad workmanship or negligence of the Supplier shall be made good at his expense and these items are at its risk whilst in his possession.
15. Financial
If the Supplier commits an act of bankruptcy, makes an arrangement with its Creditors or being a Company has a Receiver appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) or, if the Supplier is in serious or repeated breach of the terms of the Contract, we may terminate the Contract forthwith, without prejudice to any other rights by notice to the Supplier, and shall have the option to be exercised within fourteen days thereafter to purchase from the Supplier all goods and materials and work in progress held by the Supplier relating to the Contract, for which we shall pay a fair price, and for this purpose we shall have the right to enter the Supplier’s premises to collect these items.
16. Arbitration
The laws of the State of California shall govern the construction, validity and performance of the Contract, and all disputes in any way relating to this Contract shall be settled by arbitration in Orange County, California.
17. Code of Business Conduct & Anti Bribery
The Supplier (and all of its employees, agents, representatives, affiliates and any person who performs Services on behalf of the Supplier) agree that it and they will not, in connection with the Goods to be supplied hereunder, bribe, or attempt to bribe any persons, any public or government officials or employees, any public international organisations, political parties, or private individuals or other entities. The Supplier will comport itself in a manner acceptable under the Code of Business Conduct of The Vitec Group plc., SmallHD's parent company. The Supplier acknowledges and agrees on behalf of all of the Supplier’s employees, agents, representatives, affiliates and any person who performs services on behalf of the Supplier, that it is familiar with and will abide by the anti-bribery and anti-money laundering laws in all the countries in which it is incorporated or established and in which it does business and with the United Kingdom’s Bribery Act. The Supplier agrees that it will not take or knowingly permit any action to be taken that would cause SmallHD LLC or any of its affiliates to be in violation of any applicable anti-bribery or anti-money laundering laws. If the Supplier discovers that it has or may have violated any of the provisions in this clause the Supplier shall immediately notify SmallHD LLC and cooperate with any investigations into such matters. Without prejudice to the generality of this clause the Supplier agrees to establish and at all times maintain and implement such anti-bribery policies and procedures as may be required to ensure that it prevents bribery or attempted bribery taking place on the Supplier’s behalf. The Supplier further agrees that in addition to any termination rights set out elsewhere in these Conditions that SmallHD LLC may immediately terminate this Agreement in the event of a breach of this clause by the Supplier. Without prejudice to SmallHD LLC’s rights to be indemnified elsewhere under these Conditions, SmallHD LLC shall not be required to make any payments to the Supplier that might otherwise be due from it if such payments are related to a transaction in connection with which the Supplier has breached this clause.
A copy of our group Code of Business Conduct is available at: http://www.vitecgroup.com/AboutUs/Codeofconduct.aspx
18. Government Contracts
Orders relating to Government Contracts may be subject (in the United Kingdom) to the “Standard conditions of Government Contract for stores purchases” form GC/ Stores/I edition April 1979 or such modifications or alternative Government Conditions, and/or may be governed by the United States Federal Acquisition Regulations and/or the Government Contracting Laws of Costa Rica as those relate to the Government Contract (the “Government Conditions”). In such instance the Government Conditions shall prevail over our Conditions of Order where they are inconsistent.
19. Conditions of Inspection
(A) The Supplier shall ensure that this order is carried out in conformity with quality assurance requirements regarding tests and compliance with drawings and specifications and issue a certificate to this effect.
(B) The Supplier shall be subject to inspection on receipt.