This page contains the Terms & Conditions of Purchase for (1) Wills Bros Ltd and (2) Wills Bros Civil Engineering Ltd.
(1) Terms & Conditions Of Purchase for Wills Bros Ltd
This Purchase Order is an offer to buy the goods and / or services described herein, and becomes a binding contract on the terms and conditions herein when accepted by the seller either by acknowledgment or by delivery or other commencement of work. This contract may not be assigned without the writen consent of the Buyer, such consent shall be at the abosulte discretion of the Buyer. Any acceptance hereof is limited to acceptance of the express terms of the offer contained herein. No revision of this order or any of the terms and conditions hereof shall be valid unless in writing and signed by an authorized representative of Buyer, and no condition stated by Seller in acceptance of or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by Buyer.
Buyer reserves the right to terminate any undelivered or unperformed portion of this order for its sole convenience without liability to Seller other than for work performed by Seller prior to the notice of termination. Buyer may also terminate this order or any part hereof for cause and in such event, Buyer shall not be liable to Seller for any amount and Seller shall be liable to Buyer for any and all damages sustained by reason of the cause which gave rise to the termination. ‘For purposes of the foregoing sentence “cause” shall include late delivery or performance, a delivery of defective or nonconforming goods or workmanship, a breach of any of Seller’s warranties hereunder, any other material default or failure of compliance by Seller with the terms and conditions hereof, the commencement or continuance of any bankruptcy or insolvency proceeding by or against Seller, any change in control in, or to, the Seller’s company share-holding, or any legal process or order directing or requiring Buyer to undertake or refrain from undertaking any business or certain types of business with the result that the goods and/or services ordered hereunder shall be unnecessary to Buyer.
3. Quantities and Specifications.
By acceptance hereof, Seller shall be deemed to have inspected and approved all plans, drawings, and specifications applicable to the goods and /or services ordered hereunder. Seller shall not deliver and Buyer shall not have any obligation or liability with respect to any quantity of goods in excess of the quantity specified herein unless Buyer shall otherwise direct in writing.
Seller expressly warrants that it will convey good title to all goods furnished hereunder and that all goods and/or services furnished hereunder will conform to all specifications and appropriate standards, will be free from defects in material and workmanship, will be merchantable, and will be safe and appropriate for the purpose for which goods of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the goods, Seller warrants that such goods will be fit for such particular purpose. The warranties of Seller shall run to Buyer, its successors, assigns, and customers and users of products sold by Buyer. Seller hereby assigns to Buyer any warranties or guaranties provided by manufacturers or sellers of products incorporated into goods or services provided by Seller hereunder and shall upon request enforce any such warranty or guarantee on behalf of Buyer. No attempt by Seller to disclaim, exclude, limit, or modify any warranties or Seller’s liability or consequential damages shall be of any force or effect.
5. Defective or Nonconforming Goods or Services.
No goods or services received by Buyer pursuant hereto shall be deemed accepted until Buyer has had reasonable opportunity to inspect and / or observe performance of such goods or services. Buyer shall have access to and the right to inspect all work prior to its completion. Notwithstanding any such inspection, Seller shall be solely responsible for the conformance of the work to the specifications. Seller shall promptly correct defects or replace any goods or services not conforming to any of Seller’s warranties hereunder without expense to Buyer, provided Buyer elects to provide Seller with the opportunity to do so. Irrespective of whether such defect or nonconformity was discovered upon initial inspection, or a later time if not readily ascertainable upon initial inspection in the event of a failure by Seller to correct defects or replace nonconforming goods promptly, Buyer after reasonable notice to Seller may make such corrections or replace such goods and charge Seller for the costs and / or consequential costs incurred by Buyer in doing so. Such remedies shall not exclude any other legal, equitable or contractual remedies of Buyer as a result of Seller’s delivery of defective or nonconforming goods or services.
Time is of the essence of this Purchase Order. In the event that Seller shall fail to deliver any goods or perform any services on time, Seller shall reimburse Buyer upon demand for any and all loss, cost, damage, and expense which Buyer shall sustain as a result or in consequence of such failure. In addition, failure to make deliveries in accordance with schedules will be proper cause, at Buyer’s option, for cancellation of this order. If in order to comply with Buyer’s required delivery date it becomes necessary for Seller to deliver by a more expensive way than specified herein, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such costs has been caused by Purchaser. Seller shall notify the Buyer promptly of any delays or threatened delays in the performance of this order. No acceptance of goods or services after the scheduled delivery date will waive Buyer’s rights with respect to such late delivery nor shall it be deemed a waiver of future compliance with the terms hereof.
7. Set Off.
All claims for money due or to become due from Buyer shall be subject to deduction or set off by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost or the time required for the performance, an equitable negotiated adjustment shall be made and the agreement created by the acceptance of this Purchase Order shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph. Seller shall undertake no work on any such change, addition or omission unless and until Seller delivers a Quote and Buyer issues a written change order.
Any waiver by Buyer of strict compliance with any of the provisions hereof shall not be deemed a waiver of any other provisions hereof and shall not be deemed a waiver of any of Buyer’s rights, privileges, claims, or remedies, nor of Buyer’s right to insist on strict compliance thereafter.
10. Applicable Law.
This Purchase Order and the contract created by the acceptance thereof are governed by and shall be construed in accordance with the laws of the country in which the goods are to be delivered or the services to be performed.
As a requirement of WBL Health & Safety Department, the certificates & insurances listed below are required for all machinery on Wills Bros Ltd sites.
- All excavators and rubber ducks must have CR4a Lifting Appliance – Report of thorough examination (14 monthly / repair / 1st use)
- A CR 2 is required for excavator or loaders used as a crane – Certification of safe working load (SWL) E.g. lifting pipes, etc.
- Employees Liability Insurance.
- Public Liability Insurance.
- Product Liability Insurance.
Please note the following:
- All plant hire companies are responsible for their own plant security regardless of where it is parked on the site.
- WBL have no liability whatsoever in relation accidents arising from the incompetence of the plant hire company or their employees.
- All plant operators, fitters, labours etc must produce safe Pass, CSCS Cards and any other relevant training (MEWP, Abrasive Wheels etc) on arrival to site. A site induction must be completed on site entry.
- All plant must comply with Schedule 6 to the Construction Regulations 2006 as detailed on page 2.
Any failure to comply with the above or any other terms and conditions contained herein will result in refusal of entry to site.
Please submit all relevant certificates to EHS@willsbros.com before commencement of the hire.
For any queries please contact:
Health & Safety Dept,
Wills Bros Ltd,
County Mayo, ROI.
Tel: 0035394 92 56221
Fax: 0035394 92 57221
(2) Terms & Conditions Of Purchase for Wills Bros Civil Engineering Ltd
1.1. Wills Bros means Wills Bros Civil Engineering Limited.
1.2. Supplier means the supplier or its agent named overleaf.
1.2. Purchase Order means the purchase order placed by Wills Bros for the supply of the goods or services of a brief description of which appears overleaf.
1.4. Goods means the goods or services specified in the Purchase Order.
1.5. Agreement means any contract for the purchase of the Goods by Wills Bros from the Supplier and shall include the Purchase Order and these Terms &
Conditions of Purchase.
2.1. These Terms & Conditions of Purchase shall apply to every Agreement entered into by Wills Bros. If there is any inconsistency between these Terms & Conditions of Purchase and any conditions which the Supplier seeks to impose, these conditions will prevail.
2.2. This Purchase Order may only be amended by the issue of an official amendment purchase order from the UK Office in Motherwell, Scotland.
2.3. Where applicable, all Goods must be supplied in accordance with the relevant contract specification for the Goods.
2.4. All Goods must be supplied with relevant and current certification to comply with legislation and regulations.
3. DELIVERY OF GOODS.
3.1. The Goods shall be delivered by the Supplier at the time and delivery point specified in the Purchase Order or as Wills Bros directs.
3.2. The rates included on the Purchase Order allow for carriage to site where necessary, unless specifically noted on this Purchase Order.
3.2. The Supplier shall be responsible for all expenses incurred in delivering any incorrectly delivered Goods to the correct delivery point and/ or in returning any such incorrectly delivered Goods or amounts in excess of the quantity specified on the Purchase Order.
3.3. The Supplier shall be responsible for insuring the Goods against any loss or damage incurred in transport howsoever caused.
3.4. All delivery notes and invoices must include the Purchase Order number relevant to the Goods being supplied.
3.5. All delivery notes must be signed by a designated Wills Bros signatory.
3.6. Delivery notes must show exactly the same level of detail as noted on the Purchase Order. For the avoidance of doubt shipment notes / despatch notes signed to acknowledge delivery of shipment are not deemed to be an acceptance of the quantity or contents of the package.
4. INSPECTION AND TESTING.
4.1. Before despatching the Goods, the Supplier shall carefully inspect and test them for compliance with the Agreement and all relevant statutory and regulatory requirements.
4.2. If, in the reasonable opinion of Wills Bros, there should be a requirement to undertake further inspections and / or tests in excess of those described in clause 4.1 above, then Wills Bros shall inform the Supplier of this fact and the reasons for it and the Supplier shall be responsible for all the reasonable costs incurred in carrying out the extra inspections and tests.
5. ENTRY TO SITE
5.1. Suppliers shall issue information to site by email, fax, or telephone at least 24 hours prior to each delivery:
5.1.1. Vehicle Registration Number
5.1.2. Driver Details
5.1.3. Approximate Time of Delivery
5.2. Failure to complete the above request may result in non-entry or delays to unloading which Wills Bros (and its subsidiary companies) cannot be held responsible.
5.3. All visitors (including delivery drivers) attending projects must provide their own Personal Protective Equipment and be aware of the site safety rules and regulations. No responsibility will be accepted by Wills Bros for the visitor’s failure to do so.
6. PASSING OF TITLE AND RISK.
Title to and risk in the Goods shall pass to Wills Bros on delivery.
7.1. If the Supplier defaults in any of its obligations under the Agreement, becomes insolvent, or if a receiver or administrator or similar officer is appointed over any of its property, or if an order is made or resolution passed for winding up the Supplier or if proceedings are instituted against it in bankruptcy, Wills Bros shall be entitled at its discretion, without prejudice to any other remedy, to immediately suspend the performance of or terminate the Agreement and in the event of termination to keep or take possession of any Goods or of any items belonging to Wills Bros and to enter any premises of the Supplier for that purpose.
7.2. If Wills Bros incurs any costs directly as a result of 7.1 then these costs shall be offset from any balance due to the Supplier.
7.3. If any Goods do not conform to the Agreement on any grounds at all including, without limitation, by reason of quality or being unfit for the purpose for which they are required Wills Bros shall be entitled at its discretion, without prejudice to any other remedy, to exercise any one or more of the following rights:
7.3.1. Reject the Goods in whole or part.
7.3.2. Permit the Supplier at the Supplier’s expense to replace, repair or reinstate the Goods so that they conform to the Agreement.
7.3.3. Carry out or have carried out at the Supplier’s expense such work as necessary to enable the Goods to conform to the Agreement.
7.3. If Wills Bros rejects any Goods, the Supplier shall return all payments already made for the rejected Goods. No compensation shall be payable to the Supplier on termination or rejection.
7.4. No failure or delay on the part of Wills Bros to exercise any of its rights in respect of any default under the Agreement by the Supplier shall prejudice its rights in connection with the same or any subsequent default.
8.1. The total price payable for the Goods is as stated overleaf. The price of the Goods shall remain fixed for the duration of the works unless otherwise noted in this Purchase Order, subject to the following clauses:
8.2. Should prices in the Purchase Order differ in any way from agreed quoted prices due to administrative errors then the prices will revert to the original rates noted and agreed in good faith subject to the following clauses:
8.3. The agreed prices must be of an acceptable market price level.
8.4. Any prices for Goods of similar specification or similar size reflect the original quoted rates again subject to acceptable market price level and also subject to reasonable increase or decrease to reflect changes in specification or size.
8.5. No increase in the price payable for the Goods shall be made without the prior written consent of Wills Bros.
8.6. Any request by the Supplier to alter the price payable for the Goods must be advised in writing to Wills Bros 6 weeks in advance of the proposed effective date.
8.7. Failure to comply with the pricing and delivery requirements (stated above) will lead to invoice processing difficulties and we reserve the right to return the invoice for amendment and re-issue.
8.8. Payment of approved invoices will be made 60 days after the month of invoice unless agreed in writing by Wills Bros and countersigned by a Director of Wills Bros.
8.9. Any assignment of debts to a factoring agent does not remove the contractual relationship between Wills Bros and the Supplier and any dispute resolution will be conducted directly with the Supplier.
8.10. Agency placement fees will only be paid once a satisfactory placement period of three months has elapsed from the start date. We reserve the right to claim repayment of any fees paid should the placement choose to leave the company of their own accord within twelve months of the start date. Any such refund would be pro-rata to the time elapsed from start to finish date.
8.11. Wills Bros reserves the right to set off debts due to other companies within the Wills Bros group of companies.
The Supplier shall indemnify Wills Bros against any loss, damage or injury to Wills Bros, any claim in respect of loss, damage or injury made against Wills Bros by third parties and any costs and expenses arising in connection with them which result from the Supplier’s failure to comply with the Agreement and in particular resulting from any defect in the Goods or their materials, services, construction, workmanship or design or any claim that any Goods supplied under the Agreement infringe the intellectual property rights of any third party howsoever caused.
The Supplier shall have insurance against liability to pay damages and costs in respect of third party injury and third party property damage or loss arising in connection with the performance of the Agreement by the Supplier and consequential loss suffered by Wills Bros with an insurance company approved by the Department of Trade and Industry or similar organisation outside the UK. Wills Bros reserves the right to request evidence of the insurance and examine any policy document.
All information concerning Wills Bros’ business and its products that the Supplier becomes aware of in connection with the Agreement is confidential and shall not be disclosed to a third party.
12. STATUTORY AND OTHER REQUIREMENTS
The Supplier warrants that they have fully complied with all relevant statutes, regulations, orders, bylaws, and standards in force at the time of delivery.
13. FORCE MAJURE.
Neither party will be liable to the other for failing to comply with any of its obligations hereunder if, and to the extent that such failure is wholly and directly caused by an event beyond their reasonable control including without limitation, fires, floods, Governmental regulations, wars and industrial action, provided that the party affected shall immediately notify the other party thereof and shall thereafter exert all reasonable diligence to overcome such cause and resume performance of its obligations.
14. ASSIGNMENT AND SUB-LETTING.
The Supplier shall not assign the Agreement in whole or part without the prior written consent of Wills Bros.
Any notice required to be served on the other party under this Agreement shall be in writing. Such notices may be served by hand or 1st class post to the business address of the parties or by facsimile transmission to such address or number as either party may notify to the other from time to time for this purpose.
16. LAW AND CONSTRUCTION.
16.1. The construction, validity and performance of the Agreement shall in all respects be governed by Scottish Law and the parties shall submit to the non-exclusive jurisdiction of the Scottish Court of Session.
16.2. The headings of conditions are for convenience of reference only.