| 1. |
DEFINITIONS |
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| "IKON": |
IKON Office Solutions PLC. |
| "Supplier": |
The person, firm or company to whom this Purchase Order is addressed. |
| "Goods": |
The product or products in the quantity or quantities described overleaf. |
| "Price": |
The Total Cost for each Product and/or Service described overleaf. |
| "Services": |
The Services described overleaf. |
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| 2. |
ORDER |
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2.1 |
IKON agrees to purchase the Goods and/or Services from the Supplier for the Price subject to these terms and conditions and those overleaf. |
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2.2 |
Delivery of the Goods and/or Services to IKON by the Supplier shall constitute acceptance of this order on these terms and conditions. |
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2.3 |
Should there be any inconsistency between this order and any terms and conditions, whether express or implied, contained in the Supplier's quotation, correspondence, agreement, acceptance of this order, invoice or elsewhere, then the terms and conditions of this order shall prevail. |
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2.4 |
No addition to or variation of these terms and conditions shall be binding upon IKON unless expressly agreed in writing by a Director of IKON. |
| 3. |
TERMINATION OF THE ORDER |
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3.1 |
If the Supplier is in material breach of any term of the order IKON may, at its sole discretion, immediately terminate the order by giving notice in writing to the Supplier. |
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3.2 |
IKON reserves the right to terminate the order for Services, for convenience, at any time upon three months' prior written notice to the Supplier. |
| 4. |
DELIVERY |
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4.1 |
The Supplier shall deliver the Goods and/or Services to IKON at its own expense by the Date Delivery Required to either the Delivery Address or in accordance with the Special Delivery Instructions overleaf. Time shall be of the essence. |
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4.2 |
Risk in the Goods will pass to IKON on IKON's acceptance of delivery. |
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4.3 |
Unless otherwise specified in the Special Delivery Instructions Delivery shall occur when the Goods have been unloaded at the Delivery Address or at other premises specified in the Special Delivery Instructions. |
| 5. |
PAYMENT |
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IKON shall not be liable to make payment of the Price to the Supplier until IKON has accepted delivery. Payment will be made by the end of the month following the month of delivery against receipt of a properly rendered invoice. |
| 6. |
TITLE |
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6.1 |
Title in the Goods will pass to IKON on payment of the Price. |
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6.2 |
IKON may sell the Goods to a third party by way of a bona fide sale in the ordinary course of business. |
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6.3 |
Where any of the Goods are sold before title has passed to IKON, that sale will constitute sale by IKON of the Supplier's property and accordingly IKON will hold the proceeds of that sale on trust for the Supplier. |
| 7. |
WARRANTIES |
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7.1 |
The Supplier warrants to IKON that the Goods shall fully comply with:
- all warranties, representations and conditions made by the Supplier whether statutory, express or implied as to quality, description and fitness for purpose, and
- all local laws and regulations relating to the manufacture, sale, maintenance and use of the Goods.
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|
7.2 |
The Supplier further warrants that Services shall be performed in a professional and workmanlike manner and in accordance with the requirements and instructions of IKON. |
| 8. |
INDEMNITY |
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The supplier agrees to indemnify and keep IKON fully indemnified against all costs, claims, expenses and demands which IKON may suffer or incur directly or indirectly as a result of claims that the Goods and/or Services infringe a third party’s intellectual property rights or as a result of the Supplier’s negligence or as a result of a breach by the Supplier of any of these terms and conditions or of any of the warranties, representations or conditions applying in respect of the Goods and/or Services. |
| 9. |
CONFIDENTIALITY |
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The Supplier shall not, without the previous written consent of IKON, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or sub-contractors to use, publish or disclose any information which it has received from IKON, otherwise than for the performance of its duties under the order, other than information:
- which becomes generally available in the public domain other than by its unauthorised disclosure by the Supplier; or
- which has or may come into the possession of the Supplier otherwise than in breach of a duty of confidence to IKON; or
- which is already in the possession of the Supplier with the right to disclose; or
- which is required to be disclosed by law.
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| 10. |
GOVERNING LAW |
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These terms and conditions and any relevant order shall be governed by and construed in accordance with English Law and the parties submit to the
exclusive jurisdiction of the English Court. |
