Terms & Conditions of Purchase

ADMI LIMITED – Terms & Conditions of Purchase
Company Name: ADMI LIMITED
Registered Address: Unit 2, Rosevale Business Park, Newcastle, Staffordshire, England, ST5 7UB

The following Conditions of Purchase ("Conditions") apply to all goods and services requested by ADMI LIMITED ("Buyer") . By submitting a quotation, order achknowledgment, order acceptence or any action which accepts an order the supplier ("Supplier") agrees to these conditions. Any quotation, proposal, or subsequent agreement between the parties shall incorporate these terms unless otherwise expressly agreed in writing by the Buyer.

1. Quotation Submission and Acceptance

1.1. Submission of a quotation, order achknowledgment or order acceptence by the Supplier shall be deemed acceptance of these Conditions.
1.2. Quotations must be valid for a minimum period of 7 working days from the date of submission unless otherwise agreed.
1.3. The Buyer reserves the right to accept or reject any quotation without providing reasons.

2. Price and Payment Terms

2.1. The price specified in the quotation shall include all applicable costs such as materials, packaging, delivery to the Buyer’s premises, and any other associated charges, unless otherwise specified.
2.2. Prices shall be fixed and firm unless agreed otherwise by both parties in writing.
2.3. Payment shall be made within agreed payment terms following receipt of a valid invoice and satisfactory delivery of goods or services, unless alternative payment terms are agreed.

3. Delivery and Risk

3.1. Delivery shall be made to Unit 2, Rosevale Business Park, Newcastle, Staffordshire, ST5 7UB, or as otherwise specified, by the agreed date and time.
3.2. Time is of the essence. If the Supplier fails to meet the agreed delivery date, the Buyer reserves the right to cancel the order, reject the goods or services, and claim damages for any resulting losses.
3.3. Title and risk in the goods shall pass to the Buyer upon delivery and acceptance by the Buyer at the delivery location specified.

4. Specifications and Quality

4.1. The goods and services provided must conform to the specifications, standards, drawings, and descriptions stated.
4.2. All goods must be of satisfactory quality and fit for the purpose intended by the Buyer.
4.3. The Buyer reserves the right to inspect and test the goods upon delivery and reject any goods or services that do not conform to these Conditions or the agreed specifications.

5. Rejection of Non-Conforming Goods or Services

5.1. If any goods or services fail to meet the Buyer’s requirements or are found to be defective, the Buyer may, at its sole discretion, reject such goods or services.
5.2. The Supplier shall promptly replace or rectify any rejected goods or services at no additional cost to the Buyer or refund the full purchase price.
5.3. Any rejected goods shall be held at the Supplier’s risk and expense and, if not collected within a reasonable period, may be returned to the Supplier at the Supplier’s cost.

6. Warranty and Indemnity

6.1. The Supplier warrants that the goods and services supplied are free from defects in material and workmanship, conform to the agreed specifications, and do not infringe any third-party rights.
6.2. The Supplier shall indemnify and hold harmless the Buyer against all liabilities, damages, costs, and expenses arising out of or in connection with any breach of these Conditions or any act or omission by the Supplier.

7. Intellectual Property Rights

7.1. The Supplier shall ensure that the goods and services supplied do not infringe any intellectual property rights of any third party.
7.2. Any materials, designs, or specifications provided by the Buyer remain the Buyer’s property and shall not be used by the Supplier for any purpose other than fulfilling the RFQ and any resulting order.

8. Confidentiality

8.1. Any information provided by the Buyer in connection with a quaotation or purchase order, including specifications, drawings, and pricing, shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the Buyer.
8.2. This confidentiality obligation shall continue to apply after completion of the RFQ or purchase order.

9. Compliance with Laws

9.1. The Supplier shall comply with all applicable laws and regulations in the performance of its obligations under these Conditions, including those relating to product safety, environmental standards, and employment practices.
9.2. The Supplier shall provide the Buyer with any necessary documentation or information to enable compliance with applicable legal and regulatory requirements.

10. Termination

10.1. The Buyer reserves the right to terminate any agreement, in whole or in part, at any time by providing written notice to the Supplier.
10.2. If termination is due to the Supplier’s breach or failure to comply with these Conditions, the Buyer shall have no liability for any costs or losses incurred by the Supplier.

11. Force Majeure

11.1. Neither party shall be liable for any failure to perform its obligations under these Conditions due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, civil unrest, or governmental actions.
11.2. The affected party shall notify the other party in writing as soon as practicable if a force majeure event occurs, and the obligations shall be suspended for the duration of the event.

12. Governing Law and Jurisdiction

12.1. These Conditions and any agreement resulting from this RFQ shall be governed by and construed in accordance with English law.
12.2. The parties agree to submit to the exclusive jurisdiction of the English courts to resolve any disputes arising out of or in connection with these Conditions.

13. Miscellaneous

13.1. If any provision of these Conditions is found to be unenforceable, it shall not affect the validity of the remaining provisions.
13.2. No waiver of any breach of these Conditions shall be deemed a waiver of any subsequent breach.
13.3. The Supplier shall not assign, transfer, or subcontract any of its rights or obligations under these Conditions without the prior written consent of the Buyer.

14. Entire Agreement

14.1. These Conditions, together with any RFQs and any documents referred to therein, constitute the entire agreement between the Buyer and Supplier regarding the subject matter of any RFQ or purchase order and supersede all prior agreements or understandings.

For any questions regarding these Conditions, please contact our procurement team.