TERMS & CONDITIONS
Purchase Order Terms & Conditions
SUPPLY OF MATERIALS • England & Wales • Version 1.0 | October 2026
1. Application and formation
1.1 “Buyer” means Tetra Clad Ltd; “Supplier” means the person or entity supplying the goods; and “Order” means the Buyer’s written purchase order, including its stated delivery dates, prices and specifications.
1.2 An Order is an offer to purchase on these terms. Acceptance in writing, or commencement of performance after receipt of these terms, constitutes acceptance. No contract is formed merely by the Buyer requesting a quotation.
1.3 These terms prevail over conflicting Supplier terms unless a duly authorised representative of the Buyer expressly agrees a variation in writing. Any agreed project-specific terms recorded on the Order prevail to the extent of inconsistency.
2. Prices and variations
2.1 Prices are fixed as stated on the Order, exclusive of VAT unless stated otherwise, and include packaging and all charges expressly identified as included.
2.2 No surcharge, delivery fee, price increase, substitution or other variation is payable without the Buyer’s prior written approval. The Supplier must disclose any carriage, minimum-order or unloading charge before accepting the Order.
3. Delivery and programme
3.1 Delivery shall be to the address, on the date and within the delivery window stated in the Order or otherwise agreed in writing. The Supplier acknowledges that materials may be needed for programmed construction works.
3.2 Time is of the essence in respect of every delivery date and delivery deadline specified in an Order or subsequently agreed in writing by the parties. Each such date is a material contractual deadline without any requirement for it to be separately marked or described as essential.
3.3 The Supplier must promptly notify the Buyer in writing of any anticipated delay, its cause, likely duration and proposed recovery measures. The parties shall promptly discuss reasonable mitigation, including revised logistics, partial delivery or an agreed recovery programme. Notice does not itself extend a deadline.
3.4 If the Supplier fails to meet an agreed delivery date, the Buyer may, subject to applicable law and without prejudice to other rights, reject the affected late or undelivered goods, cancel the affected part of the Order and procure alternative goods. The Buyer may instead agree a recovery plan or revised delivery date in writing, without being obliged to do so.
3.5 The Buyer may recover reasonably foreseeable, evidenced losses caused by Supplier breach, including reasonable additional procurement, transport and wasted site costs, to the extent legally recoverable and subject to mitigation. Acceptance of late goods does not of itself waive accrued rights.
4. Specifications and compliance
4.1 Goods must be new, of satisfactory quality, free from defects, compliant with the Order and applicable drawings, samples, approved specifications and relevant law, and fit for any purpose expressly communicated to the Supplier.
4.2 No alternative manufacturer, product, finish, dimension or specification may be supplied without prior written consent. The Supplier shall notify the Buyer promptly of any known unsuitability or non-compliance.
4.3 Where relevant, provide product and safety data, certifications, declarations of performance, test evidence, traceability information and available manufacturer warranties.
5. Deliveries and documentation
5.1 The Supplier shall comply with site booking, access, safety and unloading instructions notified before delivery. Goods shall be suitably protected in transit.
5.2 Every delivery note must show the Buyer’s PO number, item descriptions, quantities delivered and outstanding, and delivery address. Partial deliveries require prior agreement.
5.3 Signature of a delivery note confirms apparent receipt only, not acceptance of quantity, quality or compliance.
6. Inspection, shortages and defects
6.1 The Buyer may inspect goods within a reasonable period after delivery and reject goods that are defective, damaged, short, incorrectly supplied or non-compliant.
6.2 On reasonable notice, the Supplier shall promptly collect and replace non-conforming goods or refund their price, as reasonably elected by the Buyer, and bear reasonable associated collection and redelivery costs.
6.3 Inspection, payment or use does not extinguish rights concerning latent defects or other rights available by law.
7. Risk and title
7.1 Risk passes upon completed delivery and agreed unloading at the stated destination, unless the Order expressly provides otherwise.
7.2 Title passes on the earlier of payment or delivery, subject to any retention-of-title arrangement expressly agreed in writing. The Supplier warrants its right to sell the goods.
8. Invoices and payment
8.1 Payment terms shall be those individually agreed between the Buyer and the Supplier, normally when the Buyer opens a credit account with the Supplier. Such terms may vary between Suppliers. The agreed credit account terms shall govern payment of invoices under each Purchase Order unless the parties expressly agree different payment terms in writing for that Purchase Order. No standard or default payment period is imposed by these Terms and Conditions.
8.2 Invoices must quote the PO number, describe supplied items and quantities and separately show VAT and authorised charges.
8.3 The Buyer may query genuinely disputed amounts promptly and in good faith; undisputed amounts remain payable in accordance with the applicable agreed credit account or Purchase Order payment terms. Statutory rights concerning late payment are unaffected.
9. Changes and cancellation
9.1 Changes to quantities, delivery or specification require written agreement, including any resulting price or programme adjustment.
9.2 The Buyer may terminate for material Supplier breach where the breach cannot be remedied, or where a remediable breach remains unremedied after reasonable written notice. Rights arising from failure to meet a delivery date for which time is of the essence under clause 3.2 are preserved.
9.3 Cancellation for convenience, particularly of bespoke or specially manufactured goods, requires agreement on reasonable, evidenced unavoidable costs, with the Supplier taking reasonable steps to mitigate.
10. Liability and warranties
10.1 Each party remains responsible for liabilities arising under applicable law. Neither party excludes or limits liability where prohibited by law.
10.2 The Supplier shall pass on the benefit of transferable manufacturer warranties and promptly notify the Buyer of relevant safety notices or recalls, cooperating with appropriate corrective measures.
11. Events beyond reasonable control
11.1 A party prevented from performing by an event beyond its reasonable control must notify the other promptly, explain the impact and take reasonable steps to mitigate. Ordinary foreseeable stock or staffing shortages do not automatically qualify.
11.2 The parties shall discuss practical alternatives. If performance is materially prevented for a prolonged period, the Buyer may cancel affected undelivered goods on written notice, subject to any specifically agreed bespoke-goods commitments.
12. General
12.1 Variations and waivers must be in writing by authorised representatives. A failure to enforce a right is not automatically a waiver.
12.2 If a provision is unenforceable, the remaining provisions continue so far as legally possible.
12.3 These terms and each Order are governed by the law of England and Wales; its courts have exclusive jurisdiction.