VERSION CONTROL
Document Name: SCHEDULE 3 - SUPPLY OF GOODS Version: v1.1 Date Issued: 2nd October 2025 Author/Editor: M.Lulham Versioning: https://infopoint.mtechsystems.co.uk/versioning
1.1 Except as defined in this Schedule 3 (Goods), capitalised terms shall have the meanings given to them in the Agreement.
1.2 To the extent applicable to the supply of Goods, in the event of conflict with the terms of this Schedule 3 and the Agreement, the provisions in this Schedule 3 shall take precedence and in the event of a conflict with the terms of this Schedule 3 and Statement of Work, the provisions of the Statement of Work shall take precedence over this Schedule 3.
1.3 This Schedule applies solely to the supply of Goods. Any associated professional, installation or support services shall be governed by the relevant Statement of Work or the applicable Service Schedule.
2.1 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement or have any contractual force.
2.2 To the extent that the Goods are to be manufactured in accordance with the Client’s specification, the Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Supplier's use of the Client’s specification. This paragraph 2.2 shall survive termination of the Agreement.
2.3 The Supplier reserves the right to amend the Statement of Work if required by any applicable statutory or regulatory requirements.
2.4 Where the Goods are being supplied by a Third Party supplier, they will be supplied subject to any terms and conditions of sale and returns policy relating thereto by the relevant manufacturer and/or Third Party supplier.
2.5 Where Goods contain or are supplied with software, such software is licensed (not sold) to the Client and shall be subject to the end-user licence terms of the relevant manufacturer.
2.6 The Client shall not export, re-export or otherwise transfer any Goods in breach of applicable export control laws and shall indemnify the Supplier for any loss resulting from such breach.
3.1 Prices for Goods in the Supplier’s stock ready to be shipped will be established at the time the order is accepted by the Supplier. If the Client places an order for Goods not in stock at the time of order (a “Backorder”) or the Client places an order for scheduled delivery, such orders shall be irrevocable and the price for such Goods shall be the price established at the time the Backorder or scheduled delivery is accepted by the Supplier.
3.2 Notwithstanding the foregoing, the Supplier reserves the right to increase its prices after acceptance of a Backorder or scheduled delivery due to an increase in its Third Party supplier’s price to the Supplier or an increase in direct costs to which the Supplier becomes subject (including without limit costs resulting from currency fluctuation) but the Supplier shall only increase its price by such level as is necessary to reflect such increases.
3.3 Unless otherwise stated, prices exclude any copyright levies, waste and environmental fees, and similar charges that by law or statute may or shall charge or collect upon resale.
4.1 The Supplier shall endeavour to deliver Goods to the agreed delivery location on the agreed delivery date but any such date is an estimate only.
4.2 If the Supplier fails to deliver Goods by the relevant delivery date after being given a reasonable opportunity to remedy such delay, except to the extent that such delay is due to a third party for which the Supplier shall have no liability, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:
(a) a delay from the manufacturer, third party supplier or other third party;