Terms & Conditions
The “Purchaser,” “Seller,” the “Goods” and the “Services” are as defined on the face of the Invoice.
2. Variation of Conditions
Unless otherwise agreed in writing by the Seller the Goods and Services are supplied by the Seller only on these conditions and no variation of, or addition to (whether contained in any document emanating from the Purchaser or made orally by any person acting or purporting to act on behalf of the Seller) shall have effect unless it is accepted by the Seller in writing. Should any of these conditions conflict with any conditions stated in the Purchaser’s order these conditions shall prevail. The giving by the Purchaser of any delivery instructions for the Goods, or any part thereof, or the acceptance by the Purchaser of delivery of the Goods, or any part thereof, or the completion of the Services or any conduct by the Purchaser in confirmation of the transaction set out on the basis hereof after, receipt by the Purchaser of this document shall constitute unqualified acceptance by the Purchaser of these Conditions. A quotation shall only constitute an invitation to treat. All orders are subject to acceptance by the Seller on an official form of Acknowledgement of Order signed on behalf of the Seller. The Purchaser’s acceptance of the Acknowledgement of Order shall be deemed to include acceptance of these Standard Conditions.
3. Passing of Property
(A) The property in the Goods shall notwithstanding delivery to the Purchaser remain in the Seller until the Purchaser has paid the full price for all of the Goods. Until such full payment the Purchaser shall keep the Goods for the Seller in the capacity of bailee. If at any time payment of the price or of any other sums due to the Seller is overdue, the Seller may by its servants or agents enter any premises where the Goods are believed to be and recover and dispose of the Goods and the Purchaser shall make no claim against the Seller in respect of such entry or disposal. Until full payment the Purchaser shall keep the Goods identifiable and separate from all other goods in its possession and shall deal with the Goods as directed by the Seller. The Seller shall be entitled where the Goods have been fixed or attached to any other product to detach the Goods in order to recover possession of them.
(B) Title to tooling used in the manufacture of goods does not pass to the Purchaser, even where the Purchaser has been charged for this.
4. Passing of Risk
(A) The risk in Goods supplied overland shall pass to the Purchaser immediately on delivery to the Purchaser’s designated premises or to the carrier whichever shall first occur. The risk in goods supplied by sea or air transport shall pass to the Purchaser on delivery to the carrier. The Seller will at the Purchaser’s written request, cost and risk arrange for the Purchaser’s express instructions as to transit and packaging for sea or air transport to be carried out. Whilst the Goods remain the property of the Seller, the Purchaser shall insure them at its cost and produce evidence of insurance cover to the Seller on demand.
(B) Where items of the Purchaser’s plant are despatched to the Seller for repair or refurbishment they remain at the Purchasers risk throughout and the Purchaser should ensure that they are covered by its own insurance arrangement.
(A) When it is necessary for the Purchaser to supply particulars in connection with the construction of the Goods or do any other act to enable the Seller to despatch the Goods, such particulars must be furnished or such other act performed in good time to enable the Seller to effect despatch on the date stated in the contract. In the event of the Purchaser’s failure to comply with this Condition, the Seller may at its option cancel the contract in whole or in part by giving written notice thereof to the Purchaser.
(B) Delivery dates in any contact are estimates only and the Seller shall be entitled to delivery within 30 days of such dates. In any event the Seller’s compliance with such delivery dates is dependent upon any items being obtained from third parties being delivered to the Seller in accordance with the scheduled timetable.
6. Delivery by Instalments
If any order for Goods is to be delivered by several instalments to the Purchaser, each instalment shall be treated as a separate and identifiable contract and the rights of either party to the Contract shall be construed accordingly, save only that the Seller may suspend delivery of the Goods whilst payment is overdue in respect of any previous instalment. If the Seller shall fail to make delivery or shall make defective delivery of any instalment, such failure or defective delivery shall not affect the obligations of the parties under the contract of which these Conditions form part in respect of the other instalments.
The Seller shall be notified in writing of the non-receipt of any goods by the Purchaser or his nominated carrier within 7 days of the invoice date, failing which the Seller shall be under no liability whatsoever to the Purchaser, who shall nevertheless hold the Seller indemnified against any loss arising or damage suffered through failure to inform the carriers or the Insurers within the required time limits. The Purchaser must notify the Seller of any alleged defect in or damage to the Goods within 7 days of the problem being identified and in any event within 120 days of actual receipt. Thereafter the Purchaser shall be deemed to have accepted the Goods in all respects. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the Goods in question. If the Goods are agreed by the Seller to be defective or faulty the Seller will (at its option) either rectify the defect or fault or replace any such goods or credit the invoice value of the goods and such rectification or credit will be in full satisfaction of any claim by the Purchaser.
The Seller cannot accept any liability on Goods sold directly to the Purchaser for incorrect assembly / servicing where work has not been carried out by the Seller’s trained Engineers. The Purchaser must assess and confirm that Goods sold to them are produced in accordance with their specification and that the Goods or Service meets the requirements for the specific application or applications. The Supplier will however guarantee workmanship and materials providing all work carried out is completed by the Suppliers Service Engineers.
9. Consequential Loss
The Seller accepts liability for any death or personal injury caused by the negligence of the Seller of the Seller’s employees acting in the course of their employment. The Seller shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in loss or for consequential loss or damage of any kind) for any defect in or failure of, or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act, omission, negligence or wilful default of the Seller or its servants or agents or to faulty design, workmanship or material or any other cause whatsoever, including (without prejudice to the generality of the foregoing) any breach by the Seller, its servants or agents of any fundamental term or any fundamental breach by the Seller, its servants or agents of any term, of the contract of which these Conditions form part: and all other conditions, warranties or other terms whether express or implied statutory or otherwise inconsistent with the provisions of these Conditions are hereby expressly excluded, except for provisions relating to death or personal injury caused by the Seller’s negligence. In the event that the Seller is found to be liable for any negligence (other than any act leading to death or personal injury), the Seller’s liability shall be limited to the invoiced value of the Goods and/or Services supplied.
The Seller shall not be liable for any failure to observe, or breach of any of, the terms of the Contract by reasons of acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Governmental action, delay in delivery by the Seller’s suppliers or any other cause whatsoever beyond its control. In all such circumstances except where Goods are in transit either the Seller or the Purchaser may terminate the unperformed part of any contract of which these Conditions form part by notice in writing delivered to the other party hereto within 14 days of the Seller giving written notice to the Purchaser of the occurrence of such action or circumstance as makes the Seller fail to observe, or break, the terms hereof.
The Seller shall be entitled to adjust the purchase price of the Goods or Services whether before or after the making of the agreement to which these Conditions relate in the event of any variation in the cost to the Seller of supplying the Goods or Services, or any part thereof, caused by any reason whatsoever beyond the control of the Seller including (without prejudice to the generality of the foregoing) changes in Exchange Rates, inflation or the action of any Government or Authority. If the purchase price at the date of delivery shall be higher than that at the date of confirmation of order, the Purchaser may within 7 days after receipt from the Seller of notice of the adjusted price and provided the Goods are not in transit terminate the contract to which these Conditions relate with respect to such goods and/or all goods thereafter to be delivered under the terms hereof without further obligation or liability on the part of either party. Any increase in delivery charges imposed on the Seller after the date of confirmation of order shall be for the account of the Purchaser. Where a fixed price has been agreed for the provision of Services, the Seller shall be entitled to increase the price to take into account any of the following: Services which are agreed to be carried out outside the Seller’s normal working hours or which cannot be carried out when the Company is working in any given area, additional costs incurred by the Seller as a result of the Purchaser’s instructions or lack of instructions and any increase in the Seller’s costs.
Whilst all written recommendations made by the Seller as to the treatment of the Goods are made in good faith and in the belief that they are correct, the Seller shall have no responsibility whatsoever for any damage, liability, cost, claim or expense suffered by the Purchaser or any third party through following such recommendations, except for liability for death or personal injury.
(A) The Purchaser must give the Seller precise details of the intended use and function of the Goods to assist the Purchaser in their design and manufacture.
(B) The Seller reserves the right to alter the specification of any Goods without prior reference to the Purchaser, provided that the Goods comply in all other known respects with the Purchaser’s requirements.
The Purchaser shall make payment in cash within 30 days of the month in which the Goods are delivered except where the Seller has given its consent in writing to a different arrangement. In the event of non-payment by the Purchaser, the Seller shall be entitled to charge interest at a daily rate equivalent to 3% over the base rate of Lloyds TSB Bank Plc from time to time in force on any overdue sums. All prices are exclusive of VAT. The money of account shall be Sterling. Where payment is made by the Purchaser without reference to a specific invoice, the Seller may appropriate any payment received to any outstanding invoice.
The supply of Goods by the Seller shall not confer any right upon the Purchaser to use any of the Seller’s trade marks without prior written consent of the Seller and at all times such trade marks shall remain the property of the Seller. Neither does it imply any right to use any of the Seller’s patents or any indemnity against infringement of third party patents.
16.Assignment and Sub-Contracting
(A) If the Purchaser has sub-contracted the Goods or Services to the Seller on behalf of its own customers, the Purchaser may assign the benefit of this contract to its own customer, provided that full details of the customer and its requirements have been provided to the Company at the time the Purchaser’s order is placed with the Seller otherwise the Purchaser shall not, without the Seller’s prior written consent, assign or transfer or purport to assign or transfer the contract to which these conditions relate or its benefit to any other person.
(B) The Seller may sub-contract any of its obligations under the contract.
No indulgence or forbearance extended to the Purchaser shall limit or prejudice any right or claim available to the Seller.
(A) If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding-up or a Court shall make an order to that effect, or if not being an incorporated company shall have a receiving order made against it or if there shall be any breach by the Purchaser of any of the terms or conditions herein, the Seller may defer or cancel any further deliveries and treat the contract of which these conditions form part as determined but without prejudice to its right to any unpaid purchase price of Goods delivered and to damages for any loss suffered in consequence thereof.
(B) If the Purchaser cancels, the Seller shall be entitled to such reasonable compensation for the work and materials already incurred. Which compensation shall where necessary include the cost of any tooling relating to the contract, which the Seller has bought. If the Purchaser suspends delivery, the Seller will be reimbursed such reasonable costs that the suspension necessarily causes the Seller to incur.
19.Operation of Law
These Conditions and any contracts to which they apply shall be governed by English law and shall be deemed to have been made in England. The parties submit to the non-exclusive jurisdiction of the High Court of Justice in England in relation to any proceedings arising out of or in connection with these Conditions.