All orders whether verbal or in writing are subject to these Conditions as printed below to the exclusion of all terms contained in any documents issued by the Buyer. The Buyer shall be deemed to have read these Conditions and unless notice in writing specifying any Condition or Conditions which are unacceptable is received by the Seller within seven days of the date of this letter, the Buyer shall be deemed to have accepted these Conditions in their entirety.
- All quotations made by the Seller are subject to availability of production capacity on receipt of order and the prices given are subject to the Buyers acceptance within 21 days of the Sellers quotation.
-
Orders accepted by the Seller may not be cancelled except by written consent and in such event the Buyer shall be liable for any costs incurred by the Seller.
-
Delivery promises shall be made in good faith but such promised delivery shall not be deemed of the essence of the Contract nor shall any delay be a ground for cancellation or claim for damages.
-
The Seller reserves the right to alter without notice any of its Price Lists and to charge the Buyer at the price ruling when the goods are despatched from its premises.
-
Drawings and other technical matters supplied by the Seller remain its property and may not be duplicated in any manner whatsoever. The Seller takes no responsibility for any damage or loss occasioned to any drawings or technical matters lent to it by the Buyer for the purpose of its quotation.
-
The Seller warrants that goods manufactured by it shall be in accordance with its specifications and such warranty shall be limited to free repair or replacement of any defects or defective parts therein provided that the latter be notified and returned to the Seller carriage paid within four weeks of actual delivery or where the Seller has been notified in writing that goods are required for use on new machinery within four weeks of the date on which such new machinery is put into operation and that the goods shall be proved to have been defective at the time of delivery. Goods shall be inspected immediately on their arrival and the Buyer shall within five days of such inspection give notice to the Seller of any matter or thing by reason whereof it is alleged that the goods are not in accordance with the Contract. If notice is not given within the prescribed period the goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly. The Seller shall not be liable for any consequential damage or loss arising directly or indirectly from any defects. This warranty excludes damage due to weather, fair wear and tear, incorrect application or storage, Act of God, accident or any occurrences outside the Seller’s control.
-
Any work carried out by the Buyer on the Seller’s products will constitute acceptance of this product in its delivered state and the Seller shall in no way be liable for any cost thereby incurred or for any free replacement under Clause 7 above.
-
Any jigs, tools or moulds used for the manufacture of the Seller’s products become and remain the property of the Seller who reserves the right to destroy any jigs, tools or moulds which have not been in productive use for a period of five years. Under no circumstances will the Buyer be allowed to take possession of any of these jigs, tools or moulds. Where the Buyer may provide a mould to drawings provided by the Seller these moulds will immediately on their receipt become the Sellers property.
-
Carriage of all goods will be charged as extra and transported by whatever means the Seller considers expedient.
-
Payment shall be in cash. Payment to be made on or before the end of the month immediately following the date of the relevant invoice. The Seller reserves the right to charge interest at Bank Rate beyond this date.
-
Packing cases or packing materials will be charged as extra at cost and will not be returnable unless specific arrangements have been made.
-
Notification of damage or loss in transit must be sent to the Seller and to the Carriers within three days of delivery.
-
The Seller shall not be held responsible for infringement of any Patent, Copyright or Design arising from its manufacture of parts supplied to the Buyer’s design or for any infringement arising from the application of any of the Seller’s products and the Seller shall be indemnified by the Buyer against all claims for infringement.
-
Whilst every reasonable care will be taken to avoid loss or damage of free issue parts in the Seller’s possession, the Seller cannot accept liability for any loss or damage of such parts howsoever caused or for any costs or losses attributable to defects in such free issue parts. Any free issue parts found to be defective upon receipt by the Seller will be returned to the Buyer at its cost. Buyers are advised to send as many additional free issue parts as is practical to avoid delays where products may fail to pass inspection and remaking may be involved.
-
Where any parts or components are not of the Seller’s manufacture, the Seller will give a guarantee equivalent to the guarantee if any which the Seller may have received from the Supplier of such parts or components in respect thereof but not so as to impose on the Seller in respect of such parts of components a liability greater than that covered by Clause 7 above.
-
In the case of products manufactured specially to the Buyer’s requirements the Seller reserves the right to supply up to 10% more or less than the quantity ordered.
-
Payments on export orders shall be made in cash against appropriate documents unless special arrangements have been made in writing. Prices shall not include Customs Duties Charges, etc.
-
When goods are sent f.o.b. the Seller’s responsibility ceases the moment the goods are placed on board ship and the Seller shall be under no obligation to the give the Buyer the Notice specified in Section 32(3) of the Sale of Goods Act 1893.
-
The Seller’s liability shall at all times be limited to the obligations expressed above and the Seller shall not be liable for any loss due to the stoppage of plant, machinery or apparatus of any kind or to consequential damage direct or indirect however caused.
-
(a) The Buyer acknowledges that before entering into an Agreement for the purchase of any goods from the Seller he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver to petition for winding-up of the company or exercise any other rights over or against the company’s assets.
(b) Goods the subject of any agreement by the Seller to sell shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price together with the full price of any other goods the subject of any other contract with the Seller.
(c) The property in all free issue parts supplied by the Buyer to the Seller for coating and treatment shall pass to the Seller on delivery and such free issue parts shall remain the sole and absolute property of the Seller until such a time as the Buyer shall have paid to the Seller the agreed price.
(d) The Buyer acknowledges that he is in possession of goods solely as bailee for the Seller until such time as the full price thereof is paid to the Seller together with the full price of any other goods the subject of any other contract with the Seller.
(e) Until such time as the Buyer becomes the owner of the goods he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller.
(f) The Buyer’s right to possession of the goods shall cease, if he, not being a company, commits any available act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up or enters into voluntary liquidation. The Seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where reasonably thought to be stored and repossess the same.
-
All conditions and warranties contained in any Contract between the Buyer and the Seller shall be construed and take effect in all respect in accordance with the laws of England.
