Terms & Conditions
CONTENTS
GENERAL
1.1
Orders are accepted on these Terms and Conditions. No subsequent Terms or Conditions stipulated by the Purchaser shall amend or vary the following conditions except so far as expressly agreed by us in writing. These terms shall automatically take priority over the Purchaser’s Conditions of Purchase, and the Purchaser’s act of providing a delivery instruction constitutes an unqualified acceptance of these Terms and Conditions.
TopPRICES
2.1
The prices quoted by us are those ruling at the date of quotation and are held for a period of 90 days only, after which they shall be subject to conformation. We reserve the right to at any time withdraw discount from normal prices as listed or quoted and/or to revise prices to take into account increases in costs prior to delivery included (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates. Shipments will not be insured unless specifically requested on the Purchaser’s order.
TopPAYMENT
3.1
Payment for each consignment shall be made not later than 30 days following despatch from our factory as shown on the delivery note, unless other arrangements have been agreed to as part of the contract.
3.2
Time of payment of any invoice shall be of the essence of the contract. Any late payment of invoices will attract interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time).
3.3
Without prejudice to the foregoing, if payment is not received by the due date, or the Purchaser commits an act of bankruptcy or makes any composition or agreement with his creditors or, being a limited company, goes into liquidation or has a receiver appointed, we shall be entitled to suspend deliveries and/or by nothing to the Purchaser terminate the contract without prejudice to any rights we may have against the Purchaser.
3.4
It is a condition of the contract that the property in all the products delivered by us to the Purchaser shall remain vested in us until the we have received in cash or cleared funds payment in full for the products delivered and all products agreed to be sold by us to the Purchaser for which payment is then due. We shall be entitled at any time to repossess the goods and for this purpose shall be given unrestricted access by the Purchaser to any premises of the Purchaser.
3.4.1
In the event that the goods are incorporated in or utilised in the manufacture of other products of the Purchaser, the product thereof shall become and/or shall be deemed to be for all purposes our property.
3.4.2
In the event of the Purchaser selling the goods either directly or indirectly as part of larger equipment before payment has been made to us, the proceeds from the Purchaser’s sale shall be held in trust for us and not until payment for the full contract has been received by us, shall the Purchaser be entitled to transfer any of the monies to any other account. We shall be entitled to any interest of such account.
TopPURCHASER’S MATERIAL
4.1
Free issue material supplied to us by the Purchaser shall be accepted only if received in good condition. We shall not be responsible for the replacement of rejected goods manufactured from Purchaser’s material, where the cause for rejection is the material.
TopSUPPLY AND DELIVERY
5.1
Due Dates: Any dates quoted for supply and delivery of products are approximate only and we shall not be liable for any delay in supply of the product howsoever caused. Time for supply and delivery shall not be of the essence.
5.2
Delivery: Refusal by the Purchaser to accept delivery at the specified time without valid reason shall entitle us to make any additional charge as we may have incurred by us in effecting redelivery.
5.3
Payment: We reserve the right to delay and/or withhold delivery if the Purchaser has any indebtedness owing to us.
5.4
Over Delivery: Unless the Purchaser specifically indicates when ordering that he requires an exact amount, we reserve the right to deliver against the contract an excess or deficiency of not exceeding 10% of the quantity ordered. The Purchaser will pay for the actual quantity delivered.
5.5
Force Majeure: We shall not be liable for any inability to comply with our obligations under an order due to any cause whatsoever beyond our reasonable control, including (but not limited thereto) war, riot, strike or lockout, acts of God, storm, fire, earthquake, explosion, flood, confiscation, action of any government or government agency, and time for delivery shall be extended by a period corresponding to the period of such inability provided always that either we or the Purchaser may give notice in writing to the other cancelling deliveries which should have been made during a period of force majeure in the even of such period extending beyond 84 consecutive days.
5.6
NonDelivery or Damage in Transit: The Purchaser shall advise us in writing within 4 days of despatch in the event of damage to or loss of goods in transit, or nonreceipt of goods.
TopQUALITY
6.1
We warrant the goods supplied against defective materials and/or faulty workmanship. We do not warrant, guarantee or hold out that the goods are of merchantable quality or fit for any purpose, whether such purpose is known to us or not.
TopSUBCONTRACTING
7.1
We reserve the right to subcontract any of our duties or obligations under the contract and agree that we shall be responsible for the actions or omissions of any subcontractor used by us in connection with any of the products or with satisfying any of our responsibilities under the contract.
TopINSPECTION AND CLAIMS
8.1
The contract shall be deemed to have been fully performed and the goods accepted by the Purchaser unless written notification is received by us within 30 days from the date of delivery of the goods. We will not accept the return of goods which are alleged to be faulty or defective unless one of our representatives has had an opportunity to inspect the goods. At our option replacement goods may be supplied to the Purchaser to satisfy (in whole or in part) any liability and such replacement goods shall be supplied on these Terms and Conditions, Our liability shall be limited to rework or replacement of the goods.
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LIABILITY
9.1
Except as mentioned in these Terms and Conditions, all other statements, warranties and conditions whether expressed or implied statutory or otherwise (other than with respect to our title to the goods) are hereby excluded.
9.2
These Terms and Conditions represent our entire liability under the contract and we shall not be liable in any event for consequential or indirect loss or damage arising from the order.
9.3
The Purchaser hereby agrees to indemnify us against all claims and expenses in respect of the goods or products, incorporating the goods except such liabilities as have been accepted by us in the Terms and Conditions.
9.4
Without prejudice to the generality of (9.3) above, the Purchaser hereby agrees to indemnify us against any liabilities, costs and/or expenses incurred by reason of any claim by any subsequent purchaser of the goods or of any product incorporating the goods arising from any defect or alleged defect in the goods or in such product except and to the extent that such liabilities, costs and expenses arise from a breach by us of our obligations under the Terms and Conditions.
9.5
The Purchaser hereby agrees to indemnify us against all claims, actions, liabilities and/or expenses in respect of any alleged breach of contract, tort, copyright, registered design, patent, trade mark or other right arising from the Purchaser’s request for us to manufacture or supply any goods to the Purchaser’s design, specification, request or instructions.
Top CANCELLATION
10.1
Cancellation within 7 days of receipt of Sales Order, prior to commencement of manufacture, will not incur any charges. Contracts cannot be cancelled except with our express written consent. Cancellations accepted by us after the commencement of manufacture shall be fully compensated by the Purchaser by payment of all expenses incurred up to the date of cancellation as well as in respect of any subsequent costs incurred by us by way of subcontractor’s fees, material costs and/or cancellation expenses. Any goods returned to us will not be accepted for credit.
10.2
Where the Purchaser places any order which shall be delivered over an agreed period (Kanban), or raw materials are purchased by us in order to complete the Purchaser’s requirements, the Purchaser shall be required to pay for any such order and/or the raw materials required to complete the order, in the event that the order is cancelled.
TopTOOLING
11.1
All charges made in respect of tooling relate to part cost only thereof and such tooling shall remain our property. The intellectual property rights remain the property of the Purchaser. We shall be prepared to manufacture goods using tooling supplied by the Purchaser but in these circumstances shall not accept responsibility for the dimensional accuracy of the finished goods.
TopTECHNICAL OR OTHER ASSISTANCE
12.1
Any information or assistance given by us to the Purchaser is based on our experience and judgement and no warranty, expressed or implied, is made as to such information or assistance.
TopJURISDICTION
13.1
The contract and all matters arising out of or in connection therewith shall be governed by and interpreted in accordance with English Law. Jurisdiction will be in the courts of England.
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