Terms and Conditions
We make offers and accept orders only upon and subject to the following terms and conditions which shall form part of any Contract concluded between us to the exclusionof any other terms and conditions except as specified on the face of our quotation or as otherwise agreed in writing.
(a) All offers are made subject to acceptance within thirty days after the date of our quotation and to availability of the goods at the date of receipt of written order or confirmation of Contract.
(b) Acceptance must be for goods as quoted by us. Drawings, dimensions and weights submitted must be taken as approximate only and do not form part of the Contract.
(c) All extras and accessories ordered but not specified in our quotation will be charged for separately as will the costs of all tests, alterations, additions and other work undertaken at the Buyer’s request.
(d) Unless expressly accepted by us in writing any qualification of these Conditions (whether in the Buyer’s order of acceptance of our offer or otherwise) shall be invalid.
(a) The following provisions shall be terms of a Contract between us and the Buyer.
(b) Any part or parts of goods sold by us to the Buyer which are proved to be defective through faulty materials or workmanship or which are not fit for a purpose expressly communicated to us and which have been stated by us as being so fit will at our option be either replaced or repaired free of charge (including delivery) on condition that;
(i) Notice in writing of the defect has been given to us within one year after despatch of the goods and
(ii) The parts complained of are returned to our Works carriage paid together with full particulars of the defect and the original invoice number. In the event that it is impracticable for the Company either to replace or repair the goods, the Company will repay to the Buyer the full price of the goods.
(c) The guarantee contained in paragraph (b) of this Condition extends to proprietary articles which are not manufactured by us but which are supplied or incorporated in goods sold by us. The Buyer undertakes to cooperate with the Company in any steps the Company may take to obtain reimbursement or redress from the seller or manufacturer of such articles.
(d) The guarantee contained in paragraph (b) of this Condition will be invalidated if without our consent the Buyer makes or causes or allows any alterations or repairs to be made to the goods or fits accessories not manufactured or supplied by us or if any defect or in or breakdown of the goods is due to improper handling or negligence on the part of the Buyer its servants, agents or contractors or to any other cause outside our control.
(e) Insofar as is permitted by statute, and save as aforesaid, there are excluded from the contract with the Buyer all conditions, guarantees or warranties (including conditions, guarantees and warranties as to the capacity, quality, performance or description of any goods supplied by us or their suitability or fitness for any purpose) which but for these Conditions of Sale would or might be deemed to be implied by statute or common law or otherwise or would or might be deemed to apply by reason of any representation whether express or implied and whether orally or in writing.
(f) Save as expressly provided in these Conditions, we shall be under no liability whatsoever in respect of any defect in the goods, or by reason of any want of fitness for any purpose or by reason of any non-compliance with any representation given in respect thereof and in particular (but without prejudice to the generality of the foregoing) we shall not be liable for any consequential damage or expense or any loss of profit or any liability to third parties incurred by the Buyer in consequence of such defects or want of fitness or non compliance with any representation.
(g) The Buyer will indemnify us in respect of any liability, loss, claim, or proceeding howsoever arising whether under statute or at common law in respect of the death or injury to any person or in respect of any damage to property caused by or by the use of any goods sold by us to the Buyer.
3. CHANGES IN SPECIFICATION
The Company reserves the right to make changes at any time and without notice in the material dimensions and designs of our products and such charges shall not effect the validity of any Contract between us and the Buyer.
(a) Orders in excess of a sum as laid down in the current price list are priced inclusive of delivery. Orders under that sum are accepted only on the basis of a surcharge as laid down from time to time.
(b) All prices quoted are subject to alteration without notice to take account both of fluctuations and the cost of labour and materials which may occur in the course of manufacturing the goods and (where applicable) of alterations in Import Duty which may occur between the date of our quotation and the date of payment by the Buyer, and of any alteration in the rate of Value Added Tax.
(c) We shall be entitled to adjust the price to take account of any delay on the part of the Buyer in supplying information required to complete his order or of any alteration made by the Buyer to specifications or other information supplied by the Buyer.
(d) Where applicable Value Added Tax will be added to the price determined in accordance with the preceding paragraphs of this Condition and will be payable by the Buyer.
Payment must be made on or before the 20th of the month following the month of our invoice. We issue monthly statements of account. Disputes in payments arising there from will not be accepted unless submitted in writing to the Company within 14 days of the date of the statement. Time of payment shall be the essence of this agreement. We reserve the right to suspend deliveries and to revoke any other trading benefits for non-compliance with any term of this agreement. We further reserve the right to charge interest on any sums outstanding to ourselves from the Buyer. Interest shall be computed daily at the rate of 18% per annum calculated from the date of the invoice.
The Buyer undertakes not to reply upon any representation made by ourselves, our servants and agents other than one specifically confirmed by us in writing prior to Contract between ourselves and the Buyer. In the event that the Buyer seeks to rely upon such representation, he will seek such written confirmation from ourselves.
7. TIME FOR DELIVERY
(a) Any times quoted for delivery are approximate only and are to be computed from the date on which both the following conditions are satisfied.
(i) We have received a written Order of Contract from the Buyer and
(ii) We possess all the information required to complete the Buyer’s order.
(b) We will endeavour to comply with quoted delivery dates but will not be liable for any loss, damage, injury or expense either direct or indirect and including but not limited to loss of profit or liability to third parties which may be suffered by the Buyer by reason of late delivery of the goods from whatsoever cause such late delivery may arise.
(a) Goods sold EX WORKS will be despatched as agreed with the Buyer and the risk in such goods will pass to the Buyer from time of loading at our works.
(b) Goods sold DELIVERED will be despatched by whatever means of transport we choose, unless a specific method of transport has previously been agreed in writing. The risk in the goods will pass to the Buyer when they reach the destination named by the Buyer and before unloading.
(c) The property in the goods shall not pass to the Buyer until the Buyer has paid us the whole price thereof. If notwithstanding that the property in the goods has not passed to the Buyer, the Buyer shall sell the goods in such a manner as to pass to a third party a valid title to the goods, the Buyer shall hold the proceeds of such sale on trust for us. The Buyer agrees that prior to the payment of the whole price of goods the Buyer shall keep the goods separate and identifiable for purpose of identification Notwithstanding that property in the goods shall be at the risk of the Buyer from the time of collection by him or delivery to him of the goods.
We reserve the Copyright in all its drawings, sketches, plans, prints and other documents or data. No reproduction thereof shall be made without our permission and neither the drawings nor reproductions thereof shall be transferred to a third party without our permission.
If within seven days after we notify the Buyer that goods sold EX WORKS are ready the Buyer does not make arrangements for the collection or storage of the goods we shall be entitled to arrange storage either at our Works or elsewhere on the Buyer’s behalf and all charges for storage and/or insurance shall be for the account of the Buyer. We shall be entitled to charge for all handling and for any storage of the goods. After 21 days we shall further be entitled without notice to the Buyer to re-sell the goods to a Third Party, the Buyer remaining liable for the price of the goods.
11. LOSS OR DAMAGE IN TRANSIT
We accept no liability for loss or damage in transit except in the case of goods sold ‘DELIVERED’ and in such case our responsibility will be limited to replacing or repairing the missing or damaged goods or, at our option, refunding the purchase price. In any event no claim will be considered unless both the carriers and ourselves are notified in writing within the following time limits.
GOODS BY ROAD TRANSPORT
In the case of damaged goods, immediately on receipt and in the case of non-delivery within seven days after the date of despatch as notified by us
12. TRADE MARKS
No trade mark or name carried on goods supplied by us may be erased or replaced without our consent.
13. GOVERNING LAW
Any Contract between us and the Buyer shall be governed in all respects by the laws of England except that the Uniform Law on the International Sale of Goods shall not apply either in the whole or in part. The Buyer shall submit to the jurisdiction of the English Courts.
Where a notice is required to be served on us by Buyer or on the Buyer by us such notice must be served in writing. Any notice to us shall be sent to us at our principal address, and any notice to the Buyer shall be sent to the Buyer at the address given by the Buyer in his order or acceptance of our offer. Where in these conditions a period is specified within which notice is to be given such notice must reach the party to which it is addressed within that period.
No forbearance or indulgence by us shown or granted to the Buyer whatsoever in respect of these terms or otherwise shall in any way affect or prejudice the rights of the Seller or to be taken as a waiver of any of these terms