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1. GENERAL
(1) All quotations are
made and all orders are accepted subject to the following conditions. All conditions
of the Customer or other terms conditions or warranties whatsoever are excluded
from the contract or any variation thereof unless expressly accepted by an
authorised official of the Company in writing.
(2) Quotations shall
only be available for acceptance for a maximum period of 30 days from the date
thereof and may be withdrawn by the Company within such period at anytime by
written or oral notice.
(3) The Company acts solely in the capacity of
factors. However if any statement or representation upon which the
Customer relies has been made to the Customer other than in the
documents enclosed with the Company's quotations or acknowledgement of
order the Customer must set out that statement or representation in a
document to be attached to or endorsed on the order in which case the
Company may clarify the point and submit a new quotation.
(4) Commercial terms
such as CIF and C and F shall have the meanings assigned to them by Incoterms
1953 conditions.
(5) Goods from stock
are offered subject to the same being unsold upon receipt of the order.
2. DELIVERY
(1) Save in the case
of Goods expressly stated to be sold from stock for immediate delivery time
for delivery is given as accurately as possible based upon anticipated performance
by the manufacturer or any processor of the Goods but is not guaranteed. The
Customer shall have no right to damages or to cancel the order for failure
for any cause to meet any
delivery time stated.
(2) The Company may at
its discretion submit a sample to the Customer for approval before executing
the bulk of the order delivery of which will only be commenced upon receipt
of
written approval of the sample by the Customer.
(3) The Company will endeavour to comply with
reasonable requests by the Customer for postponement of delivery but
shall be under no obligation to do so. Where delivery is postponed
otherwise than due to default by the Company the Customer shall pay all
costs and expenses occasioned by such postponement including a
reasonable charge for storage and transportation and the Company shall
be entitled to invoice the Goods in accordance with these Conditions.
3. RISK AND TITLE
(1) Risk shall pass to
the Customer so that the Customer is responsible for all loss damage or deterioration
to the Goods:-
(a) if the Company
delivers the goods by its own transport at the time when the Goods
or a relevant part thereof arrive at the place of delivery or
(b) in all other
circumstances at the time when the Goods or a relevant part thereof leave the
premises of the Company whether or not the Company arranges transport and where
the Goods are delivered by carrier any claims for loss or damage in transit
must be made by the Customer against the carrier in accordance with the carriers
conditions.
(2) Title in the Goods or any part thereof
shall pass to the Customer when payment in full therefor has been made
or when the Company serves written notice upon the Customer specifying
that title in the Goods or such part thereof has passed whichever shall
be the earlier in time and the Customer shall permit the servants or
agents of the Company to enter on to the Customer's premises and to
repossess the Goods at any time prior to passing of title and in the
event of the Goods being at the premises of a third party by the
direction of the customer then the Customer shall if so required by the
Company in writing remove the goods from such premises and return them
to the Company forthwith.
(3) The Customer shall
store mark or designate all goods supplied hereunder in respect of which title
has not passed to the Customer as herein provided so as clearly to show that
they are the property of the Company.
(4) The Customer shall
only be at liberty to resell the Goods purchased from the Company prior to
the passing of title on the understanding that it does resell the Goods then
it will hold on trust for the Company so much of the proceeds of sale received
by it under contracts which include any of the goods hereby sold as are necessary
to discharge payment in full to the Company.
4. CANCELLATION
Cancellation will only be agreed to by the
Company on condition that all costs and expenses incurred by the
Company up to the time of cancellation and all loss of profit and other
loss or damage resulting to the Company by reason of such cancellation
will be paid forthwith by the Customer to the Company.
5. PRICES
(1) Save in the case of Goods expressly stated
to be sold from stock all prices and rates quoted by the Company are
unless stated based upon manufacturers prices and rates ruling at the
date of the quotation and are subject to increases by the Company at
the time of despatch of the Customer's order in the event that price
changes by the manufacturer to the Company take place.
(2) In the event of any
alteration being required by the Customer in design or specification the Company
shall be entitled to make an adjustment of the contract price corresponding
to such alteration.
(3) Rates and prices
quoted by the Company relate to the quantities shown in the quotation and the
Company shall not be obliged to accept an order for a smaller quantity at the
rates or prices quoted.
(4) The Customer shall
have no right to reject the Goods on the grounds of variation from the quantity
ordered where such variation is plus or minus 5% of the quantity ordered and
the Customer agrees in such circumstances to accept a corresponding adjustment
in the Contract Price.
(5) Unless otherwise
stated all prices are quoted net of VAT.
(6) All prices are quoted
ex Works and carriage will be charged extra unless otherwise agreed.
6. TERMS OF PAYMENT
(1) Unless otherwise agreed by the Company in
writing the terms of payment shall be net cash monthly account due and
payable on or before the last day of the month following the month in
which the Goods were despatched or would have been despatched save for
postponement otherwise than due to default on the part of the Company.
The Company shall be entitled to submit its invoice with its delivery
advice note or at any time thereafter save that where delivery has been
postponed at the request of or by the default of the Customer then the
Company may submit its invoice at any time after the Goods are ready
for delivery.
(2) Unless the contract
provides to the contrary the Company may deliver by instalments. Where delivery
is to be made by instalments each instalment shall be treated as a separate
contract and delay. default or non-delivery in respect of any instalment on
the part of the Company shall not entitle the Customer to cancel the remainder
of the contract.
(3) Failure by the Customer
to pay any instalments or deliver when payment is due shall
entitle the Company to withhold further deliveries.
(4) No disputes arising
under the contract nor delays beyond the reasonable control of the Company
shall interfere with prompt payment in full by the Customer.
(5) In the event of default in payment by the
Customer the Company shall be entitled without prejudice to any other
right or remedy to suspend all further deliveries on any contract or
contracts between the Company and the Customer without notice and to
charge interest on any amount outstanding at the rate of 4% per annum
above Base Rate of Lloyds Bank PLC in force at the time when payment
was due.
7. DIMENSIONS
All weights and dimensions quoted are subject to normal commercial tolerances.
8. SHORTAGES AND DEFECTS
APPARENT ON INSPECTION
The Customer shall have no claim for shortages or defects apparent on visual inspection unless:-
(i) the Customer
inspects the Goods within three working days of arrival at its premises
or other agreed destination and
(ii) a written
complaint is made to the Company within fourteen days of receipt of the
Goods or such shorter period as the carrier's conditions (if applicable)
require
specifying the shortage or defect and
(iii) the Company
is given an opportunity to inspect the Goods and investigate any
complaint before any use is made of the Goods and
(iv) in case of
assertions of total non-delivery of any consignment of the Goods the
Customer must give notice in writing to the carrier and to the Company
within ten days
of the Company's advice note or date of invoice, or such shorter
time limit as may be
specified in any conditions of the carrier.
If a complaint is not made to the Company as
herein provided then the Goods shall be deemed to be in all respects in
accordance with the contract and the Customer shall be bound to pay for
the same accordingly.
9. DEFECTS NOT APPARENT
ON INSPECTION
(1) In the event of defects
in the Goods not apparent on visual inspection at the time of
delivery then the Customer shall only be entitled to make a claim against the Company if it shall:-
(i) make written
complaint to the Company as soon as reasonably practical after the defect
is discovered and shall make no further use of the Goods thereafter
nor make any
alteration thereto before the Company is given an opportunity to
inspect the Goods and
(ii) make complaint
within 6 months of the date of delivery of the Goods or within the
guarantee period specified by the manufacturer of such item if longer.
(2) The Customer shall
not be entitled to any claim in respect of any defect arising by
reason of fair wear and tear or damage due to misuse.
10. GUARANTEE CONDITION
(1) Save as otherwise
provided by the other conditions of these Conditions sections 12 to 15 of the
Sale of Goods Act 1979 are to be implied into this contract.
(2) The Company does
not manufacture Goods but acts only as factors in the circumstances:-
(i) the Customer
must rely solely upon information supplied and representations given
by the manufacturers regarding the properties and characteristics
of the Goods and
their suitability or fitness for any particular purpose and
(ii) the Company
hereby notifies the Customer that it relies upon the testing
examination and research carried out by the manufacturer of the Goods
for the
purpose of the Health and Safety at Work etc.
(iii) without prejudice
to the effect or operation of any other clause herein contained the
aggregate liability of the Company to the Customer for any loss or
damage of
whatsoever nature arising out of any breaches of this contract shall
be limited to and
shall not exceed a sum which equals the contract price of the Goods.
(3) In the event of the condition of the Goods
being such as might or would (subject to these Conditions) entitle the
Customer to claim damages or to repudiate the contract the Customer
shall not then do so but shall first ask the Company to repair or
supply satisfactory substitute Goods and the Company shall thereupon be
entitled at its option to repair or take back the defective Goods and
to supply satisfactory substitute Goods free of cost and within a
reasonable time. If the Company does so repair the Goods or supply
satisfactory substitute Goods the Customer shall be bound to accept
such repaired or substitute Goods and the Company shall be under no
liability in respect of any loss or damage whatsoever arising from the
initial delivery of the defective Goods or from the delay before the
defective Goods are repaired or the substitute Goods are delivered.
11. LIABILITY
Save where the Company is shown to have failed
to exercise reasonable care in the supply of the Goods and such failure
results in death or personal injury the Company shall not be liable in
respect of claims arising by reason of death or personal injury.
Further under no circumstances whatsoever shall the Company be liable
for consequential loss (including removal or rectification work
required in connection with installation of repaired or substitute
Goods) loss of profits or damage to property.
12. CUSTOMER'S DRAWINGS
(1) The Customer shall be solely responsible
for ensuring that all drawings information and advice and
recommendations given to the Company either directly or indirectly by
the Customer or by the Customer's agents, servants or advisers are
accurate, correct and suitable. Examination or consideration by the
Company of such drawings information advice or recommendations shall in
no way limit the Customer's responsibility hereunder unless an
authorised official of the Company specifically agrees in writing that
the Company shall accept responsibility.
(2) The Customer shall indemnify the Company
from and against all actions claims costs and proceedings which arise
due to the manufacture of Goods to the drawings and specifications of
the customer where such drawings and specifications are at fault or
where it is alleged that they involve an infringement of a Patent
Registered Design or Copyright or other exclusive right.
13. DATA AND TECHNICAL
INFORMATION
Any information contained in broadsheets or
other publications of the Company is provided for general guidance only
and forms no part of the contract unless contained in the Company's
quotation or expressly agreed in writing. Customers should obtain
specific recommendations and advice from the manufacturer of the Goods
regarding the uses and attributes of the products concerned.
14. INDUSTRIAL PROPERTY
RIGHTS
So far as the Company is aware no Goods
supplied by it infringe any existing patent or design or any other
industrial or intellectual property rights but in view of its capacity
as factors only it gives no warranty express or implied in respect of
any such infringement . However in the event of any claim being made or
action being brought against the Customer in respect of any
infringement of patents or other industrial or intellectual property
rights by the use or sale of the Goods supplied hereunder the Customer
shall notify the Company immediately and the Company shall conduct
negotiations with the manufacturer with a view to settlement of the
same or any litigation that may arise therefrom.
15. INSOLVENCY
If the Customer shall become bankrupt or
insolvent or compound with creditors or in the event of a resolution
being passed or proceedings commenced for the liquidation of the
Customer (other than for a voluntary winding up for the purposes of
reconstruction or amalgamation) or if a Receiver or Manager is
appointed of all or any part of its assets or undertaking the Company
shall be entitled to cancel the contract in whole or in part by notice
in writing without prejudice to any other right or remedy accrued or
accruing to the Company.
16. FORCE MAJEURE
Neither party shall be under any liability for
any delay loss or damage caused wholly or in part by act of God
governmental restriction condition or control or by reason of any act
done or not done pursuant to a trade dispute whether such dispute
involves its employees or not or by reason of any other act matter or
thing beyond its reasonable control including failure by the other
party to carry out the provisions of these Conditions.
17. LEGAL
The contract shall be governed and interpreted
exclusively according to the Law of England and shall be subject to the
jurisdiction of the English Courts only.
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