Definitions
1. In these conditions ·the Company' means the Company upon whose document these conditions are endorsed, the Customer'" means the person, firm, company or other body to whom the document is addressed: ·the Goods means the goods referred to overleaf.
2.1. All quotations are made and all orders are accepted subject to the following conditions. All other terms conditions or warranties whatsoever are excluded from the contract or any variation thereof unless accepted in writing by an officer of the Company.
2.2. All quotations and estimates supplied by the Company are subject to the terms and conditions of the Company. The Customer's order is an offer and shall become binding upon acceptance by the Company.
2.3. No servant or agent of the Company has power to vary these conditions orally or to make any statement or representation about the conditions of the Goods, their fitness for any purpose or any other manner whatsoever. If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies other than in the document to be enclosed with the Company's quotation or acknowledgement of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the original order and in any such case the Company may confirm reject or clarify the point and submit a new quotation.
2.4. Quotation shall be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written notice. An order once accepted cannot be cancelled or varied except with the written consent of the Company: any such consent of the Company shall be on terms which would fully indemnify the Company against all costs and expenses incurred by the Company in connection with such order and/or its cancellation or variation.
Delivery
3.1. Time for delivery is given as accurately as possible but is not guaranteed. The customer shall have no right to damages or to cancel the order for failure of any cause to meet the delivery time stated.
3.2. The date of delivery shall in every case be dependent upon prompt receipt of all necessary information final instructions or approvals from the Customer.
3.3. Failure by the Customer to take delivery of or to make payment in lieu of any one or more instalments of Goods delivered hereunder shall entitle the Company to treat the whole Contract as repudiated by the Customer.
3.4. The Company will deliver as near as possible to the Customer's address. The Customer is responsible in all cases for providing suitable facilities for unloading the delivery vehicle and shall be responsible for all loss of or damage to the Goods during the course of such unloading.
Any packaging supplied by the Company Is intended to provide adequate protection throughout normal conditions of transit of usual duration.
3.5. The Company will try 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 if the Customer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed when the Goods are ready for despatch, the Customer shall pay all costs and expenses including a proper charge for storage, insurance and transportation costs occasioned thereby.
3.6. The Company may at any time withhold delivery of the Goods to the Customer pending payment of any sum properly due from the Customer to the Company under this or any other Contract.
Risk
4.1. Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Goods: If the Company delivers the Goods by, its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the relevant time or in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of the Company.
4.2. Title to the Goods or any relevant part thereof shall only pass to the Customer upon the happening of any one of the following events:--
4.2.1. The Customer has paid to the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customer.
Or
4.2.2. When the Company serves on the Customer notice in writing specifying that title, of the Goods of such part thereof has passed.
4.3. The Company may recover Goods In respect of which title has not passed to the Customer at any time and the Customer hereby irrevocably authorises the Company, its officers, employees and agents to enter upon any premises of the Customer for the purpose of repossessing any Goods in respect of which title has not passed to the Customer.
4.4. Until title to the goods has passed to the customer pursuant to the terms hereof it shall possess the Goods as a Bailee, of the Company on the terms of this contract. If the Company so requires the Customer shall store the Goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company.
Prices
5.1. All prices are unless otherwise quoted are exclusive of VAT and subjected to fluctuation in the event of any increase in the cost of labour, materials, overheads, transport, taxes or any other costs whatsoever affecting the manufacture or delivery or the Goods. Any increase in such costs during the period of the contract will be added to the quoted price.
5.2. In the event of any alteration being requested by the Customer and agreed by the Company in design, quality or specification the Company shall be entitled to make an adjustment to the Contract price corresponding to such alteration.
Terms of Payment
6.1. Unless otherwise agreed by the Company in writing the Customer shall pay the price for the goods not later than the 30th 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
6.2. Where deposits and/or stage payments are agreed the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these standard payment conditions.
6.3 The Customer shall pay all amounts owing to the Company in full and shall not exercise any rights of set off or counterclaim against invoices submitted.
6.4. 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 3% per annum above the base rate of The Bank of England PLC in force at the time when payment was due.
Shortage and Defects Apparent on Inspection
7.1. The Customer shall have no claim for shortages or defects apparent on visual inspection unless:
7 1.1. The Customer notifies the Company of the claim orally within 3 working days of the Goods arrival at its premises, and
7.1.2. A written complaint is made to the Company or carrier within 7 days of receipt of the Goods or such shorter period as the carrier's conditions (if applicable) require specifying the shortage or defect
7.1.3. The Company is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with title Goods. If the provisions of clause 7.1 are not compiled with 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. If short delivery does take place, the Customer undertakes not to reject the Goods but to accept Goods delivered as a part performance of the contract.
Warranties
8.1. The Goods are warranted to accord with any specification specifically agreed by the Company, or if there Is no such specification, to have been subject to inspection by the Company's quality control. All other warranties or conditions as to quality or description (whether express or implied, statutory or otherwise) are excluded
8.2. All information and details contained in the specifications and/or advertising, sales and technical literature Issued by the Company have been carefully prepared to avoid errors but they are provided for guidance only and their accuracy is not guaranteed. No such data or information shall form part of the Contract unless the Customer shall have complied with condition 2.3 hereof relating to statements and representations and the Company shall not in any event be liable for any inaccuracies or omissions.
8.3. Any recommendations or suggestions relating to the use of the Goods made by the Company are given in good faith but it is for the Customer to satisfy itself of the suitability of the Goods for Its own particular purpose. Unless otherwise expressly agreed by the Company in writing, the Company does not warrant, represent or give or make any condition that the Goods are suitable for any particular purpose whether or not such a purpose has been notified to the Company by the Customer and any implied warranty or condition (statutory or otherwise) to that effect is excluded.
Guarantee
9.1. The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery envisaged by these conditions unless:-
9.1.1. A written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered and no use Is made of the Goods thereafter and no alteration made thereto or interference made therewith before the Company Is given an opportunity to Inspect the Goods In accordance with this condition, and
9.1.2. The complaint is sent to the Company within 14 days of the date of delivery of the Goods or in the case of an item not manufactured by the Company within the guarantee period specified by the manufacturer of such item, whichever shall be the earlier.
9.2. The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the customer without the prior written consent of the Company not in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse nor in respect of any Goods to which alterations or modifications have been made without such consent The Company shall not be liable for loss or damage suffered by reason of use of the Goods after the Customer becomes or should reasonably have become aware of a defect.
9.3. The Company may within 14 days of receiving such a written complaint (or 30 days where the Goods are situated outside the United Kingdom) inspect the Goods. Where a Customer is unable to establish liability on the part of the Company or where the Customer is unable to establish that it has suffered loss or damage as a result of the alleged complaint, the Customer shall be liable for the costs and expenses of the Company investigating such complaint.
9.4. Subject to compliance by the Customer with the terms of these condition which shall be a condition precedent to the Company's liability, the Company shall in respect of any goods of the Company's manufacture which are defective due to faulty materials or workmanship or which do not correspond with any sample description or specification supplied by the Company, at its option be entitled 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 substituted 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 effective Goods are repaired or the substitute Goods are delivered.
9.5. In the case of Goods or component parts of Goods not of the Company's manufacture the Company will assign to the Customer its rights against its supplier and these rights shall be taken in extinction of and in substitution for any rights which the Customer would otherwise have had against the Company. Further in respect of any such Goods or component parts of the Goods the Company gives no assurance or guarantee whatsoever that the sale or use thereof will not infringe patent, copyright or other intellectual property rights of any third party.
Liability
10. The Company does not seek to exclude liability where failure to exercise reasonable care in the manufacture and/or supply of the Goods results in death or personal injury. Under no circumstances whatsoever shall the Company be liable for consequential loss including loss of profits or damage to property. It shall be the duty of the Customer to insure against such consequential loss and to hold the Company harmless therefore.
Intellectual Property
11.1. Where Goods are manufactured by the Company in accordance with the drawings, specifications and/or particular requirements of the Customer the Company shall not be liable for any loss or damage arising out of any claim made or threatened against the Customer for infringement of any patent, trademark, copyright, registered design or other exclusive right or any other title of any third party In respect of such Goods.
11.2. The Customer shall indemnify the Company from and against all claims, costs and proceedings which arise due to the manufacture of Goods to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right or any other title of any third party in respect of such Goods
Dimensions
12. The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer states in writing that exact measurements are required.
Customer's Drawings and Information
13.1. The Customer shall be solely responsible for ensuring that all drawings, documents and other information given by it to the Company are accurate and suitable. Examination or consideration by the Company of such drawings, documents or information shall not constitute acceptance or responsibility by the Company and shall in no way limit the Customer's responsibility therefore.
13.2. The Company shall be entitled to make an adjustment to the contract price in the event that in the opinion of the Company an order is not accompanied by sufficient Information or drawings to enable work to commence forthwith, or if the information accompanying the order does not provide a full and accurate indication of the work involved.
13.3. Copyright in all drawings, documents and other information supplied by the Company is expressly reserved to the Company. The Customer shall not sell, loan or give away any such drawings, documents or other information or any extract therefrom or copies thereof without the written consent of the Company and the Customer shall not use them in any way except In relation to the Goods in respect of which they are issued.
Design and Models
14.1. Where drawings, specifications or models are submitted to the Customer prior to manufacture approval of such drawings, specifications or models by the Customer shall imply that the Company's Interpretations of the Customers’ requirements and specifications is correct. No warranty is given that Goods will operate satisfactory on or with any machine or material or in any particular operating conditions other than as expressly specified by the Company in writing and it shall be for the Customer to satisfy it as to the accuracy and final working of the Goods supplied.
14.2. Where the Customer supplies models, fixtures, moulds, dies, patterns or tools or where any such items which are or become the property of the Customer are otherwise left In the Company's possession the Company shall be under no liability In respect of any such loss or damage arising as a result of damage to or the destruction of any such items.
Solvency
15. If the Customer shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings commenced (or the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver 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 right or remedy accrued or accruing to the Company,
Force Majeure
16. In the event of the performance of any obligation accepted by the Company being prevented, delayed or in any way interfered with by either:
16.1. Direction of government, war, industrial dispute, strike. Breakdown of machinery or plant, accident, fire or by any other cause beyond the
Company's control. Or;
16.2. non--delivery by the Company's suppliers or damage to or destruction of the whole or part of the Goods the Company may as its option suspend performance or cancel its obligations under the Contract without liability for any damage or consequential loss resulting therefrom such suspension or cancelation being without prejudice to the Company's right to recover all sums owing to it In respect of Goods delivered and costs incurred to date.
Health and Safety
17 .1. The Customer undertakes to take all steps necessary to ensure that the Goods when properly used will be safe and without risk to health. The Customer shall indemnify the Company against any liability whether civil or criminal which the Company may be under in respect of any illness or injury caused by the Goods or their use.
17 .2. If the Goods are to be used outside the United Kingdom the Customer shall be deemed to have satisfied itself that the Goods comply with the safely regulations of any country in which they are to be used and the Customer shall indemnify the Company in full for any loss or damage whatsoever which the Company may Incur if the Goods do not comply with such safety regulations.
Licenses and Consents
18.1. All consents, approvals, import or other licences, permissions or authorities required by any legislation or regulations whether in the United Kingdom or elsewhere shall be the sole responsibility of the Customer who shall bear full responsibility in respect of any failure to obtain the same unless the Contract shall specifically provide otherwise. Any order made by the Customer shall constitute a warranty and representation by the Customer that it has obtained every necessary consent approval licence permit or authority that may be required in connection with the Goods and their supply to the Customer.
18.2. Without prejudice to terms of clause 18.1 above the Customer shall further be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for payment of any duties thereon.
Product Liability
19. In circumstances where the Company supplies Goods to the Customer for incorporating with, or use ancillary to, any composite products to be manufactured, processed or supplied by the Customer then,-.
19.1. the Customer forthwith on demand produce for inspection by the Company copies of all written instructions, information and warnings to be supplied by the Customer in relation to the said composite products provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Company of such instructions, information or warnings and,
19.2 the Customer shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses for legal actions in which the Company may be involved) that the Company may incur in the event that any claim is made against the Company pursuant to the Consumer Protection Act 1987 relating to the said composite products or the Customer or other Goods supplied by the Company in circumstances in which the Goods supplied by the Company were either:
19.2.1. Not the defective part of the said composite products, or
19 2.2. were only rendered the defective part or became a defective product by reason of actions or omissions of the Customer, or
19.2.3. Were only rendered the defective part or became a defective product by reason of instructions or warnings given by the Customer or another supplier of the said composite products;
19.3. For the purposes or this condition the word 'defective' shall be interpreted in accordance with the definition contained In the Consumer Protection Act 1987.
20. The Customer hereby acknowledges that it is under a duty to pass on to its Customers (where appropriate) all instructions, information and warnings supplied to it by the Company with the Goods.
Legal
21. 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.