1. (1) All quotations are made, all orders are accepted and all goods are supplied subject to the following conditions and acceptance of the goods by the Buyer is an admission of that fact. All conditions of the Buyer or other conditions or warranties whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the Seller in writing.
(2) All quotations are subject to withdrawal or alteration without notice and the Seller reserves the right to accept or reject any order.
(3) The Buyer is not entitled to rely upon any representation made by the Seller (other than in the documents contained in the Sellers quotation) unless it is set out in or attached or expressly referred to in the order placed by the Buyer. All telephone orders must be confirmed in writing concerning which communications by post, facsimile or telex are permissible.
2. (1) In regard to deliveries time is not the essence of the Contract nor does the Seller warrant any date or time of delivery and the Buyer has no right to damages or to cancel the order for failure to meet any delivery date.
(2) The Seller will endeavour to comply with reasonable requests by the Buyer for postponement of delivery but is under no obligation to do so. Where delivery is postponed otherwise than by the default of the Seller the Buyer must if called upon to do so pay all resulting cost and expenses including a reasonable charge for storage and transportation.
3. (1) Should the Seller be prevented from delivering part of the goods by reason of any of the causes referred to in clause 17 hereof the Seller will deliver and the Buyer will accept such part of the goods as the Seller is, at the time fixed for delivery, able to deliver and the Buyer will pay for the goods so delivered the same proportion of the price as the price of the goods delivered bears to the price of the whole of the goods compromised in the contract.
(2) Delivery may be made by instalments and failure by the Buyer to accept or pay for any instalment may be treated by the Seller as repudiation of the Contract.
(3) Where the Contract permits the Buyer to call for supplies according to schedules and the Buyer cancels, suspends or reduces a firm commitment:
(a) The Seller may treat the Contract as being thereby repudiated or at the option of the Seller
(b) The Seller may complete any work in progress for the production of the goods required to meet that commitment and deliver the goods according to such commitment and the Buyer will accept and pay for the same
(4) The Buyer's orders and schedules are deemed to be a firm commitment unless otherwise stated and are in any event firm for at least two months prior to the date of despatch of goods.
LOSS, DAMAGE AND SHORTAGES
4. (a) Where the goods are sold ex works the Seller will not accept responsibility for any damage, shortage or loss in transit
(b) Where the goods are sold delivered to an address in the United Kingdom or
(c) FOB the Seller will not accept responsibility for any damage shortage or loss in transit unless:
(i) Damage or shortage is notified in writing both to the Seller within three days of receipt of Goods and the Goods have been signed for a s "Not examined" and have been handled by the Buyer in accordance with the Sellers and Carriers
(ii) Non-delivery (in the case of total loss) is notified to the Seller and to the Carriers within three days of the date of
delivery notified to the Buyer
5. (1) The prices are quoted and orders are accepted on the basis that the Contract price is the Sellers price for the goods ruling at the time of despatch
(2) In the event of any alteration being required by the Buyer in design or specification the Seller is entitled to make an
adjustment of the Contract price corresponding to such alteration
(3) Unless otherwise specifically stated prices are exclusive of delivery costs
(4) The Buyer shall be responsible for all charges, duties and carriage including import duties or other charges at a foreign port relating to each and every consignment
6. (1) Payment net is due:
(a) On the last day of the month following delivery or
(b) In the case of delivery by instalments on the last day of the month following each such delivery
(2) No dispute arising in relation to the Contract nor any delays beyond the control of the Seller entitle the Buyer to withhold or delay payment
(3) A discount from the Contract price may be allowed to the Buyer provided that payment is received by the Seller on or before the date stated on the invoice.
7. If payment shall be overdue in respect of any goods the Seller may (without prejudice to any other remedies):
(a) Withhold the delivery of any goods otherwise due to be delivered and/or
(b) Cancel any order which may be outstanding without any liability for so doing
(c) Change interest on any amount outstanding at the rate of 1.5% per month on the amount outstanding
8. If the Buyer becomes bankrupt or insolvent or compounds with creditors or a resolution is passed or proceedings commenced for the liquidation of the Buyer (other than for a voluntary winding up for the purpose of reconstruction or
amalgamation) or if a Receiver and/or Manager is appointed of all or any part of assets or undertaking of the Buyer the
Seller shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or
Remedy accrued to the Seller
TITLE AND RISK
9. (1) Risk passes to the Buyer when the goods or a relevant part thereof leave the premises of the Seller for delivery
notwithstanding that the Seller may arrange for delivery so that the Buyer is responsible for all subsequent loss,
damage or deterioration.
(2) Title in the goods or any part thereof passes to the Buyer when payment in full therefore has been made or when the
Seller serves written notice upon the Buyer specifying that title in the goods or such part thereof has passed whichever
is earlier in time and the Buyer will permit the Seller’s servants or agents to enter onto the Buyer’s premises and to
repossess the goods at any time prior thereof
GUARANTEES AND EXCLUSIONS
10. (1) The Seller undertakes free of charge to replace or at its discretion to repair (if capable of repair) any of the good
which are returned to the Sellers premises carriage paid within 12 months of the date of delivery and which are shown to be faulty by reason of defective materials or bad workmanship but this guarantee does not apply if the goods in question have in any way been altered, modified, treated or repaired otherwise than by the Seller
(2) In the event of the condition of the goods (whether or not the same is apparent on inspection) being such as might or would (subject to these Conditions of Sale) entitle the Buyer to claim damages and/or terminate the Contract the Buyer will before so doing ask the Seller to repair the goods (if capable of repair) or supply satisfactory substitute goods and the Seller is entitled at its option to repair or take back the defective goods and to supply satisfactory substitute goods free of cost within a reasonable time. If the Company does so the Buyer will accept such repaired or substituted goods and the company will 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.
(3) The Buyer will have no claim in respect of defects not apparent on inspection at the time of delivery unless:
(i) A written complaint is sent to the Seller as soon as reasonably practicable after the defect is noticed and no use is
made of the goods thereafter and no alteration, modification, treatment or repair is made thereof before the Seller is
given an opportunity to inspect the goods and
(ii) The complaint is made within 12 months of the date of delivery
(4) Save as otherwise provided by these Conditions of Sale, Sections 12 to 15 (inclusive) of the Sale of Goods Act 1979 are to be implied into this Contract subject to the modification that in Section 14 (3) the words “in writing” shall be
deemed to be substituted for the words “or by implication”
11. (1) Except in those cases where Section 2 (1) or 6 (1) or (where the Buyer is dealing as a consumer as defined in that Act) Section 6(2) of the Unfair Contract Terms Act 1977 apply and subject to Condition 10(1) above the Seller is under no liability howsoever arising including (without prejudice to the generality of the foregoing) liability founded in Contract,
common law or statute arising from the negligence of the Seller or any person for whom the Seller is vicariously liable
in respect of or in connection with:(a) Any defect in the goods which could reasonably have been discovered by the Buyer by inspection or test prior to
(b) Any claim under or in connection with this Contract to the extent that it relates to consequential loss, loss of profit,
damage to property or loss or damage which is not directly and immediately consequent upon the matter complained
(2) Save where the Seller is shown to have been guilty of negligence the Seller shall not be liable in any circumstances
in respect of death or personal injury and
(3) Where the goods are supplied for the purpose of a business the Sellers liability whether in respect of one claim or the
aggregate of various claims (other than claims for death or personal injury due to negligence (as so defined) on the part of the Seller) shall not exceed £1,000.00 and the Buyer agrees to insure adequately to cover such claims in excess of such amount.
12. (a) Save as hereinbefore provided the Seller shall be under no obligation to accept returned goods or allow any order to be cancelled and in no circumstances will goods be accepted for credit if not returned within 7 days of delivery
(b) For cash sales the Seller reserves the right not to accept goods back into stores for credit if supplied correct to customers request
(c) For credit customers a 25% handling charge or the cost of carriage, whichever is greater, will be levied against accepted goods returned which were supplied correct to order
13. Unless the goods are of the standard specification of the Seller the Buyer will indemnify the Seller against any loss damage claim demand or liability (and all costs and expenses in connection therewith) sustained, made against or incurred by the Seller which would not have been sustained, made or incurred if the goods had not been supplied unless the same was Caused by the negligence of the Seller
14. The Buyer will indemnify the Seller against any loss, damage, claim demand or liability (and all costs and expenses in
connection therewith) sustained made against or incurred by the Seller for the infringement of any Patent, Registered Design Trade Mark, Trade Name or Copyright for passing off involved in or arising out of goods supplied or work carried out in accordance with the Buyers specification
DRAWING TOOLS ETC
15. (1) Drawings, sketches, quotations and any other documents supplied by the Seller remain the property of the Seller and must not be communicated to third parties
(2) The Buyer is solely responsible for ensuring that all drawings, advice and recommendations given to the Seller either directly or indirectly by the Buyer or by the Buyers own advisers or consultants are accurate and suitable for their
purpose. Examination or consideration by the Seller of such drawings, advice or recommendations shall in no way limit
the Buyers responsibility hereunder unless the Company specifically agrees in writing to accept responsibility
(3) The Buyer shall indemnify the Seller from and against all actions claims and proceedings which arise due to the
manufacture of goods to the drawings and specifications of the Buyer where such drawings and specifications are at
fault or where it is alleged that they involve an infringement of a Patent, Registered Design, Copyright or Design
Copyright or other exclusive right
16. (1) The Seller is responsible for obtaining any necessary Export Licence or other similar governmental authority and this Contract is conditional upon such consent(s) being obtained by the Seller
(2) The Buyer is responsible for obtaining any authorisation such as an Import Licence, Exchange Permit or any other
permission, consent or document required by the authorities in the Buyers country and also the country of destination
if different. The Buyer and the Seller will assist each other in every manner reasonably possible in securing such
authorisation as may be required but the Seller shall be under no liability whatsoever if any authorisation is delayed,
refused, revoked, restricted or not renewed.
17. 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 be 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
18. The Contract shall be governed and interpreted exclusively according to the laws of England and shall be subject to the jurisdiction of the English courts only.