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1. FORMATION OF CONTRACT
No binding contract shall be deemed to have been effected until confirmed,
in writing, as
such by the Seller; quotations, price lists and other publications
of the Seller do not constitute offers.
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall apply to all contracts for the sale of goods
by the Seller to the Buyer to the exclusion of all other terms and conditions
including any terms or conditions which the Buyer may purport to apply
under any purchase order confirmation of order or similar document.
All orders for goods shall be deemed to be an offer by the Buyer to
purchase goods pursuant to these Conditions.
2.2 Acceptance of delivery of goods shall be deemed conclusive evidence
of the Buyer's acceptance of these Conditions.
2.3 Any variation to these Conditions (including any special terms and
conditions agreed between the parties) shall be inapplicable unless
agreed in writing by the Seller
3. DELIVERY Any day for delivery named by the
Seller is an estimate only and in no circumstances shall the failure
of the Seller to deliver on or before the named date either entitle
the Buyer to rescind or terminate the Contract or make the Seller liable
in any way for the consequence of any delay. Material from stock is
subject to being unsold upon receipt of order.
4. DEFERMENT OF DELIVERY Where the Buyer has
given firm instructions for the manufacture and delivery of goods and
subsequently requests the Seller to defer delivery, any goods completed
will be invoiced and any goods in the process of manufacture will be
completed and invoiced on completion, holding and storage charges at
the reasonable cost of storage including delivery will be invoiced subsequently
when applicable.
5. AVAILABILITY OF RAW MATERIAL AND SPECIAL
TOOLS. Contracts and orders are accepted subject to the Seller being
able to obtain at all necessary times the raw materials and any special
tools required to execute the order.
6. OWNERSHIP OF SPECIAL TOOLS Any dies or
tools made or obtained specially for an order remain the Seller's property,
even when the Buyer has been charged with part cost.
7. SPECIFICATIONS
7.1 If the goods are to be manufactured or any process is to be applied
to the goods by the Seller in accordance with a specification submitted
by the Buyer:-
7.1.1 The Buyer shall supply such specification within sufficient time
to enable the Seller to complete delivery of the goods by the estimated
delivery date.
7.1.2 The Buyer shall indemnify the Seller against all loss damages
costs and expenses awarded against or incurred by the Seller in connection
with or paid or agreed to be paid by the Seller in settlement of any
claim for infringement of any patent, copyright, design, trade mark
or other industrial or intellectual property rights of any other person
which results from the Seller's use of the Buyer's specification.
7.1.3 The Seller reserves the right to make any changes in the specification
of the goods which are required to conform with any applicable statutory
or EC requirements.
7.1.4 The Seller shall be under no liability in respect of any defect
in the goods arising from any drawing design or other specification
supplied by the Buyer.
8. EXPORT ORDERS
8.1 Unless the context otherwise requires any term or expression which
is defined in or given a particular meaning by the provisions of "Incoterms",
the definition of meaning given by the Incoterms in force at the date
when the contract is made, shall have the same meaning in these Conditions
or any contract for the sale or supply of goods by the Seller to the
Buyer, but if there is any conflict between the provisions of Incoterms
and these Conditions, the latter shall prevail.
8.2 The Buyer shall be responsible for complying with any legislation
or regulations governing the importation of the goods into the country
of destination and for the payment of any duties on them.
9. WARRANTY AND DEFECTIVE
GOODS 9.1 The goods shall be manufactured and supplied in accordance
with the description
contained in the SellerŐs specification (if any) and shall be of normal
industrial quality.
9.2 The Seller may from time to time make changes in the specification
of the goods which are required to comply with any applicable safety
or statutory requirements or which do not materially affect the quality
of fitness for the purpose of the goods.
9.3 The Buyer shall inspect the goods on delivery and shall within 3
days of delivery notify the Seller of any alleged defect, shortage in
quantity, damage or failure to comply with description or sample. The
Buyer shall afford the Seller an opportunity to inspect the goods within
a reasonable time following delivery and before any use is made of them.
If the Buyer shall fail to comply with these provisions the goods shall
be conclusively presumed to be in accordance with the contract and free
from any defect or damage which would be apparent on a reasonable examination
of the goods and the Buyer shall be deemed to have accepted the goods.
9.4 If the goods are not in accordance with the contract for any reason,
the BuyerŐs sole remedy shall be limited to the Seller making good
any defect or shortage by repairing or replacing such goods or if the
Seller
shall elect by refunding a proportionate part of the price.
9.5 The Seller shall be under no liability whatever to the Buyer for
any indirect loss and or expense (including loss of profit) suffered
by the Buyer arising out of a breach by the Seller of the contract or
any of these Conditions.
9.6 In the event of any breach of the contract or these Conditions by
the Seller the remedies of the Buyer shall be limited to damages. Under
no circumstances shall the liability of the Seller exceed the price
of the goods.
9.7 All warranties and conditions whether implied by statute or otherwise
are excluded from the contract and these Conditions provided that this
shall not restrict or exclude liability for death or personal injury
caused by the negligence of the Seller.
10. CLAIMS FOR DAMAGE,
SHORTAGE OR LOSS No claim for damage in transit, shortage of delivery
or loss of goods
in transit can be accepted unless, in the case of damage in transit
or
shortage of delivery, a separate notice in writing is given to the
carrier concerned and to the Seller within three days of the receipt
of goods,
followed by a complete claim in writing within five days of receipt
of goods, and in the case of loss of goods, notice in writing is given
to the carrier concerned and to the Seller, and a complete claim in
writing made within twenty one days of the date of the consignment.
Where goods are accepted from the carrier concerned without being checked,
the delivery book of the carrier concerned must be signed "not examined".
11. FORCE MAJEURE
11.1 The Seller shall not be liable to the Buyer or be deemed to be
in breach of the contract or these Conditions by reason of any delay
in performing or any failure to perform any of the Seller's obligations
in relation to the goods if the delay or failure was due to any cause
beyond the Seller's reasonable control. Without prejudice to the generality
of the foregoing the following shall be regarded as causes beyond the
Seller's reasonable control:-
11.1.1 Act of God, explosion, flood, tempest, fire or accident.
11.1.2 War or threat of war, sabotage, insurrection, civil disturbance
or requisition.
11.1.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures
of any kind on the part of any governmental parliamentary or local authority.
11.1.4 Import or export regulations or embargoes.
11.1.5 Strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller or of a third party).
11.1.6 Difficulties in obtaining raw materials, labour, fuel, parts
or machinery.
11.1.7 Power failure or breakdown in machinery.
12. NOTICE OF TERMINATION OR PARTIAL DELIVERY
In the event of an outbreak of hostilities (whether war is declared
or not) in which Great Britain is involved, or in the event of national
emergency, or if the Sellers works should become wither directly or
indirectly so engaged on the Government orders or orders under priority
directions as to prevent or delay work on other orders, the Seller shall
be entitled at any time, on notice to the Buyer, to make partial deliveries
only or to determine the contract, without prejudice in any case to
rights accrued in respect of deliveries already made.
13. DETERMINATION OF CONTRACT Without prejudice
to any other right or remedy available to the Seller, the Seller shall
be entitled to cancel the contract or suspend any further deliveries
under the contract without any liability to the Buyer and if the goods
have been delivered but not paid for, the price shall become immediately
due and payable notwithstanding any previous agreement or arrangement
to the contrary if:-
13.1 The Buyer fails to make any payment of the purchase price on the
due date or commits any other breach of the terms of the contract or
13.2 The Buyer makes any voluntary arrangement with its creditors or
(being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an Administration Order or goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction)
or
13.3 An encumbrance takes possession or a Receiver is appointed of any
of the property or assets of the Buyer or
13.4 The Buyer ceases or threatens to cease to carry on business or
the Seller reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14. INDEMNITY The Buyer will indemnify the
Seller against all damages, penalties, costs and expenses to which the
Seller may become liable as a result of work done in accordance with
the Buyer's specification which involves the infringement of any letters
patent or registered design or copyright.
15. PRICE VARIATION Prices at which orders
are accepted by the Seller will remain firm except only as follows:-
15.1 Raw Materials Where a quantity (whether all or part of an order)
specified for delivery at one time has a nominal weight totalling over
150kg and is accepted for delivery longer than six months from the date
of acceptance of the order, the price will be based on raw material
prices ruling six months before delivery is due and raw material prices
will be held firm for this period. In the event that the Buyer subsequently
defers delivery beyond the prescribed six months' period, the Seller
reserves the right to charge interest at a rate up to 1.5 times the
official U.K. clearing banks base lending rate on the value of the raw
material outstanding.
15.2 Costs Other Than Raw Materials If orders are accepted for delivery
longer than three months from the date of acceptance thereof the price
will be subject to variation for costs (other than raw material prices)
in accordance with such variations.
16. RISK AND TITLE 16.1 Risk shall pass to
the Buyer so that the Buyer is responsible for all loss. damage or deterioration
to the goods:-
16.1.1 If the Seller 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,
16.1.2 In all other circumstances at the time when the goods or a relevant
part thereof leave the premises of the Seller whether or not the Seller
arranges transport and where the goods are delivered by carrier any
claims for loss or damage in transit must be made by the Buyer against
the carrier in accordance with the carriers conditions.
16.2 In spite of delivery having been made, property in the goods shall
not pass from the Seller until:-
16.2.1 The Buyer shall have paid the purchase price for the goods plus
VAT in full and
16.2.2 No other sums whatever shall be due from the Buyer to the Seller.
16.3 Until property in the goods passes to the Buyer in accordance with
Clause
16.2, the Buyer shall hold the goods and each of them on a fiduciary
basis as bailee for the Seller. The Buyer shall store the goods (at
no cost to the Seller) separately from all other goods in its possession
and marked in such a way that they are clearly identified as the Sellers
property.
16.4 The Seller shall be entitled to recover the price (plus VAT) notwithstanding
that property in any of the goods has not passed from the Seller.
16.5 Until such time as property in the goods passes from the Seller,
the Buyer shall upon request deliver up such of the goods as have not
ceased to be in existence or resold, to the Seller. If the Buyer fails
to do so, the Seller may enter upon any premises owned occupied or controlled
by the Buyer where the goods are situated and repossess the goods.
16.5 Until such time as the property in the goods passes to the Buyer,
the Buyer shall keep the goods separate from those of the Buyer and
third parties and properly stored protected and insured and identified
as the SellerŐs property, but the Buyer shall be entitled to resell
or use the goods in the ordinary course of its business.
17. CANCELLATION No order or contract may be
cancelled by the Buyer except with the agreement in writing of the Seller
and on terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit) costs, including the costs of all
labour and materials used, damages charges and expenses incurred by
the Seller as a result of cancellation.
18. PAYMENT OF ACCOUNTS The Seller reserves
the right to charge interest at a rate (both before and after any judgment)
of up to 4% above Barclays Bank plc Base Lending Rate ruling at the
time payment is due if payment is not made in accordance with the terms
agreed at the time the order is accepted.
19. ERRORS OR OMISSIONS Errors or omissions
in any sales literature quotation price list acceptance of offer invoice
or other document or information issued by the Seller shall be subject
to correction without any liability on the part of the Seller.
20. V.A.T The prices quoted are exclusive
of VAT which will be added to the invoice at the rate then current and
appropriate to the transaction.
21. LAW APPLICABLE All contracts shall be
deemed as subject to the Law of England, and the parties hereto hereby
submit to the jurisdiction of the English Courts.
22. NOTICES Any notice required or permitted
to be given by either party to the other under these conditions shall
be in writing addressed to the other party at its registered office
or principal place of business or such other address as may at the relevant
time have been notified pursuant to this provision to the party giving
the notice.
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