GENERAL CONDITIONS OF SALE AND TRADING
These Conditions shall govern any sale of goods or services by the Company to the exclusion of any other terms or conditions except such as are approved in writing by a Director or other authorised officer of the Company. Current “Incoterms” shall apply subject to the express provisions herein. Any waiver shall not prejudice the Company’s rights in respect of subsequent breach. Quotations are valid for only twenty-eight days and orders placed thereon are subject to acceptance by the Company.
(a) The Company reserves the right to vary prices (whether specifically quoted or otherwise) to take account of increases in the cost of raw materials, manufacture, packaging, transport or wages, arising before despatch.
(b) Prices quoted are for individual items. Should the Company fail to deliver any order in its entirety then the part of the order that has been delivered shall be payable in full.
(c) Prices are exclusive of VAT or other tax, duty, tariff or charge arising in the U.K. or elsewhere, and are ex-works.
3. SERVICE EXCHANGE
The Company offers a service exchange facility on certain items of its production. The price of the Company’s service exchange goods are inclusive of the value of the component to be returned/exchanged. If the returning component is not made available at the time of delivery/collection then the Company will charge a refundable deposit. If the returning component is delivered to the Company within 90 days of the delivery/collection date then the company will refund the deposit.
4. DELIVERY DAYS
Any dates given for shipment or delivery are approximate.
If inserts or materials are to be provided by the Customer or parts or materials are to be bought to the Customer’s specification:
(a) The Customer shall deliver inserts or materials to be provided by him free of charge in a condition and of a quality suitable for incorporation, in strict compliance with agreed dimensions and tolerances and in such quantities and at such times as shall be stipulated by the Company.
(b) The Customer shall provide sufficient excess inserts or materials to cover all manufacturing losses. The Company shall return excess inserts or materials not actually used.
(c) The Company shall be under no liability whatsoever to the Customer for, and the Customer shall indemnify the Company against, loss, claims of damage of any kind whatsoever arising out of any defect in the Company’s goods which shall be attributable to unsuitability of or faults in such inserts, parts of materials.
(a) The Company does not exclude or limit liability for death or personal injury arising from negligence.
(b) Subject to sub-clauses (c), (d) and (e) the Company warrants goods and services against:
(i) Departures from it usual standards and specifications, or, in the case of goods manufactured to the Customer’s specification, departure from the Customer’s specification, and defects in materials and workmanship, becoming apparent under normal use within three months of delivery of goods or performance of services, provided such are notified to the Company within twenty-eight days of becoming apparent.
(ii) Breach of the industrial property rights of which the Company is aware at the date of the contract, except in respect of design provided by the Customer.
(c) If any goods or services do not comply with sub-clauses (b) (i) the Company will, at its reasonable option replace the same, rectify the breach, or refund the appropriate part of the price (having regard to any benefit already enjoyed in respect thereof) or take back goods.
(d) The Company shall not be liable for:
(i) Design defects, unless new design work is necessary specifically to fulfil the contract;
(ii) For Consequential loss;
(iii) Any excess in total claims over the contract price;
(iv) Technical advice or assistance which it was not contractually bound to provide;
(v) Loss caused by delay;
(vi) Any loss which the Company is precluded from recovering from a carrier by reason of the Customer’s failure to give the notice necessary for such recovery.
(e) The express warranties herein are given in lieu of all other express or implied warranties, conditions in respect of quality fitness and the like and guarantees, save that arising under section 12 of the sales of goods act, 1979.
7. FORCE MAJEURE
The Company shall be excused non-delivery or delay in delivery directly or indirectly caused by, or resulting from, or made fundamentally more onerous by, events or circumstances beyond the Company’s reasonable control (including but without limitation suppliers’ delays and trade disputes, whether of the Company’s employees or otherwise). In the event of any deliveries being so suspended or delayed, the period of the contract shall be correspondingly extended, or if deliveries are suspended for six months or more either party may, by notice in writing to the other, cancel the contract whereupon the Company shall either issue a credit note or invoice, as appropriate, in an amount equal to an equitable portion of the total contract price.
Payments shall be made nett, and without set-off so as to be received on or before the 28 day of the calendar month following the month of invoice (excluding pro forma invoices where payment is required upon order). The Company shall be entitled to charge simple interest on overdue accounts at a rate of 0.05% per day.
9. PASSING OF TITLE
The Company and the Customer expressly agree that until the Company has been paid in full for the goods comprised in this or any other sale contract between them any goods comprised in this contract the property of the company (although the risk therein passes to the customer at the point when the delivery begins).
10. EXPORT DELIVERIES
In respect of all contracts for sale of goods or execution of work outside the U.K. the Customer will provide any necessary export licences, import licences or exchange control authorisations within a reasonable time.
11. RETURN OF PACKAGES
A charge may be made for drums or returnable packages, but, if so, full credit will be given if they are returned to point of despatch carriage paid and in good condition within three months of invoice date.
12. UNDER/OVER DELIVERIES
The Company may deliver an excess or deficiency of up to 5% of the order and payment shall be made pro rata to contract price.
The Customer shall pay the appropriate cost of any tools specially bought or made for the purpose of the contract when the first sample is submitted. Such tools shall, despite such payment, remain the property of the Company for a minimum period of five years.
14. SCHEDULED ORDERS
If there are to be schedules of requirements from time to time
(a) The provision for under/over deliveries shall apply to the quantities shown on each of the Customer’s schedules;
(b) No arrears of goods will be subject to cancellation unless agreed in writing between the Customer and the Company;
(c) The Customer will be committed to accept delivery of the goods scheduled for the next ensuing three months, and it will be liable for the cost of raw materials and other purchases made by the Company for the purpose of the Customer’s scheduled requirements in respect of the following three months thereafter.
15. DATA PROTECTION
(a) We may transfer information about you to our Financiers, who may store and process information about your business and its principal(s) on their computers, the computers of any associated company used by them and in any other way; information will be used by them for credit or financial assessments, making payments, recovering monies, training, preparing statistics, preventing bad debts, fraud and money laundering.
(b) We will provide you with the details of our financiers on request, including a contact telephone number. If you want to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may give information about you. You have a legal right to these details. You can also obtain a copy of the information they hold about you if an application is made to them in writing. However a fee will be payable.
The Law of England shall govern the formation, interpretation and enforcement of the contract.
Version: 1 – Oct 2011