Contracts and orders are only accepted upon and subject to our conditions of sale as set out hereunder. Where the Purchaser’s conditions and warranties conflict with these conditions, our conditions shall prevail unless otherwise specifically agreed in writing.
Unless previously withdrawn, our tender is open for acceptance within the period stated therein or, when no period is stated, within sixty days only after its date. Prices quoted apply only to the quantities contained therein. Revised quotations must be obtained for alternative quantities. Quotations within the U.K. exclude Value added Tax.
The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the order forthwith, otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance and amend the delivery times or period accordingly.
4 Packing and despatch
Unless otherwise specified in our tender, packing and despatch charges in accordance with our standard practice is not included.
5 Limits of contract
Our tender includes such goods, accessories and work as are specified therein.
6 Specifications and drawings
All specifications, drawings, dimensions, descriptions and illustrations contained in our catalogue, price lists and other advertisements matter are intended merely to present a general idea of the goods and services described therein and none of these shall form part of the contract.
7 Property and materials supplied by the Purchaser
Any property of the Purchaser from time to time in our possession in connection with a quotation or an order shall be held at the purchaser’s risk and we decline to accept responsibility. The purchaser shall waive any liability in contract or law in respect of loss or damage to the same.
8 Inspection and tests
Our products are carefully inspected and submitted to our standard tests at our works before despatch. If tests other than our standard tests or tests in the presence of you or your representative are required these will be charged for. In the event of any delay on your part in attending such tests or in carrying out any inspection required by you, after fourteen days notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.
We will accept no liability for failure to attain any performance quoted by us unless we have specifically guaranteed then subject to any tolerances specified or agreed to by us. If the performance figures obtained on any test provided for in the contract are outside the acceptance limits specified therein you will be entitled to reject the goods. Before you become entitled to reject the goods we are to be given reasonable time and opportunity to rectify their performance. If you become entitled to reject the goods we will repay to you any sum paid by you to us on account of the contract price thereof up to the date of such rejection. You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose save in so far as your stipulations are in accordance with our advice.
(a) Any times or periods quoted for despatch are from receipt by us of a written order to proceed and of all necessary information, drawings and materials where supplied by the Purchaser to enable us to put the work in hand. All such times and periods are to be treated as estimates only not involving us in any liability for failure to despatch within such times and periods. In all cases, whether a time or period for despatch be quoted or not, the time or period for despatch shall be extended by a reasonable period if delay in despatch is caused by instructions or lack of instructions from you, or by industrial dispute, or by any cause whatsoever beyond our reasonable control and we may extend the delivery period so long as you have failed in any instance to make prompt payment of any of our invoices.
(b) Delivery to the Purchaser shall be deemed to be complete at the moment when the goods are delivered by us from our premises to the carrier. From that point the responsibility for the possession of the goods and their condition will pass to the Purchaser.
(c) Defects on delivery must be notified within 21 days of receipt.
11 Ownership of goods and products
The legal ownership of all goods sold by us will remain with us until the price for the goods has been paid in full.
In the event of variation or suspension of work by your instructions or lack of instructions the contract price shall be adjusted accordingly.
13 Defects after delivery
We will make good, by repair or at our option by the supply of replacements, defects which under proper use appear in the goods within the period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by you) materials (other than materials supplied by you) or workmanship: provided that defective parts have been returned to us if we shall have so required. Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defect in goods, delivery, or for any injury, (other than personal injury caused by our negligence as defined in Section 1 of the Unfair Contract Terms Act 1977), damage or loss resulting from such defects or from any work done in connection therewith.
14 Order Cancellations
a) Orders cancelled during the engineering/production phase that require specially engineered parts or items will incur charges in direct relation to the amount of work done, the labour costs incurred and the cost of material purchased for such orders up to the point of cancellation. Standard off-the shelf items that can reasonably be restocked will be restocked at no charge. Specifically ordered items that incur a restocking charge will incur an equivalent charge.
b) Goods Exchange
Should the Purchaser wish to exchange incorrectly ordered goods, a standard restocking charge of 20%
of the goods value will be levied. This is operable for twenty-eight days only from the date of delivery of the goods to the Purchaser and presumes no damage to the pre-mentioned returned goods. Goods are not to be returned without prior approval.
15 Minimum order charge
A minimum order charge of £ 50.00 (Excluding V.A.T.) for orders originating
from the U.K., and £ 50.00 for Overseas orders placed will apply. Right is reserved to increase or abolish the minimum order charge. Where an increase is to be made, sufficient prior notice will be given on all quotations given by us.
16 Terms of payment
(a) Unless otherwise specifically agreed in writing, terms of payment are strictly net monthly account, that is payment on or before the end of the month following the month during which our invoice is dated. We shall have the right in our absolute discretion following non-observance of the above payment terms, and notwithstanding any contract the Purchaser may have made with a third party, to terminate without notice agreement to make supplies to any person or to refuse or limit the amount of credit to be given to any person and to withhold supplies from any person.
(b) If the Purchaser fails to comply with the terms of payment agreed upon we shall have the right, in our absolute discretion without giving notice of default to charge default interest until payment and such interest shall be charged at a rate common in the country in which the Purchaser is domiciled but shall not be less than five percent. Payment of such interest shall not release the Purchaser form obligation to pay on time.
(c) In addition to any lien to which the company may otherwise be entitled, the Company shall, in the event of the Purchaser being insolvent or failing to pay the purchase price due under any other contract with the Company be entitled to a general lien on al goods of the Purchaser in the Company’s possession for the unpaid price of the Goods sold and delivered to the Purchaser by the Company under this or any other contract.
17 Legal construction
Unless otherwise agreed in writing, the contract shall in all respect be construed and operate as an English contract and in conformity with English law and the English courts shall have exclusive jurisdiction.
18 Statutory and other regulations
If the cost to us in performing our operations under the contract shall be increased or reduced by reason of the making or amendment, after the date of tender, of any law or any orders regulation or bye-law having force of law that shall affect the performance of our obligations under the contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.