Terms and Conditions...
General
All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other condition warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing. The Company may correct clerical errors at any time. No variation of these terms and conditions shall be effective unless in writing and signed by a Director of the Company.
Specifications
If the goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer-(a) The Customer shall be responsible for ensuring the accuracy of the specification and for giving all necessary information within a sufficient time to enable the Company to perform the Contract, (b) The Customer shall indemnify the Company against all loss, damages, costs and expenses incurred by the Company in connection with a claim for infringement of a patent copyright design trademark or other intellectual property rights of any other person which results from the Company's use of the Customer's specification, (c) The Company reserves the right to make any changes in the specification which are required to conform with any applicable safety or other statutory requirement. All drawings descriptive and forwarding specifications and particulars of the goods submitted are approximate only. The descriptions and illustrations contained in the brochures, price lists and other advertising of the Company are intended merely to present a general idea of the goods contained therein and shall not form part of the contract. Whilst every effort is made to ensure that the latest specification is available, the Company reserve the right to incorporate new features and to supply products which may not be strictly in accordance with the specification agreed upon, provided that any changes in specification shall not materially prejudice the performance of the goods.
Price
All prices are, unless otherwise stated quoted exclusive of VAT and Delivery. The Company reserves the right to vary the price of goods, if subsequent to the date of quotation there is any increase or decrease in the total cost of the goods to the company, which are beyond the control of the Company. In such an event the Company must give written notice to the Customer before delivery. If such alteration increases the price, the Customer may cancel the relevant order by notice given to the Company within 14 days.
Samples
The Company may, at its discretion, submit a sample to the Customer for approval before executing the bulk of the order, which will only be commenced on receipt of such approval in writing. All goods in respect of which a sample is so approved shall be deemed to have been satisfactorily tested by the Customer and to be suitable for the purposes for which the Customer requires them.
Quantities
The Company will not accept responsibility for any complaints or shortages unless notified within 48 hours.
Delivery
Delivery of the goods shall be made by the Customer collecting the Goods at the Company's premises at any time after the Company shall have notified the Customer that the goods are ready for collection, or, if some other place for delivery is agreed by the Company, by the Company delivering to that place. Where the Company agrees to deliver the Goods otherwise than at the Company's premises the Customer shall be liable to pay the Company's charges for transport packaging and insurance. 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 for any cause to meet any delivery time stated. Where an order calls for a number of items the Company reserves the right to deliver all or any number of items as soon as they are available and the Customer shall honor all invoices presented in respect of such deliveries in accordance with the payment terms. If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Company, the Company may (a) store the goods until actual delivery and charge the Customer for the reasonable costs including insurance) of storage; and/or (b) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over, or charge the Customer for any shortfall below the price under contract.
Inspections and Acceptance
Upon acceptance of the Goods the Customer shall be deemed to acknowledge that the Goods so accepted conform in all respects with the specification of the goods ordered. If the customer desires to inspect the goods prior to delivery such inspection must be made at the Company's premises and notification of this requirement must be given in writing at the time of placing the order. If upon inspection the goods are approved by or on behalf of the Customer such approval shall constitute acceptance of the goods. If no such inspection is made the Customer shall be deemed to have accepted the goods when they are delivered to him unless the Customer gives written notification to the contrary to the Company within 3 working days after delivery.
Warranties
The Company warrant that the goods shall conform to any specification agreed by the Company in writing and that they will be within the normal limits of industrial quality of such products. The liability of the Company for breach of such warranty or under any claim in respect of any defect in the goods shall be limited to replacement of the defective goods or at the Company's option to reimbursement of the price paid by the Customer for those goods. The Customer shall not be entitled to make any claim in respect of any such defect unless the claim is notified to the Company in writing within 3 months from delivery of the goods. The Company shall not be liable under this warranty (a) where the defect results from any drawings, designs, or specification supplied by the customer. (b) where the defect results from the goods being subjected to abnormal usage, fair wear and tear, failure to follow the Company's instructions or where the defect is due to an act of neglect or default of anyone other than the Company; and (c) where the goods or any component parts thereof are the subject of a separate guarantee given by a Third Party and the benefit thereof is hereby assigned by the Company to the Customer. (d) Unless the total price for the Goods shall have been paid by the due date for payment. The Customer acknowledges that he has not notified to the Company any particular purpose for which the Goods are required and all express or implied warranties or conditions statutory or otherwise as to quality of or fitness for any particular purpose of the Goods are hereby expressly excluded and the Company shall not (expect as set out above) be under any liability whatsoever in respect of defects in goods delivered or for any injury, damage, or loss resulting from such defects from any cause whatsoever.
Risk
Risk in the Goods shall pass to the Customer on delivery, or, in the case of Goods to be delivered at the Company's premises at the time when the Company notifies the Customer that the Goods are available for collection.
Payment
Payment for the goods must be made at the time of ordering, unless with agreement, then within 30 days of the date of the Invoice. If the Customer does not pay any invoice by the due date of payment the Company shall have the right to withhold delivery of any further goods. In the event of nonpayment within 90 days, then the Company, reserve the right to charge interest both before and after judgment on all monies outstanding for any period at a rate of 6% per annum over bank base rate.
Sterling Protection
The Company reserves the right to vary the price so that it accords with the rate of exchange prevailing at the time of the Company's Invoice.
Returns
Goods can only be returned if written authorization has been received from the Company. The Goods must be in their original cartons. Incomplete cartons will not be accepted.
Title
Notwithstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds, payment in full of (a) The price of the Goods; and (b) All other Goods agreed to be sold by the Company to the Customer for which payment is then due. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. During such time the Customer shall be entitled to resell or use the Goods in the ordinary course of business, but shall account to the Company for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored protected and insured. Until such time as the property in the Goods passes to the Customer (and provided that the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
Cancellation
If at any time the Customer cancels an order for goods or services which the Company specified to be 'non-standard' or which do not appear in the Company's most recent brochure, then the Company shall be entitled to claim as damages an amount equal to 75% of the value of the order which amount the Customer agrees represents a genuine pre-estimate of the Company's loss. If the Customer fails to make any payment to the Company for the products on the due date, or enters into any arrangement with creditors, or goes into liquidation or passes any resolution or winding-up, or becomes bankrupt or if an encumbrancer takes possession or a receiver is appointed over any asset or property of the Customer, or if the Customer ceases or threatens to cease to carry on business or if the Customer commits a breach of any of these conditions or if the Company reasonably apprehends that any of the events mentioned is about to occur and notifies the Customer accordingly then without prejudice to any other right available to the Company (a) The Company shall be entitled to cancel the contract and/or suspend any further deliveries to the Customer. (b) The price for any goods delivered but not paid for shall become immediately due and payable notwithstanding any arrangement to the contrary. (c) The power of sale given to the Customer in clause 14 of these Terms and Conditions shall be automatically revoked and the Customer shall not be entitled to sell the Goods.
Force Majeure
The Company shall not be liable to the Customer for failure to deliver the goods or for any delay in delivery of the Goods or for any damage to or defect in the Goods where such failure is wholly or mainly due to any cause outside the Company's reasonable control, including but not limited to shortages of raw materials, strikes or lockouts, riots and civil commotion or acts of God, fire, theft, war and embargo.
Law and Jurisdiction
English Law governs these conditions. Any disputes arising out of these Conditions shall be submitted to the exclusive jurisdiction of the English Courts.