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Terms of Sale

 

1. General

All Quotations made and orders received are subject to there Conditions of sale which shall take precedence over any terms and conditions submitted by the buyer whether submitted before or after these Conditions, and no alterations shall take effect unless confirmed by the seller in writing. No term, condition or warranty not recorded herein shall be binding on the seller, except where such is necessarily imported into the contract under any Statue or at Common Law.

 

2. Validity

Unless otherwise stated any quotations issued by the seller will remain open for offer, for 30 days, and then shall lapse and any order placed by the buyer shall be subject to acceptance by the seller.

 

3. Prices

(i)                      Errors and omissions are subject to correction

(i)                      Unless otherwise stated in writing prices charged will be those ruling at the date of despatch.

(ii)                     Unless otherwise specified prices are inclusive of delivery only of goods and do not cover their off-   loading, positioning or installation.

(iii)                    All prices are exclusive of VAT which will be charged as applicable.

 

4.Payment

(i)                      With all first orders, and whenever else specified by the seller, the buyer shall pay the seller in full as a condition precedent to dispatching the goods. In all other cases payment must be made in full by no later than 30 days from the date of the invoice.

(ii)                     Where payment is not received by the due date the seller reserves the right to charge interest at the rate of 2% of the full invoice price charged, for each month that payment is overdue, or, at the sellers option to suspend all other deliveries of all goods to the buyer, against any contract or to terminate the contract and/or other contracts without incurring any liability to the buyer.

(iii)                    Should the seller be prevented by the buyer from effecting delivery on the agreed date, the full price of the goods shall become payable as if the goods had been delivered.

 

5. Delivery

(i)                      Any time expressed for delivery shall be deemed to be an estimate only, time not being of the essence of the contract unless separately agreed to in writing by the seller. The seller accepts no liability for any loss sustained by the buyer through late delivery, unless the seller expressly agreed, in writing for time of delivery as being of the essence of the contract, and further, where a time for delivery has been agreed but delivery is delayed for any reason beyond the control of the seller, a reasonable extension of time shall be allowed to the seller.

(ii)                     Where a time for delivery is agreed and the buyer fails, for whatever reason, to accept delivery, the seller reserves the right to make a reasonable charge for storage and other expenses incurred by seller as a consequence of the buyers non-acceptance, and shall not be required to deliver the goods thereafter unless these reasonable charges are met.

(iii)                    The buyer shall provide adequate unloading facilities at the place of delivery and shall at its own risk and expense, provide adequate labour for off-loading.

(iv)                    If the advance notice of the approximate arrival time is required this must be stated on the order.

 

6. Cancellation

(i)                      Standard terms. A cancellation charge of 20% of nett invoice value will be made to cover administration costs.

(ii)                     Special items. Once manufacturer has commenced, cancellation of items made to a buyers specific requirements will involve, in addition to the cancellation charge, all manufacturing costs incurred up to the time of cancellation and other costs incurred by seller in relation to the items, prior, or as consequence of cancellation.

 

7. Damage or Loss in Transit

(i)                      The sellers responsibility ends with the arrival of goods at the designated delivery point. The Seller is not liable for any damage or loss caused during unloading or thereafter.

(ii)                     The buyer shall, whenever reasonably practicable, inspect the goods forthwith on delivery by the carrier. Where inspection cannot reasonably be made, the carrier’s note or such other document as in appropriate shall be marker ‘not inspected’.

(iii)                    Damaged goods will not be replaced or repaired under the provisions of this condition, if they have been used.

(iv)                    In the event of damage, goods or parts thereof will be replaced free of charge providing that:

(a)         Any damage in transit to the goods or shortage in the quantity of goods delivered is notified to the seller in writing within 7 days of delivery to the designated delivery point.

(b)         The goods and packing are returned to the seller carriage paid within 14 days clearly marked ‘free for repair’.

(c)         In the case of non delivery goods, the seller is notified in writing within 10 days from the date of the sellers invoice.

 

8. Carriage

(i)                      An additional charge will normally be made for packing and delivery outside the mainland of Great Britain.

(ii)                     A handling charge, inclusive of postage and packaging will be made on small orders.

 

9. Packing

Any pallets or containers in which goods are supplied to the buyer shall remain the property of the seller and shall be returned to the seller by the buyer in good condition at the expense of the buyer.

 

10. Property and Risk

Risk in the goods shall pass to the buyer on delivery, but full legal and equitable title in each of the goods shall remain with the seller until the buyer has paid for these goods in full. Until that time buyer shall hold the goods as Bailee for the seller, and the seller shall be entitled in its reasonable discretion to require the buyer to return unpaid for goods forthwith at the buyers own expense. If the buyer re-sells any unpaid for goods, it shall hold all proceeds therefrom in a separate designated bank account of behalf of the seller.

 

                                      

11. Performance & Tests

(i)                      The seller’s products are inspected and submitted to the standard tests before being despatched. Any performance figures given by the seller are based on its experience and are such as the seller would expect to obtain on such standard tests. However, the seller shall not be liable for any failure of its products to obtain such figures, unless it has specifically guaranteed performance figures (subject to recognised tolerances applicable to such figures) at the time of order.

(ii)                     If special tests of the sellers products are required by the buyer these, unless agreed, shall be carried out at the sellers premises and at the buyers expense.

(iii)                    The buyer acknowledges that goods ordered by it are sufficient and suitable for its purpose save insofar as the buyer may have relied upon the sellers specific representations or advice in connection with those goods.

 

12. Samples

Any samples submitted by the seller must either be paid for or returned to the seller’s premises carriage paid, within one month from the date of receipt of the buyer.

 

13. Drawings

(i)                      All drawings shall remain the Sellers property and must not be wholly or partially used or copied without the sellers written permission and shall be returned to the seller forthwith on request by the seller.

(ii)                     The seller reserves the right to charge for design work at the rates prevailing at the time the design work in undertaken. Charges will not however normally be made for an initial design and a maximum of two redrafts assuming these drawings are not utilised by the buyer in contravention of clause 13(i). All and any design work undertaken thereafter may be charged to the buyer if the buyer does not order from the seller the equipment and works detailed within the drawing.

 

14. Description

Illustrations, descriptions and dimensions in the sellers catalogues or documents although believed to be correct in general detail and approximate only and should not be relied upon without independent verification, nor shall they constitute representations or warranties, express or implied, nor in any way shall the seller be liable in respect thereof. The Sellers policy is one of the continuing improvement and the seller reserves the right to vary or modify the design specification or finish without notice, unless written undertaking has been given to the contrary.

 

 

15. Replacement

Where the goods supplied by the seller are of the sellers design and manufacture, the seller will make good any defects in those goods subject to following conditions:

(i)                      The buyer shall notify the seller in writing at its address at: Unit 16 Farthing Road Industrial Estate, Ipswich, Suffolk, IP1 5AP, as soon as practicable after the defect has become known.

(ii)                     The seller shall be provided with an adequate opportunity to examine the goods.

(iii)                    The seller shall not be obliged to replace any goods or make any allowance or other arrangement if, in the reasonable opinion of the seller, the defect has arisen from accident, misuse, neglect, incorrect installation, lack or reasonable maintenance, or any other cause beyond the reasonable control of the seller.

(iv)                    Where the defect is reasonably attributable to the fault of the seller, the seller shall replace or repair the defective goods, but shall not be liable to the buyer for any costs of removal of the defective goods, or of installation or replacement of goods, nor any consequential loss or damage of the buyer arising therefrom, save in respect of death or personal injury caused as a result of the sellers proven negligence.

(v)                     The Sellers liability shall be limited to the free repair or replacement of materials and components manufactured by the seller within a period of 12 months from the date of despatch from the seller’s works.

(vi)                    Where goods and components supplied by the seller are not of the sellers design manufacture, the sellers liability shall be limited to the guarantee provided by the manufacturer of such goods and components.

(vii)                   The seller shall not be under any duty arising from this provision if the buyer is in breach of any provision of the contract with the seller until the buyer has remedied the breach.

 

16. Indemnity

The buyer shall indemnify the seller against all loss, damages penalties, costs and expenses to which the seller may be liable if any work done in accordance with the buyer’s specification infringes any third party property rights.

 

17. Force Majeure

In the event of war, invasion, act of foreign enemy, hostility (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped powers, the seller shall not be relieved of liabilities incurred under the contract wherever and to the extent to which fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event by statues, rules, regulations, orders or requisitions issued by any Government department, council or duly constituted authority, or from strikes, lock-outs, breakdown or plant or any other causes (whether or not like nature) beyond the sellers control.

 

18. Law

All contracts entered into by the seller shall be subject to English law and the seller and the buyer hereby agree to submit to the jurisdiction of the English courts.

 

19. Notices

Any notices required to be given by either party hereunder shall be made in writing and despatched to the other party by first class registered or recorded delivery post (or their respective equivalents in the country of the buyer) at the respective addresses of the parties at set out in the Order and Acknowledgement of Order, or by the telex numbers for the parties as stated in these documents. Notices shall be deemed to have been delivered on the tenth day after the date of posting, or in the case of the telexes, when the formal answerback is received by the sender.