Terms of business
Contracts and orders are accepted only subject to our Conditions of Sale as set out hereunder and the Buyer shall be bound by such Conditions. No modification of these Conditions or the particulars in our acceptance will be recognised by us unless expressly accepted by us in writing. Unless so agreed any qualification thereof or difference contained in the Buyer's own order forms shall be inapplicable. All orders whether based upon this quotation or otherwise shall be subject to our written acceptance.
Prices quoted shall refer to the stipulated quantities only and will not necessarily hold good for other quantities. The V A.T. not included in the quotation or invoice will be added where applicable.
3. Variation of Price
We reserve the right to alter the quoted prices of all or any of our products at any time without notice in the event of any variation in costs incurred by us after acceptance of the Buyer's order. Orders are accepted at the prices current at the time of acceptance and on the understanding that they may be invoiced at prices ruling on the date of despatch irrespective of prices previously quoted. The quoted price is also subject to adjustment if any changes are made by the Buyer in the specification or quantities or delivery requirements.
Unless otherwise specified the goods or each instalment of the goods in cases where the goods are to be delivered by instalments shall (a) in the case of U.K. sales be paid for in cash within 30 days following the date of the relevant invoice (b) in the case of export sales shall be paid in Sterling in London against presentation of shipping documents. Failure to make payment at the due date shall entitle us to suspend deliveries until payment is made or to terminate the contract in writing, or to treat the contract as repudiated by the Buyer without prejudice to our rights to damages for breach of contract.
Unless otherwise agreed goods shall be delivered in our standard packaging. Special packaging specifications to meet the Buyer's requirements must be referred to us for review and acceptance. We shall make a charge for this and the cost will be shown as a separate item on the invoice.
Every effort will be made to maintain delivery dates but we accept no liability for the delay, however occasioned, or for the consequences of any delay. Delivery shall be when the goods are ready and at the Buyer's nominated place of delivery which shall be (a) our premises if the Buyer or the Buyer's carrier or agent collects or if no written nomination has been received by the time the goods are ready or (b) at the Buyers own premises if carriage is effected by ourselves, our carriers or agents Thereafter the goods shall be at the sole risk of the Buyer. We reserve the right to deliver by instalments in which case each delivery shall constitute a separate contract without prejudice to subsequent deliveries and shall be invoiced accordingly. We shall use our best endeavours to deliver on the date stated but no guarantee or warranty as to the date or rate of delivery is given or implied and we accept no liability for late delivery or any consequential damage arising therefrom. No delivery shall be considered as overdue until the Buyer has made a written request for delivery and given us reasonable time to comply with such request.
7. Title and Insurance
Property in the goods shall remain vested in us until payment therefor shall have been made by the Buyer in full. In the event that the goods shall be in any way adapted or incorporated by the Buyer or any third party into any other goods the Buyer shall pending the sale of the goods so adapted or of such composite goods hold the same as security for payment to us of all moneys due in respect of the goods. Any moneys received by the Buyer from resale of the goods whether in the original state in which they were received from us or so adapted as aforesaid or from the sale of such composite goods shall be held by the Buyer on trust to pay to us all moneys due from the Buyer to us in respect thereof. The Buyer shall if so requested by us assign to us all rights the Buyer may have against any subsequent purchaser for payment for the goods whether in the original state in which they were received from us or so adapted as aforesaid or for such composite goods and any other rights and claims against such a purchaser in connection therewith.
Should we be prevented from delivering at the agreed date by strikes, lockouts, act of God, war, fire, tempest, accident or damage to machinery, or delay in obtaining or inability to obtain through scarcity materials or for any other cause beyond our control we may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption of normal production or sale or cancel or vary the contract without compensation.
We warrant the goods to be free from defects in material and workmanship. Our liability under this warranty shall be limited to repairing or furnishing parts to replace any parts which within 12 months from the date of receipt thereof by the Buyer fail because of defective workmanship or material provided or furnished by ourselves. As a condition hereof-such defects must be brought to our attention for verification when first discovered and the material or parts alleged to be defective shall be returned to us if requested. We shall not be liable for transportation or installation charges, for expenses of the Buyer for repairs or replacements or for damages for delay or loss of use or other indirect, incidental or consequential damages of any kind. If inspection by ourselves does not disclose any defects in material or workmanship, our regular published rates will be charged as they apply. We may use improved designs of the parts to be replaced. This warranty does not apply to any material which has been repaired or altered outside our premises in any way so as in our judgement to affect its performance or reliability; or to any defect in any parts to misuse, negligence, accident or any cause other than normal and reasonable use nor shall it apply beyond their normal span of life to any materials whose normal span of life is shorter than the applicable period stated herein.
In addition to any right of lien to which we may by law be entitled we shell have a general lien on all goods of the Buyer in our possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer by us under the same or other contracts.
The Buyer shall inspect the goods immediately on delivery thereof. If the Buyer fails to give notice or report in accordance with this clause the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same at the time or times specified hereunder unless a written claim is received:
(i) By both us and the carrier within three days of delivery in respect of damage, delay or partial loss in transit.
(ii) By both us and the carrier within 28 days of despatch in respect of non-delivery.
(iii) By us within 28 days of delivery in respect of any other matter. Goods subject to any claim must be stored free of charge for our inspection.
12. Drawings and Originals
We accept no responsibility whatsoever for the accuracy of drawings, patterns, specification or other data supplied to the Buyer and in respect of which the Buyer shall have indicated their approval in writing. All drawings and other descriptive matter supplied by us are supplied in confidence and are subject to copyright protection and are not to be reproduced either in whole or in part without our prior written consent.
In the case of goods manufactured in accordance with the Buyer's designs, specifications or instructions the Buyer guarantees that such goods and/or process of manufacture thereof do not infringe any letters patent or privilege in the nature of letters patent or registered design and agrees to indemnify us against all liabilities, costs, claims and demands which we may incur by reason of the manufacture or sale of such goods.
Our rights shall not be affected or restricted by any indulgence or forbearance granted to the Buyer No waiver by us of any breach shall operate as a waiver of any later breach.
15. Export Licences
If any export licence or any Government authorisation is required for the manufacture or despatch of the goods the contract shall be subject to such licence or authorisation being granted and the Buyer shall indemnify us against any costs or liability if the same is not issued.
The rights and obligations of the parties and all the terms and conditions hereof shall be construed in accordance with English law, and subject to the non-exclusive jurisdiction of the English courts.