Terms & Conditions of Sale
1. Contract Terms
Unless other terms and conditions are expressly accepted by the Seller by means of a specific written amendment hereto signed by the Seller or a director of the Seller the contract
will be on the terms and conditions set out below and overleaf ("the Contract Terms") to the exclusion to any other terms and conditions ( except those implied in favour of a seller
which are not inconsistent with the Contract Terms) whether or not the same or endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent
to the Buyer or the Seller. Any reference overleaf to the Buyer's order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered
with or referred to in such order, specification or like document will have effect to the exclusion or amendment of the Contract Terms.
2. Quotations
2.1 Any quotation is given on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer or effects delivery whichever
is earlier.
2.2 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at time prior to the Seller's acknowlegement of an order.
2.3 Any quotation is valid for a period of 30 days only from it's date provided that the Seller has not previously withdrawn it.
3. Delivery
3.1 The Seller will endeavour to deliver the goods to be supplied under the contract ("the Goods" which expression includes any of them or any part of them) within the time agreed
and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any
delay in the delivery of the Goods, nor unless such delay exceeds 30 days will any delay entitle the buyer to terminate or rescind the contract.
3.2 The Seller may make delivery by instalments.
3.3 The delivery will be made ex the Seller's works and the contract price is calculated on that basis unless the parties agree otherwise.
3.4 No claim for shortages will be considered unless the delivery paperwork is so marked at the time of delivery and the buyer confirms such complaint in writing within 7 days of
delivery. No claim for damage will be considered unless the Seller is advised in writing within 21 days of the date of the Seller's invoice. Any claim for damages, shortages or
non-delivery shall also be notified to the carriers by the Buyer in the manner and in the appropriate time limit prescribed by the carrier's terms and conditions.
3.5 In the event of failure by the Buyer to give appropriate notice or notices as specified in Clause 3.4, the Buyers' claim will be deemed to have been waived and will be absolutely
barred.
4. Blanket Orders
The following provisions will apply where the Seller supplies the Goods under a blanket order received from the Buyer:-
4.1 if the order is a scheduled order where the maximum quantity of goods required and the approximate dates (including the terminal date) on which the requirements will be called
off are specified, the whole order will be treated as a single contract upon the Contract Terms.
4.2 if the order in a non-scheduled order where the maximum quantity of Goods required or where the appropriate call off dates are not specified, each call off will be deemed to
conclude a separate contract upon the Contract Terms.
4.3 if the order in a non-scheduled order where the appropriate call off dates are not specified, the Seller may require the Buyer to accept delivery of the maximum quantity of
Goods required within twelve months of the date of the contract.
Without limiting the generality of any of the other Contract Terms the Seller will not be under any liability to the Buyer at the time of any call off by the Buyer the Seller is unable for
whatever reason to supply Goods in accordance with the Buyer's requirements.
5. Guarantee and Exclusions Clauses
5.1 Where the Seller is not the manufacturer of the Goods the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer.
5.2 In respect of all Goods manufactured by the Seller the Seller will honour the printed warranties relating to those goods and a copy of the warranty relating to the Goods is
attached to these conditions and is available on request. In respect of other goods where there are no printed warranties the Seller will free of charge within a period of 12
months from the date of despatch repair or at it's option replace any Goods which are proved to the reasonable satisfaction of the Seller to be defective in material or
workmanship provided that this obligation will not apply where:-
5.2.1 the Goods have been altered in any way whatsoever or have been subjected to misuse or unauthorised repair;
or
5.2.2 the Goods have been improperly installed (unless the Seller carried out such installation and connection); or
5.2.3 the Buyer has failed to observe any maintenance requirements relating to the Goods; or
5.2.4 the Buyer has failed to notify the Seller of any defect or suspected defect within 14 days of the same coming to the knowledge of the Buyer.
Any Goods replaced will belong to the Seller. Any repair or replacement Goods will be guaranteed on these terms for the unexpired portion of the twelve month period.
5.3 SAVE AS PROVIDED IN CLAUSE 5.2 THE SELLER WILL BE UNDER NO LIABILITY UNDER THE CONTRACT OF ANY INJURY, DEATH, LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE SELLER'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND THE SELLER HEREBY EXCLUDES ALL CONDITIONS, WARRANTIES AND STIPULATIONS EXPRESS OR
IMPLIED, STATUARY, CUSTOMARY OR OTHERWISE WHICH BUT FOR SUCH EXCLUSION WOULD OR MIGHT SUBSIST IN FAVOUR OF THE BUYER EXCEPT THAT
SUCH EXCLUSION WILL NOT APPLY TO:-
5.3.1 ANY IMPLIED CONDITION THAT THE SELLER HAS OR WILL HAVE THE RIGHT TO SELL THE GOODS WHEN THE PROPERTY IS TO PASS; OR
5.3.2 WHEN THE BUYER DEALS AS A CONSUMER (AS DEFINED IN SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977), ANY IMPLIED TERM RELATING
TO THE CONFORMITY OF THE GOODS WITH THEIR DESCRIPTION OR SAMPLE OR AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.4 IN NO CIRCUMSTANCES WILL THE SELLER OR IT'S EMPLOYEES, AGENTS OR SUB-CONTRACTORS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE SELLER'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE
CAUSED DIRECTLY OR INDIRECTLY BY ANY NEGLIGENCE OR OTHER TORTIOUS ACT OR BREACH OF STATUARY DUTY ON THE PART OF THE SELLER OR ON
THE PART OF ANY OF IT'S EMPLOYEES, AGENTS OR SUB-CONTRACTORS IN CONNECTION WITH OR ARISING OUT OF THE MANUFACTURE OR SUPPLY OF THE
GOODS OR IN CONNECTION WITH ANY STATEMENT GIVEN OR MADE (OR ADVICE NOT GIVEN OR MADE) BY OR ON BEHALF OF THE SELLER.
6. Risk
Notwithstanding any other Contract Term, risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer or its agent.
7. Property in the Goods
7.1 The property (both legal and equitable) in the Goods shall not pass to the Buyer until
7.1.1 the purchase price of the Goods has been paid in full; and
7.1.2 payment to the Seller of any sum which is at the date of the contract or may thereafter become due or owing from the Buyer to the Seller.
7.2 Until property in the Goods has passed to the Buyer or until delivery of the Goods to a third party pursuant to the permission given below, the Buyer will hold the Goods fiduciary
capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods.
7.3 Prior to the property of the Goods passing to the Buyer the Seller permits the Buyer to deliver the Goods to a third party pursuant to a bona fide and arms-length agreement
to re-sell the Goods but such liberty will cease upon the termination of the contract.
7.4 Where the Seller is unable to determine whether any goods are the Goods the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the
order in which they where invoiced to the Buyer.
7.5 7.5.1 The Seller may at any time after payment of the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop
the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter upon the Buyer's premises or other
premises where the Goods may be by it's employees or agents to take procession of the Goods and (if necessary) to dismantle the Goods from anything to which
they are attached.
7.5.2 If prior to the expiry of 7 days from the date when the Seller has taken possession of the Goods the Buyer pays all sums then due or owing to the Seller together with
the costs of re-taking possession of the Goods, the Seller will re-deliver the Goods to the Buyer at the Buyer's expense. If within the 7 day period the Buyer fail to pay
all sums then due or owing to the Seller, the Seller may re-sell the Goods and shall pay to the Buyer the balance of any sums received upon the re-sale of the Goods
after deducting all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Goods save that if the sums so received
by the Seller do not exceed all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Goods the Buyer will pay to
the Seller any shortfall.
7.6 If the Buyer sells the Goods before the property in them passes to the Buyer, the Buyer will hold the debt due to the Buyer resulting from the sale of the same in fiduciary
capacity and will promptly account to the Seller for the proceeds of any such re-sale and, prior to paying such proceeds to the Seller, the Buyer will hold the same in a fiduciary
capacity keeping the same separate from it's other monies. On receiving such proceeds the Seller will return to the Buyer any sum received in excess of the total of
all sums due or owing from the Buyer to the Seller at the date of receipt by the Seller of such proceeds of sale.
7.7 The Seller will have a right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed.
7.8 Nothing in the contract will constitute the Buyer the agent or the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party rights against the
Seller.
8. Price
8.1 The contract price is based on the costs of materials, labour, sub-contracts, transport, taxes, duties and currency exchange rates ruling at the date of the quotation. The Seller
reserves the right to amend the contract price to take account of any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause before delivery
of Goods.
8.2 Unless expressly stated otherwise all prices are exclusive of V.A.T. which shall be charged at the rate and in the manner prescribed by law from time to time.
9. Payment
9.1 9.1.1 Where no account has been agreed by the Seller the Goods will not be delivered until the Seller is paid the amount shown on the pro-forma invoice relating to the
Goods.
9.1.2 Where an account has been agreed the Seller may in its absolute discretion set and alter the Buyer's credit limit and the Seller reserves the right not to deliver the
Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer's credit limit.
9.1.3 When an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer's credit limit
the price will become payable upon delivery and payment will be made by the Buyer within 30 days of the date of the Seller's invoice otherwise agreed in writing.
9.2 Interest at an annual rate of 5% above National Westminster Bank plc Base Rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts
from the date of invoice until payment.
9.3 Notwithstanding any Contract Term allowing the Buyer credit payment shall become due and payable to the Seller immediately upon the termination of the contract.
9.4 Where the Buyer makes default under the contract or any other contract with the Seller in payment on the due date of any sum to the Seller, the Seller without liability may
postpone any delivery or may cancel the contract or any other contract between the Seller and the Buyer but without prejudice to any right or remedy which the Seller may have
against the Buyer in respect of such default.
9.5 The Seller will be entitled to payment for all instalments of Goods delivered to the Buyer whether under a blanket order or otherwise.
9.6 The Seller shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such
goods as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
10. Lien
The Seller will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Buyer a general lien on all goods (whether or not the property of
the Buyer) in the possession of the Seller for whatever purpose and whether worked upon or not and be entitled upon the expiration of not less than 14 days notice in writing to the
Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.
11. Cancellation
11.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the Contract, or part thereof, or fails to take delivery of any Goods at the time agreed (if any) or
if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify and keep indemnified
the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Goods including the cost of any material,
plant or tools used or intended to be used therefor and the cost of labour and other overheads including a percentage in respect of profit.
11.2 If the Seller is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods or if the supply of the Goods is prevented
or hindered by reason of any cause beyond the Seller's reasonable control which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include
governmental action, war, riot, commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any part thereof of the Seller, restraints or
delays affecting shipping or carriers, currency restrictions and Act of God, the Seller may cancel or suspend the contract by notice in writing to the Buyer so far as it relates to
Goods not then supplied or work not then done or extend the time of its performance by a period equivalent to that during which performance by the Seller has been prevented
by the circumstances hereinbefore referred to, in the case of any cancellation, suspension or extension by the Seller this will not give rise to any claims by the Buyer provided
that the Buyer shall remain liable to pay for Goods delivered prior to the date of such cancellation.
12. Storage
If the Buyer fails to take delivery of the Goods when they are ready for delivery the Seller may, at its option, either store them itself or have them stored by third parties on such terms
as the Seller may in its absolute discretion think fit. In any event the cost of storage will be borne by the Buyer and insofar as the storage is done by the Seller then such cost will be
the Seller's storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for
the Goods.
13. Specification or Design
13.1 Where the Goods are manufactured in accordance with information or drawings supplied by the Buyer or to his design or specification or where standard goods of the Seller
are altered in accordance with the Buyer's instructions:-
13.1.1 no guarantee or warranty is given by the Seller as to the practicability, efficiency, safety or otherwise of the Goods (this being without prejudice to any other of the
Contract Terms).
13.1.2 The Buyer will indemnify and keep the Seller indemnified against all liability incurred by the Seller as a result of:
13.1.2.1 such goods infringing any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright
or the provision of any statute, statutory instrument or regulation.
13.1.2.2 any impracticability, inefficiency or lack of safety or other defects in the Goods where such defect is due (whether in whole or in part) to faults or omissions
in such information, drawings, design, specification or instructions.
13.2 No variation in the specification or design of any Goods which in the reasonable opinion of the Seller does not affect the suitability of the Goods for the purpose for which they
are supplied by the Seller will constitute a breach of contract or impose upon the Seller any liability whatsoever.
13.3 The Seller will be under no liability whatsoever to the Buyer in respect of any loss damage or claim incurred by or made against the Buyer should any goods supplied by the
Seller infringe any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute
statutory instrument or regulation.
13.4 Unless otherwise agreed in writing all patterns, drawings, tools or other similar items produced or other property (whether intellectual property or not) owned or created by the
Seller will remain the property of the Seller and must not be used occupied by the Buyer.
13.5 Where it is agreed that ownership in any data, patterns, drawings, tools or other similar items is to pass to the Buyer property shall only pass when such items have been paid
for by the Buyer in full.
14. Promotional Material
No drawings, descriptive matter, weights, dimensions or shipping specifications issued by the Seller or the manufacturer of the Goods, nor the descriptions and illustrations contained
in the Seller's or manufacturer's catalogues, price lists or other promotional material will form part of the contract nor be regarded as a warranty or representation relating to the Goods.
15. Right of Re-sale
If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to re-sell the Goods or any of them to a third-party without giving notice to the Buyer
of the Seller's intention to re-sell.
16. Set-off
The Buyer will have no right of set-off, statutory or otherwise.
17. Termination
17.1 The Contract will terminate immediately upon the happening of any one or more of the following, namely, that the Buyer has had a bankruptcy order made against him or has
made an arrangement of composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a body
corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary
liquidation for the purpose only of reconstruction or amalgamation, or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part
thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Buyer or for the granting of an administrative order in respect of the Buyer
or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
17.2 The contract will terminate immediately upon service of written notice of termination by the Seller on the Buyer on the happening of any one or more of the following, namely
that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any
of its obligations or duties under the contract or any other contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986 or the Buyer has ceased to trade.
17.3 The Seller's rights contained in the clause headed "Property in the Goods" (but not the Buyer's rights) shall continue beyond the discharge of the parties primary obligations
under the contract consequent upon its termination.
17.4 The termination of the contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.
18. Export
Where the goods are to be exported to the Buyer:-
18.1 The Uniform Laws on International Sales Act 1967 shall not apply to this contract.
18.2 Payment will be made in Pounds Sterling in England or such other currency as may be agreed.
18.3 The Goods will be sold ex works unless otherwise agreed in writing.
19. General
19.1 The Seller will be entitled to assign sub-contract or sub-let the contract or any part thereof.
19.2 Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of its rights hereunder.
19.3 In relation to all obligations of the Buyer under the contract the time of performance is of the essence.
19.4 The legal construction of these clauses shall not be affected by their headings which are for convenience or reference only.
20. English Law
The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.
Unless other terms and conditions are expressly accepted by the Seller by means of a specific written amendment hereto signed by the Seller or a director of the Seller the contract
will be on the terms and conditions set out below and overleaf ("the Contract Terms") to the exclusion to any other terms and conditions ( except those implied in favour of a seller
which are not inconsistent with the Contract Terms) whether or not the same or endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent
to the Buyer or the Seller. Any reference overleaf to the Buyer's order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered
with or referred to in such order, specification or like document will have effect to the exclusion or amendment of the Contract Terms.
2. Quotations
2.1 Any quotation is given on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer or effects delivery whichever
is earlier.
2.2 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at time prior to the Seller's acknowlegement of an order.
2.3 Any quotation is valid for a period of 30 days only from it's date provided that the Seller has not previously withdrawn it.
3. Delivery
3.1 The Seller will endeavour to deliver the goods to be supplied under the contract ("the Goods" which expression includes any of them or any part of them) within the time agreed
and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any
delay in the delivery of the Goods, nor unless such delay exceeds 30 days will any delay entitle the buyer to terminate or rescind the contract.
3.2 The Seller may make delivery by instalments.
3.3 The delivery will be made ex the Seller's works and the contract price is calculated on that basis unless the parties agree otherwise.
3.4 No claim for shortages will be considered unless the delivery paperwork is so marked at the time of delivery and the buyer confirms such complaint in writing within 7 days of
delivery. No claim for damage will be considered unless the Seller is advised in writing within 21 days of the date of the Seller's invoice. Any claim for damages, shortages or
non-delivery shall also be notified to the carriers by the Buyer in the manner and in the appropriate time limit prescribed by the carrier's terms and conditions.
3.5 In the event of failure by the Buyer to give appropriate notice or notices as specified in Clause 3.4, the Buyers' claim will be deemed to have been waived and will be absolutely
barred.
4. Blanket Orders
The following provisions will apply where the Seller supplies the Goods under a blanket order received from the Buyer:-
4.1 if the order is a scheduled order where the maximum quantity of goods required and the approximate dates (including the terminal date) on which the requirements will be called
off are specified, the whole order will be treated as a single contract upon the Contract Terms.
4.2 if the order in a non-scheduled order where the maximum quantity of Goods required or where the appropriate call off dates are not specified, each call off will be deemed to
conclude a separate contract upon the Contract Terms.
4.3 if the order in a non-scheduled order where the appropriate call off dates are not specified, the Seller may require the Buyer to accept delivery of the maximum quantity of
Goods required within twelve months of the date of the contract.
Without limiting the generality of any of the other Contract Terms the Seller will not be under any liability to the Buyer at the time of any call off by the Buyer the Seller is unable for
whatever reason to supply Goods in accordance with the Buyer's requirements.
5. Guarantee and Exclusions Clauses
5.1 Where the Seller is not the manufacturer of the Goods the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer.
5.2 In respect of all Goods manufactured by the Seller the Seller will honour the printed warranties relating to those goods and a copy of the warranty relating to the Goods is
attached to these conditions and is available on request. In respect of other goods where there are no printed warranties the Seller will free of charge within a period of 12
months from the date of despatch repair or at it's option replace any Goods which are proved to the reasonable satisfaction of the Seller to be defective in material or
workmanship provided that this obligation will not apply where:-
5.2.1 the Goods have been altered in any way whatsoever or have been subjected to misuse or unauthorised repair;
or
5.2.2 the Goods have been improperly installed (unless the Seller carried out such installation and connection); or
5.2.3 the Buyer has failed to observe any maintenance requirements relating to the Goods; or
5.2.4 the Buyer has failed to notify the Seller of any defect or suspected defect within 14 days of the same coming to the knowledge of the Buyer.
Any Goods replaced will belong to the Seller. Any repair or replacement Goods will be guaranteed on these terms for the unexpired portion of the twelve month period.
5.3 SAVE AS PROVIDED IN CLAUSE 5.2 THE SELLER WILL BE UNDER NO LIABILITY UNDER THE CONTRACT OF ANY INJURY, DEATH, LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE SELLER'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND THE SELLER HEREBY EXCLUDES ALL CONDITIONS, WARRANTIES AND STIPULATIONS EXPRESS OR
IMPLIED, STATUARY, CUSTOMARY OR OTHERWISE WHICH BUT FOR SUCH EXCLUSION WOULD OR MIGHT SUBSIST IN FAVOUR OF THE BUYER EXCEPT THAT
SUCH EXCLUSION WILL NOT APPLY TO:-
5.3.1 ANY IMPLIED CONDITION THAT THE SELLER HAS OR WILL HAVE THE RIGHT TO SELL THE GOODS WHEN THE PROPERTY IS TO PASS; OR
5.3.2 WHEN THE BUYER DEALS AS A CONSUMER (AS DEFINED IN SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977), ANY IMPLIED TERM RELATING
TO THE CONFORMITY OF THE GOODS WITH THEIR DESCRIPTION OR SAMPLE OR AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.4 IN NO CIRCUMSTANCES WILL THE SELLER OR IT'S EMPLOYEES, AGENTS OR SUB-CONTRACTORS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE SELLER'S NEGLIGENCE) WHETHER CONSEQUENTIAL OR OTHERWISE
CAUSED DIRECTLY OR INDIRECTLY BY ANY NEGLIGENCE OR OTHER TORTIOUS ACT OR BREACH OF STATUARY DUTY ON THE PART OF THE SELLER OR ON
THE PART OF ANY OF IT'S EMPLOYEES, AGENTS OR SUB-CONTRACTORS IN CONNECTION WITH OR ARISING OUT OF THE MANUFACTURE OR SUPPLY OF THE
GOODS OR IN CONNECTION WITH ANY STATEMENT GIVEN OR MADE (OR ADVICE NOT GIVEN OR MADE) BY OR ON BEHALF OF THE SELLER.
6. Risk
Notwithstanding any other Contract Term, risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer or its agent.
7. Property in the Goods
7.1 The property (both legal and equitable) in the Goods shall not pass to the Buyer until
7.1.1 the purchase price of the Goods has been paid in full; and
7.1.2 payment to the Seller of any sum which is at the date of the contract or may thereafter become due or owing from the Buyer to the Seller.
7.2 Until property in the Goods has passed to the Buyer or until delivery of the Goods to a third party pursuant to the permission given below, the Buyer will hold the Goods fiduciary
capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods.
7.3 Prior to the property of the Goods passing to the Buyer the Seller permits the Buyer to deliver the Goods to a third party pursuant to a bona fide and arms-length agreement
to re-sell the Goods but such liberty will cease upon the termination of the contract.
7.4 Where the Seller is unable to determine whether any goods are the Goods the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the
order in which they where invoiced to the Buyer.
7.5 7.5.1 The Seller may at any time after payment of the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop
the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter upon the Buyer's premises or other
premises where the Goods may be by it's employees or agents to take procession of the Goods and (if necessary) to dismantle the Goods from anything to which
they are attached.
7.5.2 If prior to the expiry of 7 days from the date when the Seller has taken possession of the Goods the Buyer pays all sums then due or owing to the Seller together with
the costs of re-taking possession of the Goods, the Seller will re-deliver the Goods to the Buyer at the Buyer's expense. If within the 7 day period the Buyer fail to pay
all sums then due or owing to the Seller, the Seller may re-sell the Goods and shall pay to the Buyer the balance of any sums received upon the re-sale of the Goods
after deducting all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Goods save that if the sums so received
by the Seller do not exceed all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Goods the Buyer will pay to
the Seller any shortfall.
7.6 If the Buyer sells the Goods before the property in them passes to the Buyer, the Buyer will hold the debt due to the Buyer resulting from the sale of the same in fiduciary
capacity and will promptly account to the Seller for the proceeds of any such re-sale and, prior to paying such proceeds to the Seller, the Buyer will hold the same in a fiduciary
capacity keeping the same separate from it's other monies. On receiving such proceeds the Seller will return to the Buyer any sum received in excess of the total of
all sums due or owing from the Buyer to the Seller at the date of receipt by the Seller of such proceeds of sale.
7.7 The Seller will have a right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed.
7.8 Nothing in the contract will constitute the Buyer the agent or the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party rights against the
Seller.
8. Price
8.1 The contract price is based on the costs of materials, labour, sub-contracts, transport, taxes, duties and currency exchange rates ruling at the date of the quotation. The Seller
reserves the right to amend the contract price to take account of any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause before delivery
of Goods.
8.2 Unless expressly stated otherwise all prices are exclusive of V.A.T. which shall be charged at the rate and in the manner prescribed by law from time to time.
9. Payment
9.1 9.1.1 Where no account has been agreed by the Seller the Goods will not be delivered until the Seller is paid the amount shown on the pro-forma invoice relating to the
Goods.
9.1.2 Where an account has been agreed the Seller may in its absolute discretion set and alter the Buyer's credit limit and the Seller reserves the right not to deliver the
Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer's credit limit.
9.1.3 When an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer's credit limit
the price will become payable upon delivery and payment will be made by the Buyer within 30 days of the date of the Seller's invoice otherwise agreed in writing.
9.2 Interest at an annual rate of 5% above National Westminster Bank plc Base Rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts
from the date of invoice until payment.
9.3 Notwithstanding any Contract Term allowing the Buyer credit payment shall become due and payable to the Seller immediately upon the termination of the contract.
9.4 Where the Buyer makes default under the contract or any other contract with the Seller in payment on the due date of any sum to the Seller, the Seller without liability may
postpone any delivery or may cancel the contract or any other contract between the Seller and the Buyer but without prejudice to any right or remedy which the Seller may have
against the Buyer in respect of such default.
9.5 The Seller will be entitled to payment for all instalments of Goods delivered to the Buyer whether under a blanket order or otherwise.
9.6 The Seller shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such
goods as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
10. Lien
The Seller will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Buyer a general lien on all goods (whether or not the property of
the Buyer) in the possession of the Seller for whatever purpose and whether worked upon or not and be entitled upon the expiration of not less than 14 days notice in writing to the
Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.
11. Cancellation
11.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the Contract, or part thereof, or fails to take delivery of any Goods at the time agreed (if any) or
if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify and keep indemnified
the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Goods including the cost of any material,
plant or tools used or intended to be used therefor and the cost of labour and other overheads including a percentage in respect of profit.
11.2 If the Seller is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods or if the supply of the Goods is prevented
or hindered by reason of any cause beyond the Seller's reasonable control which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include
governmental action, war, riot, commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any part thereof of the Seller, restraints or
delays affecting shipping or carriers, currency restrictions and Act of God, the Seller may cancel or suspend the contract by notice in writing to the Buyer so far as it relates to
Goods not then supplied or work not then done or extend the time of its performance by a period equivalent to that during which performance by the Seller has been prevented
by the circumstances hereinbefore referred to, in the case of any cancellation, suspension or extension by the Seller this will not give rise to any claims by the Buyer provided
that the Buyer shall remain liable to pay for Goods delivered prior to the date of such cancellation.
12. Storage
If the Buyer fails to take delivery of the Goods when they are ready for delivery the Seller may, at its option, either store them itself or have them stored by third parties on such terms
as the Seller may in its absolute discretion think fit. In any event the cost of storage will be borne by the Buyer and insofar as the storage is done by the Seller then such cost will be
the Seller's storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for
the Goods.
13. Specification or Design
13.1 Where the Goods are manufactured in accordance with information or drawings supplied by the Buyer or to his design or specification or where standard goods of the Seller
are altered in accordance with the Buyer's instructions:-
13.1.1 no guarantee or warranty is given by the Seller as to the practicability, efficiency, safety or otherwise of the Goods (this being without prejudice to any other of the
Contract Terms).
13.1.2 The Buyer will indemnify and keep the Seller indemnified against all liability incurred by the Seller as a result of:
13.1.2.1 such goods infringing any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright
or the provision of any statute, statutory instrument or regulation.
13.1.2.2 any impracticability, inefficiency or lack of safety or other defects in the Goods where such defect is due (whether in whole or in part) to faults or omissions
in such information, drawings, design, specification or instructions.
13.2 No variation in the specification or design of any Goods which in the reasonable opinion of the Seller does not affect the suitability of the Goods for the purpose for which they
are supplied by the Seller will constitute a breach of contract or impose upon the Seller any liability whatsoever.
13.3 The Seller will be under no liability whatsoever to the Buyer in respect of any loss damage or claim incurred by or made against the Buyer should any goods supplied by the
Seller infringe any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute
statutory instrument or regulation.
13.4 Unless otherwise agreed in writing all patterns, drawings, tools or other similar items produced or other property (whether intellectual property or not) owned or created by the
Seller will remain the property of the Seller and must not be used occupied by the Buyer.
13.5 Where it is agreed that ownership in any data, patterns, drawings, tools or other similar items is to pass to the Buyer property shall only pass when such items have been paid
for by the Buyer in full.
14. Promotional Material
No drawings, descriptive matter, weights, dimensions or shipping specifications issued by the Seller or the manufacturer of the Goods, nor the descriptions and illustrations contained
in the Seller's or manufacturer's catalogues, price lists or other promotional material will form part of the contract nor be regarded as a warranty or representation relating to the Goods.
15. Right of Re-sale
If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to re-sell the Goods or any of them to a third-party without giving notice to the Buyer
of the Seller's intention to re-sell.
16. Set-off
The Buyer will have no right of set-off, statutory or otherwise.
17. Termination
17.1 The Contract will terminate immediately upon the happening of any one or more of the following, namely, that the Buyer has had a bankruptcy order made against him or has
made an arrangement of composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a body
corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary
liquidation for the purpose only of reconstruction or amalgamation, or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part
thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Buyer or for the granting of an administrative order in respect of the Buyer
or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
17.2 The contract will terminate immediately upon service of written notice of termination by the Seller on the Buyer on the happening of any one or more of the following, namely
that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any
of its obligations or duties under the contract or any other contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986 or the Buyer has ceased to trade.
17.3 The Seller's rights contained in the clause headed "Property in the Goods" (but not the Buyer's rights) shall continue beyond the discharge of the parties primary obligations
under the contract consequent upon its termination.
17.4 The termination of the contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.
18. Export
Where the goods are to be exported to the Buyer:-
18.1 The Uniform Laws on International Sales Act 1967 shall not apply to this contract.
18.2 Payment will be made in Pounds Sterling in England or such other currency as may be agreed.
18.3 The Goods will be sold ex works unless otherwise agreed in writing.
19. General
19.1 The Seller will be entitled to assign sub-contract or sub-let the contract or any part thereof.
19.2 Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of its rights hereunder.
19.3 In relation to all obligations of the Buyer under the contract the time of performance is of the essence.
19.4 The legal construction of these clauses shall not be affected by their headings which are for convenience or reference only.
20. English Law
The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.
