Terms and Conditions

1.

GENERAL

 

Unless varied in writing and signed by our authorised representative all our contracts for the sale of goods or services are subject to the following terms of business to the exclusion of any terms which you may purport to apply under any purchase order, confirmation of order or any similar document.

2.

PRICE

2.1

The price shall be our quoted price and unless previously withdrawn our quotation is valid for the period stated therein or, when no such period is stated, for a period of 30 days from the date of the quotation.  The price is exclusive of value added tax (“VAT”) which shall be due at the rate ruling on the date of the VAT invoice.

2.2

We reserve the right to increase the price to reflect any increase in our costs due to any factor beyond our control (including, without limitation, currency fluctuation or alteration of taxes or duties, increase in the costs of manufacture or any delay caused by lack of sufficient information from you or the nature of your instructions).

2.3

The price for goods shall be on an ex works basis unless otherwise agreed, in writing, to deliver the goods when you will be liable for the costs of loading and unloading, transport, packaging and insurance.

3.

ACCEPTANCE

3.1

No written or verbal order submitted by you shall be deemed to be accepted by us until confirmed in writing by our authorised representative.

3.2

You will be responsible for ensuring the accuracy of the order (including any specification) and for giving us any necessary information within a sufficient time to enable us to perform the contract.

3.3

If the goods are manufacture to your specification you will indemnify us against any loss, damages, costs and expenses incurred by us in connection with any claim for infringement of any intellectual property rights of any other person or breach of health and safety regulations which result from our use or reliance upon your specification.

3.4

We reserve the right to make any changes in the specification of the goods which are required by applicable safety or statutory requirements or otherwise do not materially affect their quality or performance.

3.5

Save as set out in clause 2.2 above no order which has been accepted by us may be cancelled by you except with our agreement in writing and on such terms as we may specify.

4.

PERFORMANCE

 

We do not accept liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them in writing and subject to any tolerances specified or agreed to by us.  In that event our liability is limited to a maximum of the contract price.

5.

DELIVERY OF GOODS AND SERVICES

5.1

Delivery of the goods shall be made by you collecting the goods from our premises at any time after we have notified you that they are ready for collection or, if some other place for delivery is agreed by us, by our delivery of the goods to that place.

5.2

Any dates quoted for production, despatch or delivery of the goods or performance of the services are estimates only and we shall not be liable for any delay beyond our reasonable control.  If delivery of the goods does not take place within 3 months of the estimated delivery date you may cancel the contract and any deposit paid will be returned subject to deduction of our reasonable administrative charges.  We shall have no further liability to you.

5.3

Where delivery is by installment each delivery shall constitute a separate contract and we reserve the right to issue any invoice for payment in respect of each installment.  However failure by us to deliver any installment does not entitle you to treat the contract as a whole as repudiated.

5.4

If you fail to take delivery of the goods, fail to give us adequate delivery instructions before the time state for delivery or fail to make timely provision for necessary facilities for the provision of service we may:

 

5.4.1

store the goods until actual delivery and charge you for the reasonable costs of storage including insurance; or

 

5.4.2

sell the goods at the best price reasonably obtainable; or

 

5.4.3

in the case of services charge you for the lost productive time of our representatives

6.

LOSS OR DAMAGE IN TRANSIT

 

When the price quoted includes delivery other than at our works, we will repair or at our option replace free of charge goods lost or damaged in transit provided that we are given notice of such loss or damage in writing within 7 days of delivery as appropriate.  You must hold the goods for inspection to enable a claim to be made on the carrier.

7.

RETENTION OF TITLE

 

The goods shall be at your risk as from delivery but title will not pass until you have paid the price in full and no other sums whatever are due from you.  We shall be entitled to record the price plus VAT and any interest due even if title has not passed.

8.

THIRD PARTY RIGHTS

 

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of it provisions.

9.

TERMS OF PAYMENT

9.1

We are entitled to invoice you for the price of goods or services at any time after we have notified you that the goods are ready for collection or (as the case may be) we have tendered the goods for delivery or in the case of services upon completion of the whole or the relevant part of the services specified in the contract.

9.2

You will pay the price of the goods or services within 30 days of the date of our invoice without any deduction or set off unless otherwise agreed in writing by us.

9.3

In the case of late payment we shall be entitled to:

 

9.3.1

cancel the contract or suspend deliveries to you and

 

9.3.2

charge you interest (both before and after any judgement) on the amount unpaid at the rate of 4% per annum above the HSBC plc base rate current at the time.

10.

LIABILITY

10.1

Subject as set out below we warrant that the goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 6 months or 1000 hours whichever comes first PROVIDED THAT this warranty does not extend to parts, materials or equipment not supplied by us or to refurbished parts.  In the case of refurbished parts a warranty period of 3 months or 500 hours applies.

10.2

Notwithstanding clause 10.1 above we shall be under no liability:

 

10.2.1

in respect of any defect in the goods arising from any drawing, design or specification supplied by you

 

10.2.2

in respect of any defect arising from fair wear and tear, wilful damage, your negligence, abnormal working conditions, misuse or any alteration not approved by us.

 

10.2.3

if the total price for the goods has not been paid by the due date for payment.

10.3

Save as expressly provided in these terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.4

You must notify us within 7 days of delivery of any defect in the goods.  Otherwise you will not be permitted to reject the goods and we shall have no liability for such defect and you will be bound to make payment of the price as if the goods had been delivered in accordance with the contract.

10.5

If you make a claim for any defect in the goods within the requisite period we shall be entitled to replace the goods (or the part in question) free of charge or, at our sole discretion, refund the price or a proportionate part as appropriate to you without incurring any further liability to you.

10.6

We shall not, in any circumstances, be liable to you in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses incurred or suffered by you of any indirect or consequential nature including, without limitation, any economic loss or other loss of turnover, profits, business or goodwill or any damages, costs or expenses payable to any third party whether such damages were reasonably foreseeable or actually foreseen.

10.7

If we, our agents or sub-contractors are on site for the purposes of the contract, we will indemnify you against direct damage, death or personal injury to your property, you or your employees to the extent caused by the negligence of ourselves, our agents or sub-contractors, but not otherwise, by making good such damage to property or compensating for death or personal injury PROVIDED THAT our liability for damage to your property shall be limited to a maximum of £1,000,000 or the contract price whichever is the greater.

10.8

We shall not be liable to you for any failure or delay in performance of this contract which is caused by circumstances beyond our reasonable control including, without limitation, strikes, lock-outs, or other industrial action or difficulties in obtaining raw material, labour, fuel, parts or machinery.  If the contract cannot be performed within 3 months of its date then it may be terminated by the expiry of 7 days written notice by either party.

11.

SERVICES – YOUR OBLIGATIONS

11.1

You must ensure that such facilities as are necessary are made available to our representative(s) and comply with any applicable health and safety regulations and that your employees and independent contractors co-operate reasonably.

11.2

You will indemnify us in respect of any damages, loss or expenses incurred by us in respect of death, injury or damage caused to our representatives or their property whilst performing services at your premises caused by the negligence of or breach of contract or statutory duty by you, your employees or independent contractors.

12.

INSOLVENCY

 

We may terminate this agreement if you cease to trade or appear unable to meet your debts as they fall due or:

  1. being a company, convene any meetings of creditors, or pass a resolution or suffer a petition for winding up or have an administrative receiver or receiver appointed over the whole or any part of your assets or suffer the appointment of any administrator or enter into a company voluntary arrangement, or

  2. being an individual, have a bankruptcy order made against you or compound with your creditors or come to any arrangements with your creditors

and shall have no further liability to you and may record any goods already delivery and not paid for.

13.

PROPER LAW AND JURISDICTION

13.1

The validity construction and performance of this contract shall be governed by English law.

13.2

Unless both you and we agree to the contrary if any dispute or difference shall arise between us as to the meaning of this contract or in connection with this contract then either of us following notice to the other in writing may refer to it to the determination of an arbitrator to be appointed by mutual agreement or failing such agreement within 21 days of the date of the notice appointed by the President for the time being of the Chartered Institute of Arbitrators.

Issued July 2005

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