Terms & Conditions
1. Confirmation of terms
- 1.1 No contract will arise until we have confirmed your order in writing, or, where no confirmation has been issued until delivery of goods.
- 1.2 Unless otherwise agreed by us in writing, these conditions will apply to the contract of any exclusion of any terms or conditions of yours, and in the event of any conflict of any inconsistency between these conditions and any other terms of the contract.
- 1.3 Where the placing of an order is not preceded by any previous written communications from us in relation to that order, you will deemed to have accepted these conditions, if after receipt of them, you do any act referable to the purchase of the goods under that order.
- 1.4 No person acting or purporting to act on our behalf has any authority to add to or vary any of the terms of the contract or to waive any of our rights under the contract, and no such addition, variation or waiver shall have any effect unless agreed by us in writing by one of our directors or our general manager.
- 2.1 The descriptions, specifications, drawings and other information contained in our catalogues, price lists, brochures, leaflets and any other sales or technical literature and advertisements are intended merely to present a general idea of the goods described therein and none of these will form part of the contract or give rise to any independent or collateral liability on our part. Except where the contract expressly includes agree detailed drawings and specifications, all descriptions, drawings, statements of weight and dimensions or other properties of the goods are approximate only.
- 3.1 Once accepted by us, your order cannot be cancelled, postponed or altered in any way by you except with our prior written consent and on such terms as we may then agree in writing signed by one of our directors or our general manager.
- 3.2 We may at any time withhold delivery of all or any goods or treat the contract as repudiated by your breach in respect of any of the goods not yet delivered to you if we have reason to believe that you may be unwilling or unable to pay us the price for the goods or any other sum due to us under the contract in full by the date due.
- 4.1 Unless otherwise agreed in writing the goods will be delivered to the address on your order. Where we supply direct to customers overseas, deliver shall be set out as per your order.
- 4.2 Although we will try to meet all agreed delivery dates, we cannot accept responsibility for any delay, however caused in meeting such date or failure to deliver by any specific method, and no such delay or failure will entitle you to cancel or otherwise terminate any provisions of the contract, time for deliver will not be of the essence.
- 4.3 In the event that you are unable or unwilling to accept delivery of any of the goods on or before the agreed delivery dates, we will arrange the storage and insurance of the goods concerned as we think appropriate at your expense. Where we ourselves provide such storage, we will be entitled to make reasonable charges to you. The appropriation or despatch or any of the goods for storage in accordance with this condition will be considered to constitute their delivery to you.
- 4.4 We may charge you for any additional cost or expense incurred by us as a result of any delay or difficulty in 0ff-loading the goods at your address because of circumstances outside our reasonable control.
- 4.5 We cannot accept any responsibility for the loss or deterioration of or damage to goods in transit unless it is noted on the driver’s copy of the delivery note at the time of delivery and reported fully in writing to us within three days from the date of delivery. Such responsibility will be in any event limited to the repair or replacement of the goods concerned. We therefore recommend that all goods should be carefully unpacked and examined immediately on their arrival.
- 4.6 If we are prevented from of hindered or delayed in delivering an of the goods through circumstances beyond our reasonable control including, but not limited to industrial disputes or shortages or unavailability of the goods from our normal sources of supply, we being entitled, without being under any liability to you whatsoever to delay or cancel the delivery of the goods concerned or to reduce the amounts of the goods delivered.
- 4.7 Unless the contract stated otherwise, we shall be entitled to make partial deliveries by instalments, in which case each instalment shall be constructed as constituting a separate contract to which these conditions (with any necessary alterations) shall apply.
5. Risk and Title
- 5.1 The risk of loss or deterioration of or damage to the goods will be borne by you from delivery (which will include collection by you) the property in the goods will not pass to you until you have paid us for them in full.
- 5.2 Until the property in the goods has passed to you, you hold them as our fiduciary and will store the goods in such a way as to indicate clearly that they remain our property.
- 5.3 Until the property in the goods has passed to you, you will have the authority (which may be revoked) as our agent to sell all or any part of the goods incorporate these in any products in the ordinary course of your business. The proceeds of sale thereof will be paid by you into a separate bank account in trust for us and kept separate from sums not held in trust for us. The right to recover such proceeds will also be held by you in trust for us.
- 5.4 Until the property in the goods passes to you, (a) if you have failed to pay any sums falling due hereunder or become insolvent, we shall have the right with our prior notice to you to retake possession of the goods, and for that purpose go into any premises occupied by you or storage facilities hired by you. (b) you will keep the goods free from and charge lien or other encumbrance.
- 5.5 You will ensure the goods against all risks for their full replacement value for our benefits form their delivery until the property in them passes to you, and you will on demand produce to us evidence of the existence and validity of such insurance.
- 5.6 Except as required or agreed by us, you will not in any circumstances return any of the goods to us. Where the property in any of the goods returned to us has passed you, such goods will nevertheless remain your property and at your risk unless we have otherwise in writing before their return.
- 5.7 The provisions of clauses 5.2 and 5.3 shall not apply to deliveries of the goods Scotland.
6. Price and Payment
- 6.1 Unless otherwise agreed, the price for the goods does not include value added tax (where applicable) or, in the case of export sales any other duties or taxes, nor the cost of delivery from our depot, which will be charged extra and will be payable at the same time as the price.
- 6.2 You shall not be entitled to make any deductions from the price of the goods in respect of any set-off or counter-claim unless we have expressly admitted both the validity and the amount thereof in writing.
- 6.3 We shall be entitled, at any time before delivery, to adjust the price of the goods or any other sum constituting an obligation on you under this contract whether before or after acceptance of the goods:-
- In the event of any increase howsoever arising in the cost to us of supplying the goods; or
- In the event of any error or omission on our part affecting the price of any other sum due by you hereunder.
- 6.4 Unless otherwise agreed in writing, payment of the price and any other sum due to us under the contract must be made in full on Nett Monthly Account.
- 6.5 If you fail to pay the price or any sum due to us under the contract by the due date, we will be entitled to charge you interest on the amount outstanding from the due date until payment is received at the rate of 2% per month for each month or part thereof, and we may appropriate any sums received from you first in satisfaction of any such interest to which we are then entitled.
7. Warranty and Liability
- 7.1 In the event that any of the goods prove to our satisfaction to be defective as a result of faulty materials or poor workmanship, we will, provided that we have been notified in writing of the defects within 30 days of the delivery of the goods concerned and that, if we so require, the goods are returned to us, at our option and expense either remedy the defects or replace the goods concerned and promptly return them to you. except as aforesaid, all conditions, warranties and representations, whether express or implied, statutory or other wise, in relation to the goods (other than such as relate to title to the goods) as excluded.
- 7.2 Save as expressly provided in clause 7.1 above and save where the absolute prohibition against exclusion and restriction of liability contained in section 2 (1) of the Unfair Contract Terms Act 1977 applies, we will not be liable for any loss or damage, however caused, whether direct or consequential, suffered or incurred by you or any third party in respect of the goods, and you will indemnify us fully against any claims made by third parties in relation thereto.
8. Deviations in Quantity
- 8.1 We shall have the right to supply up to 10% more or less then the quantity specified in our acknowledgement of order. Such deviations in quantity of goods delivered shall not entitle you to repudiate the contract, to reject the goods delivered (except insofar as they materially exceed the quantity contracted for) or to claim damages for breach of contract and you will be liable to pay for the goods delivered at the contract rate.
9. Infringement of Rights
- 9.1 You will indemnify against loss, damages, costs and expenses suffered by us or to which we may become liable as a result of any work done in accordance with your specification (s) which involves infringement or alleged infringement of any third party patent, registered design or other right in industrial property.
- 9.2 If you use or sell the goods in such manner as to infringe any such rights we shall not be responsible for such infringement and you agree to indemnify us from and against all liability arising therefrom.
10. Customer’s Materials
- 10.1 Where it is agreed that you will supply materials for the manufacture of or incorporation in or use with the goods to be manufactured by us:
- (a) Such supply shall be in quantities sufficient to allow for manufacturing losses;
- (b) You must satisfy yourself that such materials and the goods manufactured therefrom are of the correct specification, quality, dimensions, tolerances, efficiency, suitability and performance and we shall have not liability in respect thereof;
- (c) Delivery of the same shall be in such quantities and at such rates as will permit an uninterrupted process of manufacture by us;
- (d) The materials delivered by you shall be at your risk and we shall be under no liability whatsoever for any loss of or damage to such materials and/or any goods incorporating the same.
- 10.2 Where it is agreed that we shall use such materials in the manufacture of goods, you will indemnify us against all liability howsoever caused for any loss, damage or injury whether caused by you, your servants or agents or third parties by virtue of such materials, or the goods manufactured therefrom.
11. Tools and Moulds
- 11.1 The ownership and rights to possession of all moulds and tools used for the purpose of the manufacturing the goods shall at all times be vested in us whether or not you have paid or contributed to the cost of manufacturing such moulds or tools.
- 11.2 Where you have paid or contributed towards such cost, we will reserve such moulds and tools exclusively for the manufacture of goods for you until a period of six months has elapsed since the last delivery of any goods from us to you without the placing of any further order by you with us during such six months period.
- 11.3 The provisions of clause 9.1 above shall apply to moulds and tools made by us to your specifications, designs and drawings.
- 12.1 No waiver by us of any of our rights under the contract will be considered to constitute a general waiver of those or any other such rights.
- 12.2 The headings of these conditions are intended for convenience only and will in no way affect their construction.
- 12.3 The contract shall be governed by English law.
- 12.4 In relation to export sales, any dispute that may arise under or in relation to this agreement shall be determined by arbitration in Manchester under the Rules of Conciliation and Arbitration of the International Chamber of Commerce.