Terms & Conditions
- CONTRACTING PARTIES
The Contracting Parties shall be unless otherwise stipulated.
(a) These Conditions shall apply to all quotations made and all orders and contracts for the sale of goods accepted by the Seller. Any other terms, conditions, warranties or representations, whether made prior to collateral with or subsequent to the order of contracts are hereby excluded. Special or additional terms of the Purchaser contained in this order or otherwise shall be of no effect unless the same be separately brought to the Seller’s notice and express content thereto is given in the Seller’s written acceptance.
(b) None of the Seller’s servants or agents has authority orally to agree or to accept any variation of addition to any contract, and the same shall only be binding upon the Seller if contained in writing and signed on the Sellers behalf by a director or other duly authorised person. Contracts may be cancelled only with the Seller’s written consent and no terms which will indemnify the Seller for all loss including, but without limitation, loss of profit, costs, damage charges and expenses incurred by the Seller and as a result of cancellation.
Unless otherwise specified in the Seller’s tender all packing cases, skids, drums and other packing material must be returned to the Seller’s works at your expense and in good condition within three months from the date of receipt. If not so returned, they will be charged for.
- LIMITS OF CONTRACT
The Seller’s tender includes only such goods, accessories and work as are specified therein.
- DRAWINGS ETC.
All specifications, drawings and particulars of weights and dimensions submitted without tender are approximate only, and the descriptions and illustrations contained in the Seller’s catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract.
- OWNERSHIP OF SPECIAL TOOLS
Any dies or tools made or obtained specially for an order remain the Seller’s property, even when the buyer has been charged with part of the cost.
- LIABILITY FOR DELAY
The time, if any, given for delivery is an estimate only, and is to date from (a) despatch of the Seller’s written acceptance of order or (b) receipt by the Seller of all the necessary information to enable the Seller to put the work in hand, whichever is the latter. The Seller will not accept any liability whatsoever for damaged goods, cancellation of Contract or otherwise for failure to deliver within the time given.
- DETERMINATION OF CONTRACT
If the buyer shall default in or commit a breach of this contract or of any other of his obligations to the Seller of if any distress or execution be levied upon the buyers property or assets, or if the buyer shall make or offer to make any arrangement of composition with creditors, or commit any act of Bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him, or if the buyer shall be a Limited Company and any resolution or Petition to wind up such Company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a Receiver of such Company’s undertaking property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the Seller might otherwise make or exercise.
Unless otherwise specified in the Seller’s Quotation or Acceptance of Order, the price quoted includes delivery to buyer’s premises by any method of transport at the Seller’s option. Unless otherwise specified the Seller shall not be responsible for off-loading. Where a period is named for delivery, and such period is not extended by mutual consent in writing or under the provision of Clause 14 thereof, the Buyer shall take delivery within that period. All deliveries quoted by Seller to Buyer are approximate and made in good faith. The Seller accepts no liability for failure to deliver part or total amount requested by the Buyer.
The weights shown on the Seller’s invoices shall be binding unless shortages are made known to the Seller in writing within 3 days of receipt by the Buyer.
- CLAIMS FOR DAMAGE, SHORTAGE OR LOSS
No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to Carrier concerned and to the Seller within three days of receipt of goods followed by a complete claim in writing within five days of receipt of goods, and in the case of loss of goods.
- GOODS SOLD F.O.B.
Where goods are sold F.O.B. the Seller’s responsibility shall cease immediately the goods are placed on board ship.
- DEFECTS AFTER DELIVERY
The Seller’s liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods and save as provided in this clause the Seller shall not be under any liability, whether in contract, tort or otherwise in respect of defects in goods delivered or for any injury, damage or consequential loss resulting from such defects or from any work done in connection herewith. Nothing in this condition shall affect any liability the Seller may incur for personal injury caused by the Seller’s negligence as defined by Section 1 of the Unfair Contract Terms Act 1977.
- FORCE MAJEURE
Should the Seller be delayed in or prevented from making delivery or performing any of its obligations under the Contract owing to an Act of God, War, Civil Disturbance, Requisitioning, Government or Parliamentary Restriction or Enactment of any kind, Import and Export restrictions, Strikes, Lockouts, Trade Dispute, difficulty in obtaining workmen or materials or non-availability of fuel or energy breakdown of machinery, fire, accident or any other cause whatsoever beyond the Seller’s control, the Seller shall be at liberty to cancel or suspend the Contract or delay delivery or to reduce the amount delivered without incurring any liability for any loss or damage resulting therefrom.
If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Seller upon, in relation to, or in connection with the contract or other, either may give to the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to the arbitration of a period to be mutually agreed upon or failing agreement within 14 days of receipt of such notice of some person appointed by the President for the time being of the Law Society.
- RAW MATERIALS
Contracts and orders are accepted subject to the Seller receiving any necessary Licence to purchase or to use the required raw materials, and to the Seller being able to obtain such raw materials.
A. The price quoted by the Seller in the Seller’s quotation and stated in the Seller’s Acceptance of Order includes the following elements:-
(a) The appropriate Seller’s copper price (currently LME mid-day cash settlement price for copper wire bars within eight weeks) at the date of booking (“the copper price”).
(b) The cost of providing the goods, other than the cost of copper (“the ex copper price” )
B. In Respect of the Ex Copper Price:-
(a) Where the estimated delivery date in the Seller’s Acceptance of Order is within 28 days of the date thereof and delivery is made by that date the ex copper price shall remain firm.
(b) Where the estimated delivery date in the Seller’s Acceptance of Order is in excess of 28 days from the date of where the estimated delivery date is extended at the request of the Buyer of for any such reasons beyond the Seller’s control to a date in excess of 28 days from the date of the Seller’s Acceptance of Order the ex copper date price will be subject to adjustment for such reduction or increase as may be applicable at the date of despatch of the goods and of each consignment thereof in consequence of variations in costs other than the cost of copper (such adjusted price being herein after referred to as “the actual ex copper price”) and the price of the goods shall be adjusted to take account of the actual ex copper price.
(c) Where there is a dispute between the Buyer and the Seller as to the actual ex copper price the certificate of the Seller’s auditor’s as to the actual ex copper price shall be conclusive there of between the Buyer and the Seller and the amount certified in the auditor’s Certificate shall be the actual ex copper price.
C. Where the goods or any part thereof have not been despatched within 180 days of the date of booking the copper by reason of the estimated delivery date in the Acceptance of Order or any extended delivery date requested by the Buyer being in access of 180 days from the date of booking the Copper the Buyer shall, in respect of these goods, immediately on the expiration of the said 180 day period pay on account the price stated in the Seller’s Acceptance of Order including the copper price and ex copper price set out therein together with the surcharges imposed under sub-paragraph B.(a) above and subject to the payment on despatch of the difference between the actual ex copper price and the ex copper price in accordance with the sub-para graph B.(b) above.
- RISK AND OWNERSHIP
(a) The risk in the goods shall remain with the Seller until, paid for in full and shall then pass to the Buyer at the point of delivery.
(b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
(c) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(d) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
(e) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
- TERMS OF PAYMENT
(a) Unless otherwise stipulated in writing in the Seller’s Acceptance of Order payment is due in full on the last day of the calendar month following the calendar month in which the goods were despatched.
(b) Where the Order is to be or may be fulfilled in separate instalments deliveries or parts, payments for each such instalment delivery or part shall be made under sub-clause (a) hereof as if the same constituted a separate contract.
(c) Where the Buyer fails to comply punctually with the terms of payment the Seller shall be entitled to interest on any amount overdue at the annual rate of 4% above Lloyds Bank Plc Rate for the time being in force.
- TERMINATION AND PARTIAL DELIVERIES
In the event of the Purchaser for any reason whatsoever failing within one calendar month to effect any payment which may be due under the Contract with the Seller or if he commits any breach of the Contract or if he becomes insolvent or enters into a composition with or for the benefit of his creditors, or being a body corporate has a receiver appointed of its undertaking or assets or any part thereof, or save for the purpose of reconstruction or amalgamation, goes into liquidation, the Seller shall thereupon be entitled without prejudice to the Seller’s other rights, forthwith to terminate the Contract or any unfulfilled part thereof, or at the Seller’s option to make partial deliveries.
(a) The Seller shall not be liable for and the Purchaser shall indemnify and hold the Seller harmless against all claims by any person in tort or for infringement or alleged infringement of patents, trade marks, copyright, registered designs, or otherwise directly or indirectly in connection with goods manufactured by the Seller or with work done by the Seller on goods in accordance with the Purchaser’s specifications or with the siting or installation of goods.
(b) The Seller shall not be under any liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer. (c) The Buyer shall indemnify the Seller against any claims made in respect of the Consumer Protection Act(s).
- LEGAL CONSTRUCTION
The Contract shall in all respects be constructed and operate in conformity with English Law. If any of these Conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject, it shall be so void and unenforceable for that extent and no further.