1. GENERAL: The acceptance of this document includes the acceptance if the following terms and conditions. In the event of customer’s official order forms containing special printed conditions, it is understood that such conditions are only binding in so far as they are not at variance with our terms and conditions.
2. LIMITS OF CONTRACT: The acceptance includes only such goods, accessories and work as specified herein.
3. DRAWINGS AND SPECIFICATIONS: All drawings and specifications, dimensions and weights provided by us are approximate unless otherwise stated.
4. PERFORMANCE: Any performance figures given by us are based upon our experience and are such as we expect to obtain on test. You assume responsibility for the capacity and performance of the goods being sufficient and suitable for your purpose.
5. DESPATCH: Any times quoted for despatch are to date from receipt by us of written order to proceed and of all necessary information to enable us to put the work in hand. Times of despatch are submitted without liability for delay however occasioned, but every effort will be made to maintain them. The seller shall be deemed to have delivered the goods when the goods are ready for collection at the Seller’s premises unless otherwise agreed in writing by the seller. The seller may, at its absolute discretion, make a reasonable storage charge for custody for all goods standing to the credit of the Buyer, or to the Buyer’s order. Such charge to include an amount for insurance of the goods whilst on the Seller’s premises.
6. DAMAGE OR LOSS IN TRANSIT: No claim for loss in transit will be entertained unless we are advised within 10 days from the invoice date. The Seller’s liability in the case of loss or damage in transit shall be limited to repairing or replacing the damaged, or as the case may be, the lost goods and the Seller shall not be under any other liability thereunder whatsoever, including indirect or consequential loss or loss of profit.
7. CANCELLATION: Orders cannot be cancelled except with our consent and on terms which will indemnify us against all loss. Where goods are imported specifically to an order and have been dispatched from the country of origin the cancellation charge will include the full purchase cost of the equipment to us, plus freight, duty and any other charges appertaining.
8. GUARANTEE: The conditions and warranties implied by the Sale of Goods Act 1979 shall apply. Subject to the following provisions and to the extent permitted by law, all other conditions, warranties or obligations whether express or implied by statute, common law or otherwise are excluded, and the remaining provisions of this condition shall apply in lieu thereof. The Seller shall not be liable for any indirect or consequential loss or loss of profit whatsoever and however arising. All apparatus is carefully examined and tested before leaving the works and is sent out in perfect order and condition. If any of the goods shall be found to be defective and such defects are reported by the buyer in writing to the seller within 12 months of the date of the invoice the Seller may, at its option, either rectify or replace the defective part of the goods at the place of the delivery and in the condition originally specified, or credit the buyer with corresponding proportion of the original invoice price but shall not be under any other liability in respect of either the original or any replacement goods. Defective goods must be redelivered to the Seller at the Buyers cost. In respect of goods supplied but not manufactured by the Seller, the Seller gives to the buyer only such guarantees and warranties (if any) as the Seller enjoys and can enforce in respect of the goods. The Seller shall be under no liability in respect of alleged defective goods unless. (1) The buyer gives to the Seller written notice, providing details of the defects, within the period mentioned above. (2) The buyer gives the Seller’s representative adequate opportunity to inspect the goods and remove samples for analysis. (3) The goods have not been processed and the buyer has used, kept, maintained the goods properly.
9. DOCUMENTATION: All descriptions, depiction’s and other particulars supplied by the Seller in catalogues, price lists or other data issued by the Seller, or statements made by word of mouth, are given for general information purposes only and the Buyer acknowledges that it is not entering into the contract in reliance thereupon.
10. PATENTS: We will indemnify you against any claim of infringement of Letters Patent or Registered Design (published at the date of the Contract/Order) by the use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in action for such infringement or for which you may become liable in any such action. PROVIDED always that this indemnity shall not apply to any infringement which is due to us having followed design or instructions furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us AND provided also that this indemnity is conditional on your giving to us the earliest possible notice of any claim being made or action threatened or brought against you and on you permitting us at your own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. You on your warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringement of Letters Patent, Registered Design or Trade Mark in the execution of your order.
11. PROPER LAW: The contract shall be deemed to have been made in England and shall be governed by and construed in accordance with English Law and both parties submit to the jurisdiction of English Courts.
12. PRICE & PAYMENT: Unless the Sale is specifically stated to be at a fixed price the Seller reserves the right by notice given at any time before delivery to vary the price if, after the date of the contract, there is an increase in the Seller’s total cost of raw materials or overheads arising from any cause beyond the Sellers Control. In case of such variation during the fulfilment of an order the undelivered portions of the order outstanding at the date of such change shall be subject to proportionate adjustment. Payment is due within 30 days net monthly and if any payment is not made on or before the date due for payment, The Seller reserves the right to charge interest at 2% per annum above the Yorkshire Bank Plc base rate from the due date for payment until the date payment is received by the Seller. Such interest shall run from day to day and shall accrue after as well as before any judgement and shall be compounded monthly on the amount overdue until payment thereof. The Seller shall, in respect of all unpaid debts from the Buyer, have a general lien on all goods and property of the Buyer (whether or not paid for), in the possession of the Seller and shall be entitled to dispose of such goods or property as it thinks fit and to apply the proceeds towards such debt. The price payable by the buyer is exclusive of Value Added Tax, and where appropriate, any other tax or duty relating to the manufacture, transport, export, import sale or delivery of the goods which shall be added to the price at the prevailing at the invoice date. Under no circumstances except with the Seller’s consent shall the Buyer withhold payment of any amount due to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to claim a right to set-off, claim or counterclaim in respect of the Seller’s obligations arising of matters other than the contract.
13. DISCOUNTS: Any Discount shown is only available provided payment is made and received by the due date. Non-compliance of our payment terms will result in the forfeiting of the discount.
14. SPECIAL CONTRACT PRICES: When special contract prices are agreed, we reserve the right to add 5% per month to the invoice price of any batch which is held on your instructions, or if payment is not made within the agreed period shown on the quotations.
15. RETENTION OF TITLE: The property in any goods delivered by the Seller to the Buyer shall remain the seller’s until such time as the buyer has paid in full for those goods and for any goods delivered by the Seller to the Buyer. The Buyer agrees to store or move all goods that are the property of the Seller in such a way that they are readily identifiable as such to insure the same for their value and to make a note in its accounting records that the goods are the property of the Seller.
16. DEFAULT: In case of default, the Buyer or his agent will allow the Seller or his agent to enter the premises where the goods are kept and remove the same. The buyer will be responsible to the Seller for all costs incurred in reclaiming the goods. A hire charge at the current rate will apply for the period of the goods that were in the possession of the Buyer.