General Terms and Conditions
(Subject to which all work is undertaken)
All orders whether written or verbal which are accepted by us are subject to the following terms and conditions except in so far as any term or condition shall have been expressly varied by us in writing.
2. QUOTATION AND CONTRACT
A quotation by the Company does not constitute an offer and may be revised or withdrawn at any time prior to the Company’s acceptance of the Customer’s order which shall constitute the offer.
The Customer’s order whether verbal or written shall not be deemed to have been accepted by the Company until written acceptance has been issued by the Company. Accepted orders are binding and may not be amended without the Company’s consent.
The Company’s acceptance of the Customer’s order shall be conditional upon approval of the Customer’s credit. Where such approval has not been given payment will be required on a pro-forma basis.
Where an order is tendered pursuant to a quotation by the Company and the order is confirmed by the Company the goods supplied against the order will accord with the details contained in the quotation in respect of materials to be used, the form of supply and any other terms of sale specified therein unless these shall have been varied by agreement in writing.
4. PATTERNS AND DIES
Where quotations include part cost for tooling the property in the patterns and dies shall remain at all times in the Company unless otherwise agreed in writing in which event they should become the property of the Customer when payment in respect thereof has been made.
Where no allowance is made for part cost of tooling and the Company accepts an order based on the Customer supplying patterns or dies it shall be the Customer’s responsibility to ensure that such patterns or dies are true to drawing and suitable for the order to which they relate having regard to the Company’s production methods and the production of the goods in the quantities and to the dimensions required. The Company accepts no responsibility for any damage or loss resulting in the Customer’s failure to ensure that such patterns or dies are adequate in any respect for the order to which they are supplied.
The Customer shall be responsible for the cost of the replacement patterns or dies necessitated by the normal wear and tear of production.
All prices are net. Quotations cover only the work or items specified therein and all additions, alterations, waiting time and any additional cost due to modifying instructions will be charged to the customers at prices ruling at the date when the work done in pursuant of such instructions is carried out. If a price is quoted on the basis of a sample or previous job the Company reserves the right to vary the price if the work is found to be more expensive pro rata than the sample or previous job. In the absence of any written agreement or arrangement to the contrary all quotations are subject to amendment on account of fluctuating costs of wages and materials. In the event of any rise or fall in the cost of labour or materials between the date of such quotation and completion of the specified work or delivery of the specified goods we reserve the right to increase or decrease the quoted price accordingly.
Payment of invoices shall be made in full without deductions or set off not later than the end of the following month after the invoice date unless otherwise stated on the acceptance of order. Time shall be of the essence in relation to payment.
Any extension of credit to the Customer may be withdrawn or altered at any time.
Interest shall be payable at the option of the Company on overdue accounts at an annual rate of 4% above Bank Base Rate to run from the due date for payment thereof until receipt of the Company of the full amount whether or not after judgement.
7. DELIVERY AND CARRIAGE
While reasonable efforts will be made to make delivery dates mentioned in any quotation, acceptance of order or elsewhere such dates are approximate only and not contractual effect. In those circumstances shall the Company have any liability for failure to deliver on a particular date or dates.
Unless otherwise expressly agreed the Company may effect delivery in one or more instalments and where delivery is effected by instalments such instalments shall be treated as a separate contract.
Delivery shall be at the Company’s premises unless otherwise stipulated or agreed by the Company in writing. Where delivery is to be effected otherwise than at the Company’s premises to a location in its normal delivery area no additional charge will be made by the Company provided delivery is effected by the Company’s normal means of distribution in its own vehicles. Where delivery is effected elsewhere or by any other means of distribution a charge for delivery will be made.
If the Customer refuses or fails to take delivery of goods tendered in accordance with the contract the Company shall be entitled to immediate payment in full for the goods so tendered. All storage and transit and incidental costs incurred by the Company as a result of such refusal or failure shall be for the Customer’s account.
The Company does not accept responsibility for any damage to or shortage or loss of goods in transit and Customers are therefore strongly recommended to arrange insurance cover for carriage and delivery to and from the Company’s works.
8. CUSTOMERS PROPERTY
Whilst every reasonable care will be taken of Customer’s property in our works and precautions will be taken to prevent loss or damage acceptance of Customer’s property will be at the Customer’s risk at all times and the Customer must bear any loss of or damage to such property however caused. Customers are therefore strongly recommended to make sure that their property is adequately insured against all risks whilst at our works.
Risk in the goods shall pass the Customers on delivery.
Goods will be packed without additional charge at the discretion of the Company either in cartons or returnable cases. A charge in respect of the returnable cases will be invoiced unless returned to the Company carriage paid within one month of delivery of the goods to the Customer.
11. TITLE RESERVATION
Title of the goods shall not pass to the Customer until payment in full of the price thereof. Until such payment the Customer shall have possession of the goods as bailee for the Company and shall ensure that the goods are stored in such a way as to enable them to be identified as the property of the Company. The Customer shall arrange for such goods to be fully insured in an amount of not less than the price of the goods and for the Company’s interest to be noted on the policy.
The Company reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to the Company’s other rights.
12. THIRD PARTY RIGHTS
The Customer shall indemnify the Company against any and all liabilities claims and costs incurred by or made against the Company as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Customer involving any infringement or alleged infringement of any rights of any third party.
The Company’s liability to the Customer in the event of goods infringing or being alleged to infringe the rights of any third party shall be subject to the limits specified in Condition 17 hereof. In the event that goods are or may be the subject of patent copyright, trade mark or other third party rights the Company shall be obliged to transfer to the Customer any such title as the Company may have.
All drawings, designs, dimensions and specifications provided to the Customer are approximate only and intended merely to present a general idea of the goods described therein and the Company shall have no liability in respect of any deviation therefrom. The Company is continually seeking to improve upon the goods and therefore reserves the right without notice and without affecting the validity of or incurring liability under this contract to make such changes of detail in material and dimensions specifications and designs as it considers desirable. The Company accepts no responsibility for any errors or omissions or other defects in any drawings, designs or specification and catalogues not prepared by the Company and the Company shall be indemnified by the Customer against any and all liabilities and expenses incurred by the Company arising therefrom.
Goods supplied and work done by us will conform to samples and specifications to the extent that is customary in the trade but we do not guarantee suitability of such goods or work for any specific purposes even if that purpose is known to us and all conditions and warranties, express or implied, or fitness for any purpose are excluded.
15. FORCE MAJEURE
The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control included but not limited to Act of God or riot, strike, lock out, trade dispute or labour disturbance, accident, breakdown of plant machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, material or transport or other circumstances affecting the supply of goods or of raw materials thereof by the Company’s normal source of supply or the manufacture of the goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means of delivery.
If a limited quantity of goods is available to the Company by reason of such circumstances or events the Company may apportion the available quantity between its Customers at its entire discretion.
The Company shall have the right to exercise a general lien upon any property of the Customer whilst at its works until such time as any monies due to the Company from the Customer in respect of the work done or in process or cost incurred by the Company in relation to the Customer shall have been paid. In the event of the Customer making default in payment of any sums due to the Company under any order the Company may further by giving notice in writing to the Customer suspend further deliveries until the default is made good or cancel the order in so far as it has not been fulfilled. The Customer shall not be entitled to any compensation in respect by the Company or its lien or its rights of suspension or cancellation but the exercise by the Company of its rights hereunder shall be without prejudice to any further claim or action to which the Company may be entitled at law or by statute.
17. LIABILITY AND WARRANTY
The Company shall not be liable to the Customer:-
for shortage in quantity delivered unless the Customer notifies the Company of any claim for short delivery within 2 days of receipt of the goods.
For damage or loss of the goods or any part thereof in transit (where the goods are carried by the Company’s own transport or by the carrier on behalf of the Company) unless the Customer shall notify the Company of any such claim within 10 days of receipt of the goods or receipt of the Company’s advice of consignment whichever shall be the earlier.
For defect in the goods caused by an any act, neglect or default of the Customer or of any third party.
For other defects in the goods unless notified to the Company within 2 days of receipt of the goods by the Customer.
The Company may at its option make good any shortage or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective.
The Company’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price invoiced to the Customer in respect of any occurrence or series of occurrences.
Subject to the foregoing all conditions, warranties and representations express or implied by statue, common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company.
18. INSOLVENCY AND DEFAULT
If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a Company) an order is made or a resolution is passed for the winding up of the Customer (otherwise known for the purposes of amalgamation or reconstruction) or if a receiver is appointed of any of the Customers assets or undertakings or if the circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the Customer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Company and the Customer the Company may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the buyer under Condition 11 hereof and/or by notice in writing to the Customer determine the contract.
19. EXPORT SALES
Notwithstanding the provisions of Conditions 6,7 and 9 hereof:-
In any case where the goods are sold CIF or FOC or on the basis of other international trade term in the meaning of such term contained in Incoterms (1980) as revised from time to time shall apply except where inconsistent with any other provisions contained in these conditions in which case these conditions shall prevail.
Unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit satisfactory to the Company established by the Customer in favour of the Company and confirmed by a United Kingdom Bank acceptable to the Company immediately upon receipt of the Company’s acceptance order. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Customer and shall be valid for at least 6 months or such longer period as shall have been estimated by the Company for delivery. The Company shall be entitled to payment on presentation to such United Kingdom Bank of the document specified by the Company or as herein stipulated.
Should the Customer fail when requested by the Company and within the time specified by the Company to take any action necessary on its part for delivery and/or shipment of the goods then:-
the Company shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Customer.
the price shall become immediately payable.
if payment is secured by letter of credit the Company shall be entitled to payment on presentation of the copy sales invoice and the warehouse receipt and
the Company shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such a manner as the Company may determine without accounting to the Customer therefore.
Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Company shall not be required to give the Customer the notice specified in Section 32(3) of that Act.
Whilst we make every endeavour to meet our Customers with regard to cancellations we reserve the right to refuse to accept the cancellation of any order or part thereof after acceptance by us.
21. MULTIPLE MOULDS
Where castings are produced on a yield from a multiple mould an order will be regarded as completed if it is within 5% of the stipulated production figure.
22. DEFECTIVE CASTINGS OR MOULDINGS
The Company accepts no responsibility for defective castings or materials unless the defect is notified to the Company within 3 months of the date of despatch of the castings or mould materials. In the event of these proving to be defective or faulty credit will be given for the value of the materials concerned and replacement or repaired castings will be re-invoiced.
Any special tests required by the Customer will be charged separately.
Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights nor operate so as to bar the exercise or enforcement at any time or times thereafter.
Any notice hereunder shall be deemed to have been duly given if sent by pre-paid first class post, fax or email to the party concerned at his last known address. Notices sent by first class post shall be deemed to have been given 4 days after despatch and notices sent by fax or email shall be deemed to have been given on the date of despatch.
The contract shall in all respects be governed by an construed in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English Courts.
25. SUITABILITY OF GOODS
It shall be the responsibility of the Customer to ensure that the goods shall be suitable for the particular application and for use under the particular conditions for which they are purchased. Product information and publicity materials supplied by the Company or the Company’s supplier which indicates the suitability of the goods for particular applications is intended for general guidance only. Suitability may be dependant upon operating and other conditions of which the Company has no control.
26. DATA PROTECTION ACT 1998
We may transfer information about you to our financier, who:
may use, analyse and assess information about you, including the nature of your transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us:
from time to time, may make searches of your record at credit reference agencies where our record with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches;
may give information about you and your indebtedness to the following:
our or their insurers for underwriting and claims purposes;
any guarantor or indemnifier of your or our obligations to enable them to assess such obligations
their bankers or any advisors acting on their behalf
any business to whom your indebtedness or our arrangements with our financiers may be transferred – to facilitate such transfer;
may monitor and/or record any phone calls you may have with them, for training and/or security purposes;
in the event that they transfer all or any of their rights and obligations under their agreement with us to a third party, may transfer information about you to enable the third party to enforce their rights or comply with the obligations.
We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may give information about you. You also have the right to receive a copy of certain information they hold about you if you apply to them in writing. However a fee will be payable.