Terms & Conditions

Definitions

1. "The Seller " shall mean the Company tendering the Quotation

"The Buyer” shall mean the person firm or Company to whom the Quotation is addressed

"Goods” shall mean the items specified in the Quotation and shall include services when specified,

"The Quotation” shall mean the terms as set out therein and shall include these Conditions

Acceptance

2. This Quotation is open for acceptance within 30 days from the date hereof and super-cedes any other conditions. The Contract shall be deemed made when the Buyer's written order is received by the Seller accepting the Quotation (without variation other than as permitted below). If the Buyer does not place and order within 30 days of the Quotation date then the Seller may withdraw or amend the Quotation

Variation

3. No variation of the Quotation (including these Conditions) shall be allowed unless such variation is specifically agreed in writing by the Seller prior to the receipt of the Buyer's order shall be deemed to be deleted. Any documentation purporting to add or vary the Quotation (including these Conditions) after the Contract is made shall be of no effect unless specifically agreed by both parties in writing and stated to be a variation or addition to the terms hereof.

Payment

4. (a) Unless otherwise stipulated 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 Contract is to be or may be fulfilled by separate instalments or deliveries than payment for each shall be invoiced and shall be separately du as in (a) above

(c) If the Buyer fails to punctually comply with the terms of payment the Seller shall be entitled to interest on any amount overdue at the rate of 2% per annum above the base lending rate of National Westminster Bank Plc from time to time applicable.

(d) Unless otherwise stated prices are exclusive of VAT

Further Orders

5. If further orders are places by the Buyer on the basis of this Quotation then the order shall not be deemed a binding contract unless and until it is accepted by the Seller in writing and all the conditions of the Quotation shall thereto unless specifically otherwise agreed in writing by the Seller. In particular if further or repeated orders are placed on the basis of the Quotation the Seller may increase the price to cover any increase in costs.

Carriage

6. The Seller shall be responsible for the Goods and any loss or damage thereto and insurance thereof up to the delivery point. Thereafter all risks pass to the Buyer who shall insure the Goods to their full value against loss or damage and maintain such insurance until the Seller has been paid.

Delivery

7. (a) The Seller shall deliver the Goods to the delivery point and the Buyer shall be deemed to have accepted delivery whether by the Buyer or its agents or independent contractor

or carrier on its behalf

(b) The Buyer or other person on its behalf shall sign such delivery note or acknowledgement as the Seller may require. Without prejudice to any other rights of the Seller should the Buyer for any reason fail to accept delivery of the Goods at the delivery point the Seller shall be entitled at the Buyers risk and expense to store and insure the Goods.

Delay

8. All times stated for despatch and delivery expressed in the Quotation are approximate only. The Seller shall use all reasonable endeavours to effect despatch within the stipulated period but shall be under no liability for any loss or damage to the Buyer or others arising directly or indirectly out of late despatch or delivery nor shall such late despatch or delivery be deemed to be a breach of contract on or entitle to cancel the Contract.

Inspection by Buyer

9. As soon as the Goods have arrived at the premises of the Buyer or of a third party or have arrived into storage (however temporary) the Buyer or its agents shall fully unpack and examine the Goods and must report to the Seller in writing within 3 working days of such arrival any defects which could reasonably be ascertained by such inspection.

Defects and Exclusion of Liability

10. (a) The Seller warrants that it will either replace or repair free of charge any of the Goods which are defective as a result of the Seller's workmanship or which fail to meet any

specification set out in the Quotation and shall pay the expense of delivery in connection therewith

(b) In reliance upon the expressed warranties and other obligations as may be contained herein the Buyer hereby agrees that all warranties and conditions implied by statute

under the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982 or any other enactment as to the fitness for purpose, conditions, merchantable quality in

respect of the Goods or packing are excluded.

(c) Without prejudice to the generality of the foregoing the Seller shall not be liable for:-

(1) Any consequential loss or damage suffered by the Buyer or third parties.

(2) Any damages in excess of the total price of the Contract.

(3) Any loss or damage against which it is customary in the trade for the Buyer to insure.

(d) Provided that nothing in the above sub-clauses is intended to reduce or limit the liability in respect of the Goods imposed by statute on the Seller arising out of death or injury to

persons and accordingly the above sub-clauses shall be applied and interpreted subject to the provision

Property in Goods

11. (a) The property in the Goods shall remain in the Seller until such time as the Seller has been paid in full for the goods and until all other outstanding accounts due from the Buyer to

the Seller have been paid in full.

(b) Sub-clause (a) above shall apply where the Goods are in storage or where they have been used in conjunction with other components but are in themselves materially

unchanged and are still identifiable and physically capable of severance.

(c) Whilst the Goods are being stored awaiting sale or further processing or where they have been processed but remain materially unchanged the Buyer shall label them or

otherwise keep them or shall maintain records in such manner as the Goods can be identified as having been supplied by the Seller.

(d) Notwithstanding the above sub-clauses the Buyer shall have power to sell the Goods but this power shall cease automatically and immediately if a receiver is appointed over

any of the assets or the undertaking of the Buyer or a liquidator is appointed or id a winding-up order is made against the Buyer or the Buyer goes into voluntary liquidation or

calls a meeting of or makes an arrangement or composition with creditors.

(e) Upon determination of the Buyer's power sale under the above provisions the Seller shall be entitled to enter upon any premises of the Buyer, or of a third party holding Goods on its behalf, to repossess and remove the Goods.

(f) If the Goods are sold by the Buyer, wither in the form as manufactured by the Seller or after conversion and use in the Buyer's processes, before the Seller has been paid, then

the Buyer shall pay the sale proceeds (up to the amount owed by the Buyer to the Seller for the Goods plus all other monies outstanding and due to the Seller) into a separate

bank account opened by the Buyer and nominated to be held on behalf of the Seller by name.

Tooling

12. (a) Unless otherwise stated in the Quotation the Buyer shall provide the tooling at its own cost or the Seller shall provide the tooling and charge the Buyer for the cost.

(b) If the Buyer requests that the cost of the tooling is added to the unit price of the Goods and spread or amortized over production then the Seller shall decide and stipulate the

production quantities of the Goods over which the Seller is prepared to amortize the cost. If after 2 years from the date of such stipulation the Buyer has not purchased the

stipulated quantity the Buyer shall on written demand pay the Seller for such proportion of the tooling costs not amortized.

(c) The Seller shall be responsible for the routine maintenance of the tooling but shall not be responsible for major overhauls or replacement. This shall be done by the Buyer or at its

cost

(d) Where the Buyer's tooling is held by the Seller and no order has been received for 3 years then the Seller may give written notice to the Buyer for the Buyer to collect the tooling

within 6 weeks and thereafter the Seller may dispose of the tooling as it deems fit.

(e) Where the Quotation provides for the cost of tooling to be split between the Seller and the Buyer in a fixed proportion, but 2 years elapse since the Buyer last placed an order,

then the Seller may by written notice require immediate payment of the unpaid proportion attributable to the Buyer and in the event of default the Seller may dispose of the

tooling 6 weeks thereafter.

(f) Where the Buyer supplies the tooling under the terms of the Quotation the Buyer must ensure that it is in good conditions, true to specification, and suitable for the Seller's

production methods and for the quantities required. Any alterations or repairs shall be done by, or at the cost of, the Buyer.

Packing

13. Unless otherwise stated in the Quotation packing cases, pallets, stillages and other packing materials will be paid for by the Buyer and will be charged by a separate account by the Seller will subsequently credit the Buyer in respect of any such items returned in good condition carriage paid to the seller.

Indemnity

14. The Seller shall not be liable for, and the Buyer shall indemnify and hold the Seller harmless against, all claims for infringement or alleged infringements of patents, trademarks, trade names, copyright, registered designs, or other property rights arising directly or indirectly in connection with the Goods or for any claims arising from the Buyer's specification or from the Buyer's instructions to the Seller whether express or implied.

Termination

15. In the event of the Buyer for any reason whatsoever failing within one calendar month to effect any payment which may be due or if a receiver is appointed over any of the assets or of the undertaking of the Buyer or a liquidator is appointed or if a winding-up order is made against the Buyer or if the Buyer goes into voluntary liquidation or calls a meeting of or makes an arrangement of composition with creditors then the Seller shall without prejudice to any other rights be entitled forthwith to terminate the Contract and the Buyer shall be responsible for the payment of all work done and services rendered to the date of termination regardless of whether the Buyer has received benefit.

Consignment

16. This contract cannot be assigned without written consent of both parties

Law of contract

17. The Contract and all matters arising there from shall be construed and take effect according to the Laws of England and further it is expressly agreed that English Courts shall have jurisdiction.

Under Construction.

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