Formalities of Contract
All contracts between us shall be subject to the following conditions of sale which shall constitute all the terms of the contract between us. Unless expressly agreed in writing by us these conditions shall override any standard or other terms or conditions stipulated. Incorporated or referred to by the Buyer whether in the order or in any negotiations or elsewhere and any orders placed by the Buyer shall be deemed to be an order on the terms and conditions hereof. No variation or waiver of or addition to these conditions shall be effective unless confirmed in writing by one of our Directors.
Quotations and Invitation for an order
All our quotations and information supplied to purchaser accompanied by drawings, designs, prototypes and other data are not binding upon us until expressly confirmed by us in writing. We reserve title and/or copyright for all our drawings, designs, prototypes and other information as our property and they are returnable to us at our request and can be in no circumstances without our previous written consent be supplied to any third party and must be treated by purchaser as confidential information. We reserve the right to make any production changes in our designs prior to delivery.
Prices
Our prices are quoted net ex-works excluding costs of packaging, freight or any additional charges. All prices are quoted exclusive of Value Added Tax which will be shown as prevailing on the date of invoice. The prices contained in our order confirmation may be varied by us prior to delivery in respect of any increase in manufacturing costs, costs of labour, increase due to change of rates of foreign exchange, duties and taxes of whatever kind.
Tooling
If and when we charge to customers costs of tooling or a contribution towards our tooling, the prices for our goods are quoted after having taken into consideration the payment by purchaser for tooling or payment of a contribution thereto. Consequently, the ownership of tools and the title to the tools remain with us until paid for in full.
Terms of Payment
Payment must be made by the purchaser 30 days after delivery, unless otherwise stipulated in our order confirmation, the date of payment to be deemed as an essential condition of the contract. In the event of default of payment, we are entitled to charge interest for delay of payment at the rate of 1% over the bank rate prevailing at the stipulated date of payment. Purchaser has no right to withhold payment or right of set-off in respect of any counter claim made which are disputed by us. Purchaser is only entitled to a discount as far as expressly stipulated in our order confirmation and if payment is being received by the stipulated date.
Delivery
If purchaser wishes delivery by us from the works to a destination requested by purchaser, we will act as agent of the purchaser and will on their express instruction deliver to the destination required and ensure goods against all usual risks in transit, only if requested by the purchaser, at the expense of the purchaser.
Delivery Date
Whilst we use our best endeavours to deliver our products within the time stipulated, we will not be responsible for any delay in delivery if such delay is forced by circumstances beyond our control and the purchaser shall not be entitled in such circumstances to have any claim for damagers in respect of delay in delivery or to cancel part of the whole order provided that we deliver as soon as possible after the impediments outside our control have been removed. In the event of the suspension of the work by the customer’s instructions, or lack of instructions, the contract price is liable to be increased to cover any extra expense thereby incurred by the seller. If we for reasons beyond our control can only deliver part of the goods ordered by the customer within the time stipulated, customer shall be obliged to pay pro rata for the goods delivered in the time stipulated for payment in the contract. The buyer shall not be entitled by reason of any claim in respect of undelivered, lost or defective goods to withhold payment of accounts delivered and such claims shall not give the Buyer right of set off.
Warranties and Liabilities
In the event of any production defects in any of our goods or equipment parts thereof becoming apparent within six months from delivery by us, we will at our costs on receiving due written notice and after having had the opportunity to inspect the faults complained of, rectify such faults or defects promptly as far as necessary replace the faulty articles or parts thereof. Any liability under contract or statute in respect of any defect or fault occurring after the said period of six months from date of delivery is hereby expressly excluded. Any defect or fault which could be discovered by customer by due inspection and examination after delivery must be notified by customer to us with particulars in writing and if such notification has not been made by customer in writing within seven days of customer receiving our delivery, any claim of customer under contract or statute is hereby expressly excluded. In the event of any breach of contract or duty by us occasioning loss to customer, whether in tort, contract or any statute or howsoever, the maximum extent of our liability shall be the purchase price bought by customer or the actual loss suffered by the customer whichever is less. In no circumstances shall we be liable for any indirect or consequential damages to customers or to others.
Cancellations
We reserve the right to cancel the purchase order, in writing, at any time until the order has been delivered for any reason and refund the customer any monies paid towards the price. We should not be liable for any loss or damage arising from the cancellation.
Title
(a) The property in goods the subject of the order shall not pass to the Buyer until the Buyer has paid the full price. (b) Pending payment of the contract price we shall be entitled to enter the Buyer’s premises in order to take possession of the goods.
Frustration
We shall be relieved from any liabilities towards purchaser in respect of sale and delivery to the extent that we shall be unable to carry out our obligations owing to force majeure, war act of god, government acts and government legislation, fire, flood, explosions, industrial disputes, impossibility of obtaining materials or anything beyond our control our suppliers and subcontractors.
Quantity
We reserve the right to over and under deliver by 5%
Representation
The Buyer confirms that there have not been no representations made by or on behalf of the Seller on the faith of which the Buyer entered into the contract except and to the extent to which such representations are herein expressly set out.
Disputes
Any contract made by us is to be ruled by English law only, and the competent Court in London shall have exclusive jurisdiction in respect of any dispute under the contact. The application of the uniform law on sales is hereby expressly excluded.
Risk
Risk in respect of each article sold by us passes to the purchaser as soon as it has left our works. Goods as supplied by us which have no essential defects must be accepted by the purchaser.