Terms and Conditions
GENERAL
1. The quotation (in whatever form provided by the Company), purchase order (or similar as provided by the Customer and accepted by the Company) and the terms and conditions set out herein comprise the entire contract between the parties ("the Agreement") and override any terms & conditions of the Customer and are the only terms and conditions upon which the contract is entered into. The Company hereby rejects any terms and conditions contained in any Customer purchase order or elsewhere or implied by trade, custom, practice or course of dealing different to these Terms & Conditions. These terms and conditions cannot be varied unless such variation is in writing and signed by both the Company and the Customer.
RATES OF EXCHANGE
2. Our quoted prices are based on international Rates of Exchange ruling at the date of this quotation. If as a result of any changes in these rates there is any variation in the costs to us of performing any contract then the price shall be adjusted accordingly.
PRICES
3. The price shall be price stated in the quotation or such other price agreed in writing by the parties. Unless otherwise specified prices quoted are subject to the Company's right to increase any price to take account of delivery charges, insurance costs, special handling charges (if any) and/or packing charges (if any), agreed changes in the specifications or changes in any taxes, duties or levies charged on or in relation to the goods, materials or services used on or in relation to this contract and/or any extra costs or expense incurred by the Company as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond the Company's control. If as a result of any changes to the metal price index there is any variation in the costs to us of performing any contract then the price shall be adjusted accordingly.
Prices stated do not include VAT and any other tax or duty payable by the Company which will be added to the invoice when applicable.
TIME
4. (a) Any period or times stated for delivery or for compliance with any other contractual obligations of the Company are estimates only and in any event the Company accepts no responsibility for loss or damage resulting from delay or failure to notify the Customer of any such delay. Time of delivery shall not be of the essence and delayed delivery shall not entitle the Customer to cancel any order.
(b) Estimated times run from the date of the Company's acceptance of the Customer's written order together with any payment due with such order and receipt of all samples, information, licences and consents necessary to proceed with the order.
(c) Changes in specification or additional work or revised instructions relating to any aspect of the contract will entitle the Company to vary any estimates of price and/or time for completion of the contract.
DESPATCH AND DELIVERY
5. (a) Unless otherwise agreed in writing delivery of the goods will be ex-works.
(b) Where despatch is delayed through the Customer's unwillingness or inability to arrange carriage or to make any payment due prior to despatch the Company may effect delivery of the goods by giving written notice that it is ready for despatch.
(c) If the goods are stored by the Company either at the Company's request or if for any reason forwarding instructions are not received by the Company within 7 days of advice that the goods are ready for despatch the Customer shall reimburse the Company for all costs and expenses or storage (including any necessary transit costs and insurance)
(d) Upon receipt of goods any delivery documents must be signed for using the words "with reserve" and any discrepancies advised within 48 hours along with the return of the Company's signed delivery note faxed to the Company's offices on 01189 35901.
PROPERTY RISK AND INSURANCE
6. (a) Notwithstanding that possession of the goods shall have passed to the Customer, legal ownership in the goods shall remain with the Company until the Company has received the full amount of the price and other sums due from the Customer. So long as legal ownership in the goods remains with the Company and the Customer is in default of any obligation under the Agreement the Company shall have the right with or without prior notice to the Customer to re-take possession of the goods and for that purpose to go upon any premises occupied by the Customer and on such re-taking of possession the Agreement shall be terminated but without prejudice to the rights of the Company to enforce any other or additional remedy existing at the time of termination in respect of such default.
(b) The risk in the goods shall pass to the Customer on despatch, thereafter the Customer shall be responsible for the satisfactory care and protection of the goods and shall take out at its own expense adequate and comprehensive all risks cover on the goods (with a note of the Company's interest endorsed thereon) until the Company has received payment of the price in full and the Customer shall provide to the Company at the Company's request evidence that such cover has been placed.
(c) The Customer shall be entitled to resell the goods with the consent of the Company, such consent not to be unreasonably withheld, and shall hold the proceeds of sale on trust for the Company, keeping such proceeds separate from other monies or property of the Customer, and shall account to the Company for such proceeds on request.
PAYMENT
7. Unless otherwise agreed payment shall be made within 30 days of the date of the invoice. The Company reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
WARRANTY
8. (a) Any defect in or failure of the goods shall be notified in writing forthwith to the Company but in any event no later than five working days from delivery (or for latent defects within three working days of the defect becoming apparent). The Company will, on the basis indicated below, make good by repair (at the Company's option) or exchange the goods or parts thereof which are shown to the Company's reasonable satisfaction to have proved defective in materials or workmanship under proper use and maintenance within the manufacturers specified warranty period. The Company shall decide whether such making good shall be effected at the address of the Customer or at the Company's offices. Defective goods shall only be accepted for replacement or repair with prior authorisation from the Company.
(b) Disputes in quality or dimensions of any one delivery shall not be a ground for cancellation of the outstanding part of the Agreement.
(c) All conditions and warranties whatsoever (whether express or implied and whether arising at Common Law or by statute) are hereby excluded to the extent permitted by law provided always that nothing herein shall be deemed to exclude the warranty as to title implied by S12 of the Sale of Goods Act 1979.
(d) The warranty given by the Company above shall not apply if;-
i. The repair or replacement of a part or parts is required because of an accident neglect or misuse of the goods by the Customer or interference with the goods by persons other than the Company's employees or
ii. There are used with the goods supplies sources of which have not been authorised by the Company.
LIABILITY
9. (a) The Company's total liability to the Buyer shall in no circumstances exceed the invoice value of the goods.
(b) The Company shall have no liability for any indirect or consequential losses or expenses suffered by the Customer, howsoever caused, including without limitation loss of anticipated profits or opportunities, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from any third party claims.
(c) The Company shall be under no liability for any damage or loss to third parties caused directly or indirectly by the goods supplied by the Company and the Customer shall indemnify the Company against any such loss or damage and any claims, demands, actions or proceedings of any third parties which relate to the same.
(d) Nothing in these Terms and Conditions shall limit the Company's liability for death or personal injury caused by negligence, or any other liability which it is not possible to limit at law.
PERFORMANCE DATA
10. Any performance figures quoted or referred to in any specification or other document used in concluding the Agreement are estimates only, based on assumed conditions with experienced adequate and efficient operators and appropriate services and proper use of satisfactory materials.
FORCE MAJEURE AND FRUSTRATION
11. The Company shall;-
i. in any event not be liable for loss or damage; and
ii. be entitled or cancel or rescind the contract;
if the performance of its obligations under the Agreement is in any way adversely affected by any cause whatsoever beyond the Company's control including but not limited to the delays or defaults of suppliers or the default of any sub-contractor, war, strike, lock-out, trade disputes, floor, accident to plant or machinery, shortage of materials or labour.
CANCELLATION
12. Cancellation cannot be affected without the Company's consent and on terms which indemnify the Company against all loss.
LEGAL CONSTRUCTION
13. This contract shall in all respects be construed and operated as an English Contract and in conformity with English Law and unless otherwise arranged is subject to the jurisdiction of the English Courts.