Each order (“Order”) you place with us will be deemed to be an offer to purchase goods (“Goods”) on these terms and conditions (“Conditions”). We accept Orders on these Conditions only to the exclusion of any conditions you attempt to apply, whether upon any purchase order, confirmation of order or similar document. Accordingly each contract (“Contract”) between us for the sale and purchase of Goods will be on these Conditions. Variations to these Conditions and any representations about the Goods will have no effect unless expressly agreed by us in writing. Acceptance of Delivery of Goods will be conclusive evidence of your acceptance of these Conditions.
Quotations are valid for 30 days unless previously withdrawn. Quotation are given on the basis that no contract will come into existence until we despatch an acknowledgement of order, or until we commence production of the Goods on your behalf.
3 Acceptance of Orders
- Acceptance of Orders is subject to you providing all information necessary to enable us to proceed with the Order forthwith.
- The Contract may not be cancelled without our prior written agreement and on terms which indemnify us against all loss, cost and expense which we suffer as a result of such cancellation.
The specification (“Specification”) of the Goods will be as set out on our quotation.
- The place of delivery (“Place of Delivery”) will be set out on our quotation. Where the Place of Delivery is our premises, delivery (“Delivery”) will be deemed to occur upon commencement of loading of the Goods. Where the Place of Delivery is other than our premise, Delivery will be deemed to occur upon completion of unloading of the Goods. You will take Delivery of Goods within 7 days of notification that they are ready for delivery.
- Unless a reasonable method of carriage is specified on your order we may choose the method of carriage.
- Where the Place of Delivery is your premises, you will provide, at your expense, adequate and appropriate equipment and manual labour for off-loading the Goods.
- Any dates specified by us for Delivery of the Goods are estimates only. If no dates are specified Delivery will be within a reasonable time. Whilst we will endeavour to adhere to such dates, time for Delivery will not be of the essence and may not be made of the essence by notice. Despatch estimates shall be reckoned from the receipt by us of a written order to proceed, together with the necessary information to enable us to commence work.
- We may deliver in instalments. We will invoice and you will pay for each instalment in accordance with condition 7. You may not treat the Contract as repudiated as a result of our failure to deliver any one or more (but not all) instalments in accordance with these Conditions or as a result of any claim in respect of any one or more (but not all) instalments.
- The quantity of any consignment of Goods we record upon despatch is conclusive evidence of the quantity received by you unless you provide evidence to the contrary. We will not be liable for any non-delivery of Goods (even if caused by our negligence) unless you give us written notice (other than on the delivery note) within 7 days of the date when the Goods should have been received. Our liability for the Goods will be limited to replaceing the Goods within a reasonable time or issuing a credit note at the pro-rata Contract Price.
(i) All materials and blanks you supply for machining will be suitable for such machining and in particular will be relatively free machining, homogenous, free from hardness variations, hard spots or welds and be suitable for machining. If any materials or blanks are spoiled due to defective material or incorrect material specification you will pay us the Price in respect of the work which we have undertaken and we will not be responsible for replacing the same.
(ii) We will not be liable for any failure to comply with these conditions if such failure is caused by any materials or blanks you supply failing to comply with condition 6(i). You will indemnify us against all direct, indirect or consequential losses, damages, injuries, costs and expenses incurred or suffered (including without limitation, any damage to machinery, cutters or tools) as a result of any materials or blanks you supply failing to comply with condition 6(i).
(iii) All metal removed becomes our property and is allowed for in all estimates. We will not be liable for any loss of or damage to any material or blanks sent for machining, grinding or hardening or any finished parts sent for fitting or other purposes. We will use all reasonable endeavours to avoid waste, and extra material or blanks are only called for if absolutely necessary.
- Where the quotation specifies that blanks should be prepared to suit existing tooling, and they do not conform, the cost of any extra tooling will be charged.
7 Price and Payment
(i) Subject to condition 7(ii), the price, (“Price”) payable for the Goods will be the price set out in our quotation, provided that where we accept an Order on an “on cost” basis the Price will be our actual costs plus a proft margin and will override any other price quoted, whether on out quotation, order acknowledgement or otherwise.
(ii) Whilst every effort will be made to maintain quoted prices, we may increase the Price to reflect any losses we sufferor any increase in our costs of manufacturing or (where appropriate) delivering the Goods which is due to:
- any alteration of an Order (including, without limitation, to the specification, delivery date or quantity);
- any change in duties or taxes or any increase in the cost of raw materials or services;
- any delay or suspension due to any delay or failure by you to give us adequate instructions or information; or
- the quality or suitability of materials you supply for machining or incorporation into the Goods.
(iii) Unless otherwise specified in our quotation the Price is “ex works”. If the Place of Delivery is not at our premises you will pay our charges for packaging, preservation and carriage when payment for the Goods is due. Where you request us to deliver the Goods loose without packaging we will not be liable for any damage to the Goods caused during transit.
(iv) The Price excludes any testing or certification of Goods or materials whether for chemical composition, mechanical properties. Hardness or otherwise. You will pay the costs of any such tests when payment for Goods is due.
- The Price is exclusive of VAT and any other applicable tax, which you will apy at the appropriate rate when payment for the Goods is due.
- We may invoice you at any time after Delivery or after we notify you that Goods are ready for Delivery. Unless otherwise agreed, all prices are strictly net, and payment is due within 30 days of the end of the month in which the invoice is dated. Time for payment is of the essence.
- If you are a new customer or have previously delayed in the payment of invoices, we may require you to pay the Price before we commence work upon the Goods.
- If you fail to pay any sum on the due date we may:
(a) charge interest (both before and after judgement) at a rate per annum of 3.5 per cent above the Bank of Scotland Base rate from time to time on any sums outstanding from the due date for payment until the date of actual payment; and/or
(b) suspend deliveries of any Goods (including any future instalments of Goods) and all operations and work upon any Goods (whether inrelation to the same or different Orders) until we receive the outstanding amount from you.
- You will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
- We warrant that upon Delivery the Goods will be in accordance with the Specification.
- We will not be liable for a breach of the warranty contained in condition 8(i) unless:
(a) you notify us, and, where the defect is as a result of damage in transit, the carrier in writing of the defect within 7 days of the date of Delivery (if the defect would be apparent upon reasonable inspection) or the date when you knew or ought reasonably to have known of the defect (if the defect would not be apparent upon reasonable inspection); and
(b) we are given a reasonable opportunity to examine such Goods and you will (if we request you to do so) return the same to us at your cost.
- We will not be liable for a breach of the warranty contained in condition 8(i) if;
(a) the defect arises because you failed to follow our oral or written instructions as to the handling, storage, installation or commissioning, use or maintenance of the Goods or (in the absence of the same) good trade practice;
(b) you alter the Goods or repair the Goods without out prior written consent;
- the defect arises as a result of a defect in any drawing, design or specification or any material or balnks supplied or approved by you.
(iv) If you make a valid claim against us under condition 8(i), we will at our option, repair or replace the Goods (or the defective part) or refund the Price of the Goods at the pro-rata Contract Price. Having done so, we will have no further liability for a breach of condition 9(i).
(v) Any Goods we repair or replace will belong to us and any repaired or replaced Goods will be guaranteed on these Conditions.
(vi) In the case of ball and roller bearings, accessories, materials and other goods which we do not manufacture, we will have no greater liability to you than the supplier thereof to us. We will use our reasonable endeavours to transfer to you the benefit of any guarantee given to us in respect thereof.
(i) The following provisions and the provisions of condition 8 set out our entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of these Conditions; and
(b) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
(ii) All warranties, conditions and other terms implied by statute or common law (other than the conditions implied in section 12 of the Sale of Goods Act 1979) are excluded from the Contract.
(iii) Nothing in these terms and conditions excludes or limits our liability for fraudulent misrepresentation or death or personal injusry caused by our negligence.
YOUR ATTENTION IS IN PARTICULAR DRAWN TO CONDITIONS 9(iv) and 9(v)
(iv) Subject to conditions 9(ii) and 9(iii):
(a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract is limited to the Price of the Goods to which the claim relates; and
(b) we will not be liable to you by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or Consequential Loss *whether or not caused by our or our employees’, agents’ or sub-contractors’ negligence)which arises out of or in connection with the Contract. “Consequential Loss” means pure economic loss, loss of profit, loss of business and like loss, whether direct or indirect.
(v) You will indemnify us against all liability, actions, proceedings, costs, claims, damages or demands in any way connected with the Contract brought or threatened to be brought against us by any third party except to the extent that we are liable to you in accordance with these Conditions.
10 Infringement of Intellectual Property
You will indemnify us against all loss, damages, costs and expenses awarded against us or which we suffer as a result of any claim the Goods supplied or manufactured to your specification infringe, or their use, manufacture, resale or importation infringes any British or foreign patent, registered design, copyright or any other intellectual property right of any person.
11 Legal Construction
This Contract shall be governed by the Law Courts of England. The parties submit to the exclusive jurisdiction of the English Courts.
(i) Risk of damage to or loss of the Goods will pass to you on Delivery. Ownership of the Goods will not pass to you until all sums due in respect of the Goods together with any other sums which you owe us on any account have been paid in full. We may recover payment for the Goods from you even if ownership of the Goods has not passed to you.
(ii) You may resell the Goods before ownership passes in the ordinary course of your business and at full market value. Any such sale will be a sale of our property on your own behalf and you will deal as principal in making such sale.
(iii) You grant us an irrevocable licence at any time to enter any premises where the Goods are or may be stored to recover possession of the Goods where your right to possession of the Goods has terminated. We may recover the Goods notwithstanding that any part of them have been incorporated in other goods or through a manufacturing process.
(iv) We have a general and a particular lien over nay of your goods and materials for all claims and money you owe us until such sums are paid. If any lien is not satisfied within a reasonable period of our notification that we are exercising such lien we may sell such goods or materials and apply the proceeds towards satisfaction of every such lien and all proper costs and expenses we incur in relation to the sale.
(i) We may terminate the Contract forthwith by service of notice in writing if you:
(a) are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, you make any arrangement with your creditors, you have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, a petition is presented or a resolution passed for your winding up or the grant of an administration order, you have any execution levied against your property or if you cease or threaten to cease to trade.
(b) have a bankruptcy order made against you or make any arrangement or composition with creditors.
(ii) We may terminate the Contract forthwith upon written notice if you fail to remedy any breach of the Contract within 28 days of written notice requiring you to do so.
(iii) Termination of the Contract is without prejudice to the rights and duties of the parties accruing prior to termination. All amounts payable to us under the Contract will become due immediately upon termination.
(i) If the Place of Delivery is outside the United Kingdom:
(a) you warrant that the Goods can be imported to the Place of Delivery and that you have any necessary licences or permits;
(b) you will be responsible for ensuring that the Goods comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods in the country of the Place of Delivery;
- you will be responsible for the payment of all import duties or taxes; and
- unless otherwise agreed in writing payment will be by irrevocable letter of credit drawn in England on a U.K. Clearing Bank and Licensed Deposit Taker in the U.K. on presentation of the bill of lading,
and you will indemnify us in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses awarded against or incurred or paid by us as a result of or in connection with any breach of this condition 14;
(ii) We will not be liable for any delay in delivery arising directly or indirectly as a result of any breach or other failure to comply with condition 14.
15 Assignment and Sub-Contracting
We may assign or sub-contract the whole or any part of our rights or obligations under the Contract at our absolute discretion. You may not assign or sub- contract the whole or any part of your rights or obligations under the Contract without prior written consent.
16 Force Majeure
(i) We will not be liable to you or be deemed to be in breach of Contract because of any delay or failure in performing our obligations under the Contract due to any cause beyond our control including without limitation Acts of God, fire, flood, explosion, import or export regulations or embargoes, labour disputes, government action, war, national emergency, terrorism, riot, civil disturbance, inability to obtain or delay in obtaining materials, equipment transport or services of supply.
(ii) In the circumstances specified in clause 16 (i) we may:
(a) terminate the Contract; or
(b) continue performance under the Contract within a reasonable time after the end of such circumstances in which case you will accept the Goods or such part of them as are delivered to you notwithstanding any delay.
17 Our Property
Regardless of whether any part of the Price relates to the same, all materials, equipment, tools, dies, moulds and all copyright, design rights or nay other form of intellectual property in all estimates, designs, specifications, plans or models prepared by us remain our property. You may not copy or disclose the same or any part thereof to any third party without our written consent.
18 No Waiver
Failure by us to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.
19 Third Parties
The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 199 by any person not a party to it