Acceptance by us of your orders is conditional upon accept ance by you of the following conditions which over-ride all other terms and conditions inconsistent therewith expressed, implied, statutory or otherwise wherever contained except in so far as any conditions or warranties implied by statute shall be statute not be capable of being excluded. Consequently any terms in this contract which purport to exempt from or restrict the operation or have the effect of exempting from or restricting the operation of any of the provisions . No variations to the Contract shall be binding upon us unless accepted by us in writing.
All orders are accepted and executed on the understanding that the Buyer is bound by the following Conditions of Sale. Where there is any inconsistency between these Conditions of Sale and any Conditions advanced by the Buyer, the following Conditions of Sale shall prevail.
Quotations are open for acceptance within 15 days from the date thereof, unless otherwise stated, and are subject to confirmation on receipt of an order and manufacturing details.
a) Any fluctuation in costs arising after acceptance of the order may entail adjustments in the agreed or quoted price, and the price to be charged shall be that ruling at the date of dispatch.
b) Any alteration by the buyer in design, quantity, or specification and any suspension of work resulting from e Buyer’s instructions, or lack of instructions, will involve adjustment of the agreed or quoted price if the costs are thereby affected.
Prices quoted are net exclusive of Any Government Taxes, which must be added to prices at the rate prevailing at the tax point.
Prices quoted are ex-works unless otherwise stated. Where goods are sold F.O.B. the Seller’s responsibility shall cease the moment the goods are placed on board ship, aircraft or are delivered to a container base and he shall be under no obligation to give the Buyer or Buyer’s agent the notice
a) The standard method of packing is in bags or cardboard boxes. Special packages made for shipment are also non-returnable but these must be paid for unless expressly allowed for in the quotation.
b) The Seller uses his best endeavors to ensure suitability of packing before dispatch but no claim will be accepted by the Seller for damage in transit on the ground of alleged unsuitability of packing.
While every effort is made to ensure that the latest specification is made available, the Seller reserves the right to incorporate new features and to supply products which may not be strictly in accordance with the specification agreed upon. Where requested certified drawings will be sent for Buyer’s approval.
Every endeavour will be made to effect delivery within the date specified, but dates and periods for delivery are only approximate and are not essential terms. In no circumstances whatever shall the Buyer be entitled to recover loss of profits from sub-sales or any special or consequential loss or damage whatever arising from or in connection with delay in delivery or non-delivery.
9. PROPERTY AND RISK
Unless otherwise stated, the risk in the goods shall pass to the Buyer when the goods are delivered, but the goods shall remain the property of the Seller until paid for in full and the Buyer shall hold the goods as Bailee for the Seller until payment is made in full.
10. DAMAGE, SHORTAGE OR LOSS
The Seller will not accept any claim for damage, shortage or loss in transit or non-delivery unless such a claim is notified in writing to the Seller within the Carrier’s permitted period.
11. RETURNS AND REJECTIONS
A handling charge will be levied by the Seller if the reason given by the Buyer for returning or rejecting goods cannot be properly substantiated. Returns must be by prior agreement, and goods dispatched by the least expensive means.
12. VARIATION IN QUANTITY
Where products are supplied to a customer’s specification every endeavor will be made to deliver the quantity ordered but over-run or under-run of up to 10% shall constitute fulfillment of the contract and not affect the basic price per unit.
13. SPECIAL TOOLING
Any charges made for special tooling covers part cost only. These remain the Company’s property and full maintenance will be undertaken by the Company during the period of regular supply of components, and for a mutually agreed reasonable life span of the tooling.
a) The Seller shall not be liable for any loss or damage (whether direct, indirect or consequential) however arising that may be suffered by the Buyer other than that arising through the willful default of the Seller or, in respect of death or personal injury caused thereby, the negligence of the Seller. For the purposes of this Condition indirect or consequential loss or damage shall include any loss or damage in respect of any loss of profits or income or business of whatsoever kind or arising from the Buyer or other purchasers of the goods having to recall or repurchase the products in the manufacture or production of which the goods are used or into which the goods are placed or with which they are mixed. b) Whether or not paragraph (a) above is enforceable, liability for all such loss or damage shall be limited to the purchase price of the goods or replacement of the goods.
Orders shall not be cancelled unless so agreed to in writing by the Seller and in the event of such cancellation the Buyer shall reimburse the seller for any expenditure and costs incurred in connection with the contract or order so cancelled.
16. FORCE MAJEURE
a) The due performance of the contract is subject to cancellation or variation by the Seller as a result of any act of God, war, riots or civil disturbance, strike, lockout or other labor dispute, fire, flood, drought, accident, legislation, requisitioning or other act or order by any government department, council or other duly constituted authority, shortage of raw materials, interruption in normal supply of power to the Seller’s works, interruption to means of transportation, or due to any cause beyond the control of the Seller. In such event, no liability shall attach to the Seller by reason of cancellation or variation of any contract.
b) Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work of work in the establishment of the Seller during the delivery period as a result of any of the causes set out in sub-paragraph (a) or any cause whatsoever beyond the control of the Seller.
If the Buyer shall make default in or commit any breach of any of his obligations to the Seller, or if any distress or execution shall be levied upon the Buyer, his property or assets, or if he (the Buyer) shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy, or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him or if the Buyer shall be a Limited Company and any Resolution or Petition to wind up such Company’s Business shall be passed or presented, or if a Receiver of such Company’s undertaking property or assets or any part thereof shall be appointed, the Seller shall have the right forthwith to determine any order then subsisting, and upon written notice of such determination being posted by the Seller to the Buyer’s last known address, any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Seller might otherwise make or exercise.
Any dispute, difference or question arising between the Seller and Buyer as to the construction, meaning or effect of these Conditions, or as to their respective rights or liabilities under any contract to which these Conditions apply to otherwise, shall be referred to a single arbitrator to be agreed upon by the Seller and the Buyer, or failing such agreement to be nominated by the President for the time being of the Law Society and every such reference shall be deemed a submission to arbitration within and be subject to the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.
19. SUPPLY OF GOODS (IMPLIED TERMS)
In entering into any contract to which the foregoing Conditions apply, the Buyer acknowledges:
a) That he has considered the terms of the above Acts.
b) That he has carefully read and considered all such of the foregoing Conditions as may exclude, restrict or limit liability and the Buyer accepts that such terms are consistent with the object of any such contract.
c) That at the time of entering into any such contract as aforesaid the bargaining positions of the parties are in all the circumstances of equal strength relative to each other and that the terms thereof are reasonable.
d) That in the foregoing circumstances and having regard to the Conditions of any such contract it will be fair and reasonable in any litigation which may arise out of any disputes arising thereunder for the Seller to rely by way of defense of any of the Conditions of such contract, which may exclude, restrict or limit his liability under any provision whether express or implied other statue for the time being in force.