The following are the Terms and Conditions under which (the Vendor) may agree to sell and supply Goods & Services to any person or organisation, (the Purchaser.)
All quotations are made and all orders and instructions to proceed are accepted in accordance with the following Terms and Conditions unless otherwise agreed in writing between the Vendor and the Purchaser.
(a) All orders are accepted and Goods and/or Services supplied subject to the following terms and conditions.
(b) These Terms & Conditions shall take precedence over any previous or future communications, representations or agreements by either the vendor or the Purchaser including any terms and conditions on the Purchasers purchase order.
(c) No variance to these Terms and Conditions shall be binding upon the Vendor unless agreed in writing and signed by authorised representatives of both the Vendor and the Purchaser.
(a) The Vendor undertakes that any goods supplied to the Purchaser shall:
i) be of merchantable quality where required to be so
ii) if sold by sample, then conform as relevant to that sample
iii) if any specific material or product characteristics required are explicitly indicated in writing by the Purchaser, and accepted in writing by the Vendor, prior to the Vendor’s acceptance of the order or instruction to proceed, to reasonably meet those requirements. This acceptance shall only be attributable to the goods / services being stipulated and accepted as a requirement of the purchase. Information relating to application or use does not constitute a waiver of the requirement for the Vendor to receive and accept specific material, product characteristics or requirements as noted above.
iv) Requirements or requests relating to information regarding batch traceability, country of origin, manufacturing company, cure dates, lifespan or use by dates must be made, and agreed to in writing prior to receipt of order.
v) Our manufacturing tolerances are ±5mm or ±5% on all dimensions (whichever is the greater), except for the thickness which is ±5% overall or ±1mm (whichever is the greater). Variances to these tolerances must be agreed in writing before any verbal or written order is placed.
(b) The Vendor will quote for and arrange the use of third party carriage for Purchase orders, samples and returns when appropriate to do so. In these situations the Vendor may provide the unique reference number for a shipment and the direct contact details for the carrier to the Purchaser in order to enable the Purchaser to enquire as to delivery progress relating to a specific order which has been despatched from the Vendor. This streamlining may relate to general enquiries regarding delivery and to situations where the delivery has not been made by the carrier before the planned point in time.
(a) All quotations, proposals and price lists are correct at the time of printing and all goods and services will be purchased at the price agreed by both parties. Any fluctuations from the agreed terms following receipt of the purchase order will be communicated to the customer and any consequent action mutually agreed.
(b) Prices and quotations given for hardware and software products are for supply only unless specifically mentioned otherwise in writing by the Vendor.
The following additional services may be offered to the Purchaser (prices available on request):
i) Maintenance & Technical Support
ii) Installation Services
4. MAINTENANCE, SUPPORT & INSTALLATION
(a) Save as set out above, the Vendor shall not be held responsible for the installation and/or operation of any product supplied to the Purchaser.
5. PRODUCT WARRANTIES
In the case of defects or faulty workmanship in products or parts thereof supplied but not manufactured by the Vendor, the Purchaser shall not be entitled to receive any greater benefit hereunder than shall be received by the Vendor under any guarantee or warranty given to the Vendor by the manufacturers or suppliers thereof. Under warranty the Company will, as its option, either repair or give a replacement of equivalent quality or issue a credit to the Purchaser for any goods found to be defective because of faulty maintenance by the Vendor or poor workmanship provided that:
(a) the Vendor is notified in writing within; 2 days regarding Damage or Non-conformance & 10 days regarding Shortage or Non delivery of the Purchaser accepting delivery of the goods/ service.
(b) the goods have been used in an appropriate manner and/or as prescribed in the operating instructions (if any);
(c) examination by the Vendor of such goods discloses to its satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handling, or by repair or alteration not affected by the Vendor;
(d) the goods have not been modified and/or repaired otherwise than by the Vendor or otherwise interfered with and;
(e) the Purchaser shall pay to the Vendor the cost (as certified by the Vendor of any examination of such goods as a result of which the Vendor denies liability.
6. RETURN OF GOODS / RECEIPT OF SAMPLES OR FREE ISSUE MATERIALS
Returned goods will not be accepted by the Vendor until a Returns Number is obtained from the Vendor. All goods must be returned in their original packaging with the Returns Number clearly displayed on the outside of the packaging. The goods returned must be in good condition and together with all parts and instruction manuals pertaining to the goods which are being returned. Returns not supported by a valid returns number will not be deemed to have been formally accepted, even if receipted by a member of the Vendor’s staff.
Materials which have been sourced to order, cut, manipulated or altered in any way prior to despatch, eg from sheet or coil, cannot be returned if they have been supplied as per the specified quotation or order.
If the Purchaser wishes to be informed as to whether goods for a potential order are due to be sourced to order, cut, manipulated or altered in any way then this enquiry must be made to the Vendor in writing prior to providing any Purchase Order. For the avoidance of doubt, any valid response to this enquiry will also be given in writing.
The Vendor reserves the right to apply a re-stocking charge for goods which the Vendor agrees to accept as a Return. This charge will vary depending upon the circumstances of the Return and the Goods in question.
Any goods being delivered to the Vendor must be in a clean and safe condition. This includes returns, samples and free issue materials. Where there are goods which may have been subject to contaminants, such as chemicals or waste, the Vendor reserves the right to require documentation to confirm that the part has either a) not been used for the application, or b) has been cleaned to an acceptable standard.
The vendor reserves the right to refuse to accept goods where the customer cannot provide documentation to confirm that the goods have not been used for the application in question.
Where the delivery destination of Goods crosses national boundaries the latest edition of Incoterms shall apply to all purchases. Where there is any conflict between the purchase order or these Conditions of Purchase and Incoterms, the purchase order and these Conditions of Purchase shall prevail.-
8. TITLE & RISK
(a) All goods shall remain the property of the Vendor until payment is received in full, notwithstanding that the delivery date shall have passed or actual delivery shall have taken place.
(b) All risk relating to the goods shall pass upon delivery of the goods to the Purchaser, his representative or to any destination nominated by the Purchaser.
(c) Vendor's goods are to be kept separate from other goods and clearly marked as belonging to the Vendor.
(d) The Vendor has the right to enter premises to check that goods are being stored correctly and, if necessary, recover the goods.
(e) The Vendor reserves the right to terminate the purchaser's rights to possession of the goods before full payment of all monies owing made for any reason, not only insolvency. All monies refers to any and all goods supplied, not only to goods relating to a specific invoice.
(f) Title to any goods supplied shall not pass to the Purchaser until all monies due from the Purchaser have been paid.
(a) the Vendor reserves the right at any time to refuse to accept orders and cancel any incomplete orders or to suspend any delivery, due to circumstances beyond its control. The Vendor shall not be liable for any consequential losses howsoever arising.
(b) Unless otherwise agreed in writing by an authorised representative of the Vendor, any orders cancelled by the Purchaser will be subject to payment by the Purchaser in full for all work undertaken or committed by the Vendor, and/or goods and services provided or committed by the Vendor prior to the said cancellation being communicated in writing to the Vendor.
10. CONSEQUENTIAL LOSS AND DAMAGE
Save as herein expressly provided, the Vendor shall not be liable for any loss or damage of whatsoever nature or to whosoever caused arising out of the use of Goods supplied by it. The Purchaser shall indemnify the Vendor against all claims made against the Vendor by any third party in respect thereof.
a) Provided that the Purchaser has been granted credit facilities by the Vendor, settlement terms are Net 30 days from the date of the Invoice. In the absence of credit facilities having been granted by the Vendor, payment shall be in advance.
b) the Vendor reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.
c) where payment is not made in accordance with the terms of paragraph (a) of this clause, the Purchaser shall be liable to pay interest on any unpaid amounts calculated at 3% above NatWest Bank Plc’s base rate for the time being in force calculated on a daily basis.
12. CUSTOMER DEFAULT
If the circumstances or status of the Purchaser changes, for whatsoever reason, (e.g. bankruptcy or receivership, change of name, litigation by the Vendor, or other parties etc), the Vendor reserves the right without prejudice, to cancel or suspend trading with the Purchaser including orders in progress and to demand immediate settlement in full of all outstanding invoices.
13. FORCE MAJEURE
The Vendor shall not be liable for the cancellation by it of any order or any unfulfilled part thereof if performance by the Vendor is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Vendor whether such cause existed or was foreseeable at the date of acceptance of the Purchasers’ order by the Vendor or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay the Vendor if the Vendor is thereby prevented, hindered or delayed from fulfilling other commitments to the Purchaser or to third parties.
Tooling commissioned with us remains the property of the Vendor at all times regardless of whether customer has contributed to the manufacturing cost or design of the tool.
15. CORRUPT GIFTS
In connection with this or any other contract between the Vendor and the Purchaser, the Purchaser shall not give, provide, or offer to our staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition, we shall, without prejudice to any other rights we may possess, be at liberty forthwith to terminate this and any other contract and to recover from you any loss or damage resulting from such termination.
The Contract shall be subject to English Law and the jurisdiction of the English High Court.
17. COMPLAINT OR DISPUTE
In the event of the Purchaser wishing to instigate any complaint or dispute regarding goods or services provided, please follow the ‘Feedback’ link in the Company Profile section of our website which stipulates the procedure which must be undertaken for us to assess and manage any such complaint or dispute.