CONDITIONS OF SALE
1. INTERPRETATION In these Conditions the expression “British Isles” means the United Kingdom of Great Britain and Northern Ireland, the Channel Islands and the Isle of Man and the expression “overseas” means all other countries.
a) All quotations are given and all orders are accepted on these terms, which supersede any other terms appearing elsewhere and override and exclude any other terms stipulated or incorporated or referred to by the customer, whether in the order or in any negotiations and any course of dealing established between us and the customer. All orders here-after made by the customer shall be deemed to be made subject to these terms.
b) The customer acknowledges that there are no representations outside these terms which have induced the customer to enter into the contract (which expression shall include any contract of which these terms form part), and these terms and those on the face hereof shall constitute the entire understanding between the parties for the sale of the goods.
c) No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by us of any of the customer’s documentation shall not imply any modification of these terms.
2. VALIDITY OF MATERIALS AND INFORMATION Acceptance and completion of an order are subject to: a) Availability of such materials, components and services (including supplies from sub‑contractors) and
b) Such specifications, information and other material being available or being made available as will enable us to proceed with and complete the order without interruption.
3. PRICES We shall be entitled to take into account fluctuations in the cost of materials, components, labour and services, including services provided to us (such as gas, electricity, water, etc.) as well as services provided by us (such as metal handling and financing) up to the date of despatch of the goods. Unless otherwise agreed in writing, products will be charged at the prices ruling either upon receipt of the order or on a subsequent date at our discretion. Unless otherwise stated all prices are quoted as net ex‑works; freight and insurance will be charged at rates ruling on the date of despatch.
4. TAXES AND CUSTOMS DUTIES We shall be entitled to add to the price the amount of any, or the increase in any, sales, excise and other taxes payable by us in respect of the sale of the goods and services. Any customs duties or other charges, fines or assessments whatsoever levied on overseas customers in respect of the goods on importation shall be borne by such customers, unless otherwise agreed in writing. The customer shall be responsible for complying with the legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
5. QUANTITIES The customer shall accept the supply of a quantity (whether more or less) within 5 per cent of the stipulated amount of the customer’s order. In such circumstances the invoice value of the goods shall be subject to a corresponding adjustment except where in the case of sales overseas such course may be impracticable. Subject as aforesaid, the prices quoted are for the quantities and despatch conditions stipulated in the Quotation and do not necessarily hold good for other quantities or for different conditions of despatch.
6. DESPATCH DATES Although we will use all reasonable efforts to meet our despatch forecasts, such forecasts are estimates only. We shall not be liable in any circumstances for loss, whether direct or consequential, arising from delay in despatch. In the case of orders for despatch overseas, despatch shall be conditional upon all necessary governmental consents being obtained.
7. PAYMENT a) Unless otherwise agreed the goods are sold subject to payment in cash payable upon notice by us that they or any instalment thereof is ready for despatch. We shall not be bound to give up possession of the goods until we have received payment, and we shall be deemed to have made a sufficient tender of the goods once we have notified the customer that the goods are ready for despatch subject to payment.
b) We shall be entitled to withhold delivery of any goods if upon the invoicing of such goods the customer’s credit limit (if any) with us would thereby be exceeded. In determining the customer’s credit for such purpose the aggregate invoice value of all invoices issued to the customer by us and which are then outstanding, including unpaid accounts, shall be taken into account. c) Where we allow provisional credit in respect of any part of the goods, it shall be without prejudice to our right to refuse to give up possession of any other part of the goods except against payment; and the whole of the price of all goods bought or agreed to be bought by the customer shall fall due and payable without demand immediately on the happening of any of the following events:
(i) failure by the customer to pay any sum due to us within 7 days of the due date of payment; (ii) commencement of the winding up of the customer; (iii) commission by the customer of an act of bankruptcy; (iv) appointment of a receiver of any asset of the customer, or of any administrative receiver of the customer, or the levying of any distress or execution on any asset of the customer.
(v) application for the appointment of an Administrator of the customer;
d) The failure of customer to pay any part of the price of the goods in due time shall be a breach of condition entitling us to treat that failure as a repudiation of the whole contract by the customer and to recover damages for such breach.
e) Interest on all sums due shall run at the rate of 2.5% per month until payment is received after as well as before any judgement therefore.
8. PASSING OF OWNERSHIP AND RISK
a) In the case of orders for despatch to destinations overseas, the legal property and risk in the goods shall pass according to paragraph (b) of this condition except to the extent that it is inconsistent with the terms of the contract. Trade terms (such as C.I.F. and F.O.B.) shall be interpreted according to Incoterms 2020 published by the International Chamber of Commerce, except where inconsistent with these Conditions. For delivery to customers outside the UK, our standard incoterms are DAP (unless otherwise agreed) and Buyer is responsible for all local duties and taxes.
b) In the case of orders for despatch to destinations in the British Isles, and in the case of orders for despatch to destinations overseas subject to paragraph (a) of this Condition:‑
(i) The risk in the goods shall pass to the customer on delivery to the address specified by the customer, either by us or by our delivery agent or by a common carrier or on delivery to the customer’s agent.
(ii) Until we have received full payment for all goods whatsoever that we have supplied at any time to the customer:‑
(a) The goods shall remain our property and the customer shall store the goods separately and/or keep them in such a way that they can be readily identified as being our property.
(b) Subject to (d) and (e) below the customer shall have our authority to use the goods or any of them in his manufacturing process on the basis that where the same are converted into a new product, either with or without the admixture of any other goods or things whatsoever, and in whatever proportions, we shall have full legal and beneficial ownership of the new product.
(c) Subject to (d) and (e) below the customer shall be at liberty to sell the goods and the new products referred to in (b) above in the ordinary course of business on the basis that the proceeds of sale shall be our property and the customer shall account to us on demand provided that the customer shall have no authority to enter into any contract of sale on our behalf and any contract of sale should accordingly be concluded in the name of the customer.
(d) We may at any time revoke the customer’s power of manufacture and sale by notice to the customer if the customer is in default of payment of any sum whatsoever due to us (whether in respect of the goods or any other goods supplied at any time by us to the customer or for any reason whatsoever,) or if any bill of exchange, cheque or negotiable instrument drawn or accepted by the customer in our favour at our request is dishonoured on presentation for payment, or if we have bona fide doubts as to the solvency of the customer.
(e) The customer’s power of manufacture and sale shall automatically cease if a receiving order is made against the customer or the customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with his creditors or commits any act of bankruptcy.
(f) In the event of either: (1) Any defaults in the punctual payment of any sum owing to us in respect of goods supplied to the customer by us and which have not been processed by the customer or
(2) Upon the determination of the customer’s power of manufacture and sale under (d) or (e) above;
The customer shall immediately place at our disposal the goods in which the property has not passed to the customer, and the customer hereby irrevocably authorises us or our representative to recover such goods and to enter any premises of the customer, where the goods are stored or are thought by us to be stored for that purpose. Demand for or recovery of the goods by us shall not of itself discharge either the customer’s liability to pay the whole of the price and take delivery of the goods or our right to sue for the whole of the price.
(iii) For the purpose of this Condition “the goods” shall mean all goods which are the subject of any contract of sale or supply between us and the customer.
9. INSURANCE FOR OVERSEAS CONSIGNMENTS We will, on the customer’s behalf, arrange insurance to destination on every consignment of goods overseas, except where the customer has specifically informed us in writing that he has arranged insurance. Unless otherwise stated, the premium paid will cover the value of the consignment as shown on our invoice. Details of the insurance cover are available on request. The arrangement of any additional insurance required by the customer is the customer’s responsibility.
10. DAMAGE IN TRANSIT AND NON‑DELIVERY (APPLICABLE IN BRITISH ISLES ONLY) Where the risk in the goods has not passed to the customer, we will accept responsibility:‑
a) For damage in transit (by repairing or at our option replacing the goods) provided that we are given written notice of such damage within such time and in such manner as will enable us to comply with the carrier’s conditions of carriage applicable to damage in transit, and
b) For non‑delivery provided that where we have notified the customer of despatch of the goods we are given written notice of non‑delivery within such time and in such manner as will enable us to comply with the carrier’s conditions of carriage applicable to non‑delivery.
11. GENERAL LIEN Without prejudice to any other remedies we may have in respect of unpaid debts due from the customer we shall have a general lien on all such customer’s goods or property in our possession (whether worked on or not) and we shall be entitled on the expiration of 21 days notice in writing to the customer to dispose of such goods or property as we think fit and to apply any proceeds received towards such debts.
12. INSPECTION OF GOODS AND DEFECTS
a) The customer shall inspect the goods immediately on receipt thereof and shall within 5 days give notice to us in detail of any ground on which the customer alleges that the goods are not in accordance with the contract or are defective in material or workmanship. If the customer fails to give such notice the goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the goods and the customer shall be deemed to have accepted the goods accordingly. In the event that the customer establishes to our reasonable satisfaction that the goods are not in accordance with the contract or are defective the customer’s sole remedy in respect of such non-accordance or defects shall be limited as we may elect to the replacement of the goods or refund of the purchase price against the return of the goods.
b) (i) We will make good, by repair or at our option by the supply of a replacement, defects which under proper use appear in such part or parts of the goods as are of our manufacture within a period of 3 months after the goods have been delivered and arise solely from faulty design, materials or workmanship; Provided always that the defective parts are promptly returned by the customer carriage paid to our works and become our property if replaced.
(ii) We will use all reasonable endeavours to procure for the customer the benefit of such warranties and other rights as are conferred on us in relation to defects in such part or parts of the goods as are not of our manufacture by the terms of our agreement with the suppliers of the goods.
(iii) These terms set out our entire liability in respect of the goods, and our liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the goods or otherwise, howsoever except any implied by law which by law cannot be excluded. Save as provided in these terms and except as aforesaid we shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith.
13. USE OF GOODS Where the goods have been manufactured or constructed according to designs or configurations or by processes specified or supplied by the customer, the customer represents and warrants to us that the customer has or will have satisfied itself that all necessary tests and examinations have been made or will be made prior to the goods being brought into use to ensure that the goods are designed, constructed and operational so as to be safe and without risk to the health and safety of workmen or others using them and that it will take such steps as are necessary to secure that there will be available in connection with the use of the goods at work adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health and the customer accepts full liability in respect of any damage, loss or injury arising from the use of the goods provided that the goods have been supplied in accordance with this Condition.
14. LIMITATION OF LIABILITY Our liability (if any) whether in contract, tort or otherwise in respect of any defect in the goods, or for any breach of this Agreement or of any duty owed to the customer in connection herewith, shall be further limited to the price of the goods in question.
15. INDEMNITY The customer shall indemnify us in respect of all damage injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the goods supplied in accordance with the specification accepted by the customer or in the event and to the extent that the damage, injury or loss shall have been occasioned, partly or wholly, by the carelessness of the customer or its servants or by any breach by the customer of its obligations to us hereunder.
16. CANCELLATION BY CUSTOMERS No order may be cancelled by the customer without our written agreement. If the customer purports to cancel its order without such agreement and at the time of such purported cancellation the market price of any item purchased by us for the execution of the order is lower than the price at which we acquired the same, then without prejudice to any other contractual rights that we may have we shall be entitled to charge the customer with the difference. In addition, we shall be entitled to charge the customer with the full cost of manufacture by us up to the date of the purported cancellation of any goods specially manufactured to the customer’s order, including the costs incurred by us in respect of all items ordered, supplied or manufactured specifically for execution of the order in question. If work on an order is suspended because of the customer’s instructions or lack of instructions, we reserve the right to treat such circumstances as a cancellation by the customer.
17. CANCELLATION BY SELLER We shall be entitled to cancel the order by written notice and without prejudice to our right to recover damages if:‑
a) The customer shall go into liquidation, b) A distress or execution order is levied or enforced upon any of the property of the customer and is not paid out or discharged within 14 days, c) An encumbrancer takes possession or a receiver is appointed of the undertaking of the customer or any of its property, or d) The customer stops payment or ceases or threatens to cease to carry on its business or to pay its debts as and when they fall due.
18. FORCE MAJEURE In the event of the normal course of manufacture or delivery of the goods being prevented, interrupted, hindered or delayed by any cause whatsoever beyond our control, or by a lockout by us of our own employees, we shall have the option, without incurring liability to the customer, either to defer the date of despatch, or according to the nature and extent of such supervening event, to cancel the order on the terms referred to in Condition 17.
19. PATENTS, TRADE-MARKS, ETC. The goods are sold subject to the rights of any person, whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the goods in any part of the world; and the customer will in this respect accept such title to the goods as the seller may have.
20. SEPARATE DELIVERIES Where the contract is for the sale of goods by a number of separate deliveries to be separately paid for, a breach affecting one delivery shall not affect any other, provided that for so long as payment for any delivery has become due and is unpaid, we shall not (without prejudice to our rights under Condition 17) be liable pending payment to make any further delivery pursuant to the contract.
21. NOTICES Any notice given under or pursuant to the contract may be sent by hand or by e-mail or by the recorded delivery service or communication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted therefore, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
22. ASSIGNMENT The customer shall not assign any benefit under the contract without our consent in writing, which may if given be on such terms as to guarantee or indemnify or otherwise as we in our discretion may determine.
23. PROPER LAW The construction, validity and performance of all our contracts shall be governed by English law.
24. HEADINGS The headings to the paragraphs of these Conditions are inserted for convenience of reference and shall not affect their interpretation.
25. SUPERVENING ILLEGALITY AND SEVERANCE
Any provision of these Conditions which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Without prejudice to the generality and importance of all the above Standard Conditions of Sale, we draw the customer’s attention particularly to Conditions 7, 8, 11 and 20 which define certain of our contractual rights in the event of non‑payment.
April 2023
