(Hereinafter referred to as “the Company”)
1. APPLICATION OF CONDITIONS.
No conditions or stipulations in or attached to the Buyer’s form of order which are inconsistent with the Company’s Terms and Conditions of Sale or which purport to add or modify them in any way shall have any effect unless expressly accepted in writing by the Company. In the absence of such acceptance by the Company the Buyer shall be deemed to have withdrawn or waived his said conditions or stipulations and to contract solely on the basis of the Company’s Terms and Conditions of Sale.
A quotation refers only to the enquiry to which it specifically relates and must be mentioned upon any order placed on the terms thereof. It must be considered as withdrawn at the expiry of 30 days from its date unless otherwise stated therein or unless it has been previously withdrawn by the Company in writing.
3. ACCEPTANCE OF ORDER.
All quotations are subject to confirmation by the Company on receipt of Buyer’s official order and no contract shall be concluded until such confirmation has been despatched by the Company.
4. CANCELLATION, SUSPENSION OR VARIATION OF ORDERS.
No cancellation, suspension or variation of any order shall be effective unless in writing and until accepted by the Company and such acceptance will be given only subject to adequate compensation for costs incurred in connection with the order. Any extra costs incurred by the Company owing to lack of instructions or mistaken instructions from the Buyer shall be added to the quotation price and paid for accordingly. The Company reserves the right to refuse to accept any cancellation of an order and in particular no cancellation will be accepted on orders for goods to special requirements or not normally stocked by the Company if the manufacture or obtaining by the Company of such goods is in process or has been completed.
5. LIMITS OF ORDER.
A quotation or an acceptance of order includes only such goods, accessories and work as are specified therein and unless otherwise stated, the Buyer assumes responsibility for the capacity and suitability of the goods for his purpose.
a) All prices are quoted subject to revision or withdrawal without notice. b) All prices in respect of orders for forward delivery are subject to the Company’s right to increase them if they are affected by general increases in cost of labour or raw material or other unforeseen causes. c) All goods will be charged for as per quotation or at prices current at the time of despatch if affected by general increases in cost of labour or raw materials or other unforeseen causes and all orders are accepted by the Company on that understanding. d) All prices quoted are “Ex-Works” unless otherwise agreed and packing will be charged for, but all cases and crates returned to the Company carriage paid and in good condition within 30 days of despatch thereof by the Company will be credited in full. e) All items quoted “Ex-Stock” are subject to prior sale.
Goods manufactured by the Company are carefully inspected and, where practicable, submitted to standard tests before despatch. If special tests or tests in the presence of the Buyer or his representative are required, these unless otherwise agreed will be carried out at the Company’s works and will be charged as an extra. In the event of any delay on the part of the Buyer in attending such tests after seven days’ notice the test shall proceed and the requirement shall be deemed to have been met.
Any tools which the Company may construct or acquire specifically in connection with any order, notwithstanding any charges the Company may make for them, shall be and remain the Company’s property and in the Company’s possession and control. If for two consecutive years no orders are received from the Buyer for products to be made with such tools the Company may make such use thereof as it desires, or otherwise dispose of them without liability to the Buyer.
Any date or period of time stated in a quotation is an estimate and shall date from receipt by the Company of definite instructions to proceed together with the necessary information and completed drawings or patterns, if these are to be supplied by the Buyer. The Buyer shall be bound to accept the goods ordered whether available on or after the date or the termination of the period of time stated. The Company undertakes to make every endeavour to adhere to dates given but accepts no liability for failure to do so or for any delays occasioned by strikes, lockouts, trade disputes or other labour troubles, non-availability of materials, default of sub-contractors, war, riot, restraint of Government, fire, accident, stoppage or interference with transport, or other contingencies beyond the Company’s control nor shall such failure be deemed to be a breach of the Contract.
If the Company does not receive forwarding instructions within ten days after the date of notification that the goods have been tested or are ready for despatch the Buyer shall take delivery or arrange for storage. Otherwise the Buyer shall be liable to the Company for a reasonable charge for care and custody of the goods and the goods shall be invoiced and paid for as if they had been despatched.
11. DAMAGE IN TRANSIT.
The Company may decline to entertain claims for goods damaged in transit unless such damage is reported by separate notice in writing to the Carriers and to the Company within three days of receipt of goods by the Buyer and the goods have been signed for as “not examined”. In the event of non-delivery, no claims can be entertained unless a separate notice in writing of such non-delivery reaches the Company within ten days of despatch. In the case of goods for shipment abroad, the Company shall not be responsible for the loss, damage or deterioration from whatsoever cause arising to goods beyond the point of shipment. When goods are sent by the Company by a route involving sea transit, the Company shall not be liable to give notice under Section 32(3) of the Sale of Goods Act 1893, or otherwise, that they do not accept responsibility in respect thereof and they will not, unless the Buyer shall give the Company specific instructions in that behalf and pay the expenses, insure the goods or any part thereof against any loss or risk.
The following warranty is given in lieu of and to the exclusion of any other warranty or condition either expressed or implied by statute or otherwise. All goods manufactured by the Company are warranted free from defect in workmanship or material when subjected to normal conditions of use but no warranty whatsoever is given that the same will be fit for their intended purpose under abnormal conditions whether of temperature, humidity, pressure, stress or otherwise howsoever. Goods delivered hereunder which shall be considered to be defective in workmanship or material and returned by the Buyer within 12 months from date of delivery carriage paid will, if found to be defective on investigation by the Company, at the Company’s discretion be replaced or repaired free of charge and returned to the Buyer carriage paid in Great Britain. The Company accepts no liability whatsoever in respect of defects caused by incorrect installation, accident, misuse, neglect or wear and tear, and any attempt to strip, repair or modify any unit prior to return to the Company will invalidate the warranty. Any goods supplied or work done in remedying defects shall not extend the Company’s liability under this clause beyond the time stipulated above. At the expiration of such time all further liability on the Company’s part shall cease. Any consequential damage arising from defects, faulty materials or workmanship in any goods supplied by the Company shall not extend the Company’s liability in any way whatsoever.
Any performance figures quoted by the Company are based on experience and are such as would be expected on test. Goods submitted to performance tests shall satisfy the Company’s standard Test Schedules, copies of which can be obtained on request. Special tests required by the Buyer can be carried out, subject to written negotiations between the parties.
a) All invoices are NETT and no settlement discount is allowed. b) Accounts are payable 30 days following date of invoice. c) No special terms of payment shall be operative unless confirmed in writing by the Company. d) The Company reserves the right to suspend delivery in respect of any order from time to time if any account has not been paid when due.
In addition to any time to which it may be statute or otherwise be entitled, the Company shall, in the event of the Buyer’s insolvency be entitled to a general lien on all goods or property belonging to the Buyer in the Company’s possession (although such goods or some of them may have been paid for), for the unpaid price of any other goods sold and delivered to the Buyer by the Company under this or any other Contract.
All drawings, models, descriptive matter or data are supplied on the terms that they remain the Company’s property and are to be returned to the Company on demand. The Buyer shall not copy publish or communicate them or particulars of any goods supplied by the Company to any other person whatsoever without the Company’s permission in writing. All such drawings, models, descriptive matter or data whatsoever, including advertisement matter are intended to present a general idea of the goods in question and must not be taken as forming part of any contract.
In the event of any claim being made or action being brought against the Buyer in respect of infringement of patents, owing to or arising from the manufacture or sale by the Company of goods supplied to the Buyer hereunder and the use or sale thereof, the Buyer shall forthwith give notice to the Company of such claim or action and the Company shall be at liberty with the Buyer’s assistance if required and in the name of the Buyer, if desired, but at the Company’s expense, to contest the said claim or action, or conduct any negotiations of the settlement of the same. Provided the Buyer shall give such notice as aforesaid and shall render such assistance as may be required in connection with any such claim, action or negotiations and provided that all such goods and all parts thereof shall have been used for the specific purpose for which the Company supplied the same, the Company will indemnify the Buyer in respect of any such claim or action.
If at any time any dispute or difference whatsoever shall arise between the Company and the Buyer in relation to or arising out of a contract and either of the parties shall give to the other notice in writing of the existence thereof, failing agreement such dispute or difference shall be referred to the arbitration in England of a person to be mutually agreed upon or, failing agreement, some person appointed by the President for the time being of the London Chamber of Commerce at the request of either party. This shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950, or any statutory modification thereof.
19. LEGAL CONSTRUCTION.
Any contract entered into by the Company shall in all respects be construed in conformity with English Law.
20. SPARE PARTS.
The Company does not accept responsibility for any equipment which contain spare parts not supplied by the Company or spare parts fitted by unauthorized personnel.
21. Under railway regulations, all claims for damages must be reported within 3 days from receipt of goods otherwise liability cannot be admitted.
22. No claims can be entertained for goods lost in transit if complaint is not made within 14 days after despatch. All other claims must be notified within 3 days of receipt of goods.
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