Every contract of sale whether made by direct order or by your acceptance of a quotation and every contract to carry out work in relation to goods or products sold by us is subject to these conditions. All other conditions and warranties, whether implied by statue, Common Law, or trade usage, or expressed by you are hereby excluded, with the exception of Conditions expressly accepted by us in writing. (Note to Government Contractors: If your contract with us is a sub-contract of a Government contract, you wilt not effectively incorporate any condition from the Government contract into our contract unless we expressly accept it in writing.)
(1) We shall without charge repair or at our option replace any goods sold by us which are defective at the time of their delivery to you provided that:-
(a) we are promptly notified of any defect in the goods, and
(b) the goods are returned to us, return carriage paid.
(2) Where goods are returned to us and are found not to be defective, we may make a reasonable charge for inspection and handling.
(3) Goods are defective if they do not function properly owing to a fault in the material or workmanship or to a material discrepancy from the contract description.
(4) We shall, without charge, repair or at our option carry out again any work carried out by us which is proved to be defective at the date of its completion, provided we are promptly notified of any such defect within 12 months of date of completion.
(5) We cannot guarantee shade or fixity of dye or finish, or freedom from defects due to dye-wares and will not be liable for any claim in respect thereof unless the dyer admits the same and then only to the extent admitted by the dyer.
3. PATENT INDEMNITY
(1) Subject to paragraph (2) of this Condition we shall indemnify you against any liability to the proprietor of a valid patent in the U.K. which you may incur by reason that your use of sale of the goods infringes his patent provided that you notify us immediately of any allegation of infringement made against you and at our request and expense co-operate in defending any claim and do not without our previous written consent compromise any such claim or otherwise treat with the claimant.
(2) This indemnity shall not apply:
(a) if the infringement is caused by our following a design furnished by you or on your behalf, or
(b) if the infringement is caused solely by the use or sale of the goods in combination with other goods, or
(c) if the relevant sale or use of the goods would not have constituted infringement at the date of their delivery by us, or
(d) if you are under an obligation which prevents you from contesting the validity or scope of any relevant patent.
Unless otherwise stated quotations are given without engagement and order are subject to acceptance by us and acceptance is subject to supplies being available at the relevant time. All orders are accepted and contracts entered subject to our right to cancel or withdraw from them and we shall not be liable in respect of any such cancellation or withdrawal or for any delay in delivery or non-delivery caused by war, fire, Act of God, Stoppage of workmen, prohibition or restriction by a competent authority, failure by any person to deliver plant, machinery, materials or components or any abnormally affected prices thereof or by any cause beyond our reasonable control.
(1) Delivery of all goods and products is ex works. Notwithstanding this we shall send, carriage paid, orders for goods and products that exceed certain values, that are determined by us, at our own discretion. Such value is changed by us from time to time and you should enquire at the time of order what the current value is if not included in our quotation: such goods or products will be consigned by goods train unless you instruct us to the contrary, in which event additional costs incurred will be payable by you.
(2) We and the carrier must be advised (otherwise than upon the carriers documents) within seven days after the receipt of the invoice if the goods or products, covered by the invoice have not been delivered at all, or within two days if damage, pilferage or shortage is revealed upon receipt of the goods or products. Provided such notice is given we will use our best endeavours to obtain proof of delivery or admission of damage, pilferage or short delivery from the carriers.
6. RETENTION OF TITLE
a) Notwithstanding that delivery of goods has been affected, and solely for the purpose of securing payment of the invoice in the event of your becoming insolvent, the goods sold pursuant to this contract shall remain our absolute property until we receive payment of the amount invoiced by us to you or until the goods are resold by you, whichever is the earlier. Nothing in this Condition purports to create a trust or any other form of pledge or security. This Condition merely states our intention as to the time when title in the goods passes to you in accordance with Section 17(1) of the Sale of Goods Act 1979.
b) You shall store the goods in such a way that they are readily identifiable as our property.
c) In the event of your entering into liquidation, having a winding-up order made against you, suffering the appointment of a receiver over your assets, income or any parts thereof, or otherwise being unable to pay you debts as they become due, we shall be entitled immediately after giving notice of our intention to repossess to enter upon your premises and repossess any goods or products to which we have title hereunder.
d) Nothing in this Condition shall confer any right upon you to return the goods or to refuse or delay payment therefore, unless otherwise agreed by us in writing.
Any goods or products sent by you for proofing or treatment are subject to a lien to secure your general balance of account with us, including all liabilities of any kind whatsoever, and may be sold by us and the proceeds credited against such balance of account if the same be not paid in full on demand.
Crates, pallets, wrappers, cartons, tubes, sacks and other materials are non-returnable and will be charged at the rates ruling at date of despatch. Specially made wooden crates will be charged at prices varying with dimensions.
(1) If, after receipt of an order for goods or products and before their delivery, improvements are made in their composition or design, we may, on giving notice to you, make reasonable alterations to such composition or design provided that:
(a) the performance and the quality of the altered goods or products are at least as high as those of the goods ordered, and
(b) no price variation is made except with your consent, and
(c) delivery is not unreasonably delayed because of such alterations.
(2) Owing to the difficulty in producing exact quantities, estimates and orders accepted for any goods or products are conditional upon a margin of 10% being allowed, to be credited or charged as the case may be.
(1) All prices quoted are applicable for a period of one month from the date thereof and are subject to adjustment at any time thereafter even after acceptance of a quote or part delivery in the event of any increases in costs of labour, material, carriage, insurance, taxes or any other factor increasing the cost to us of the goods or products.
(2) Quotations are made on the basis that all material will be delivered and all work will be done at the one time. Should separate deliveries be required or work be required to be done at intervals, a new quotation will be submitted.
(1) Where goods or products are to be supplied by instalments or work is to be carried out by us in stages, as each delivery is made or stage is completed payment must be made before the next delivery will be made or the next stage of the work is commenced.
(2) Cash Payment
(a) U.K. Sales: Customers not having an account must send with order or otherwise before delivery a remittance to cover the quoted price of the goods and, where required, the cost of carriage of freight, insurance and Value Added Tax.
(b) Export Sales: Customers not having an account must either:-
(i) send with order or otherwise before delivery a remittance to cover the quoted price of the goods or products and, where required, the cost of carriage of freight, insurance and certificate of origin, or
(ii) pay by means of a confirmed irrevocable letter of credit opened in our name before the date specified for delivery with our Bankers
(3) Accounts: Customers wishing to open an account must furnish Trade and Bank references. Where an account is opened, settlement shall be made in accordance with invoice values not later then the 15th day of the month next following the month in which delivery of goods or products is made..
(4) Payment of Bills: Where we agree that payment may be made by bill, then unless otherwise arranged the bill will be drawn for payment on sight upon presentation by bankers agent documents against payment.
(5) Private and Public Limited Companies are advised that Credit Searches will be made at the time of opening an account and at regular intervals whilst trading is ongoing for the purpose of ensuring that appropriate levels of credit are being offered. Multiple agencies may be used for this purpose.
Where traces are referred to in a specification they will be assumed to amount to not more than 50 parts per million.
In respect of any work carried out by us, on completion of that work in accordance with the contract you will sign a Satisfaction Note to the effect that you are satisfied with the work as carried out.
14. MOULDS AND TOOLS, ETC.
Unless otherwise agreed in writing, a proportionate part of the cost of moulds, tools, drawings, specifications or any other material involved in the manufacture of the goods or products is invoiced to you. They are and will remain our property and will be kept on our premises, but we will maintain them at our expense during their usual working life. You will be advised when any replacement is necessary and will be invoiced by us accordingly.
Programming Charges & Design Work Any programming or design work that is required for the purpose of quotation or sampling will be invoiced to you. These charges may be credited at our discretion on placement of a bulk order. All designs and programs will remain our property.
Except as expressly provided in these Conditions we shall not be liable to you for any direct or indirect loss or damage to persons or property howsoever arising from the sale, delivery, installation or servicing of the goods or products or any defect in them or from the carrying out of any work for you.
The construction, validity and performance of this contract and matters pertaining thereto shall be governed in all respects by The Law of England & Wales.