TERMS AND CONDITIONS OF SALE

[GENERAL] [PRICE] [TERMS OF PAYMENT] [CASES OR PALLETS] [GOODS] [SPECIFICATIONS] [PERFORMANCE] [CLAIMS] [FAILURE TO SUPPLY] [CANCELLATION] [LICENCES] [BREAKAGES OR LOSS IN TRANSIT] [DELIVERY] [GUARANTEE] [LAW]

1. GENERAL

The acceptance of this quotation/acknowledgement includes the acceptance of the following terms and conditions. In the event of customer's official order forms containing special printed conditions, it is understood that such conditions are only binding in so far as they are not at variance with our terms and conditions, and in the event of any such variance our terms and conditions shall take effect

2. PRICE

1. Unless otherwise stated in writing, all prices are ex-works and exclusive of all packing, insurance, freight and all other costs, charges and expenses of any kind whatsoever including without prejudice to the generality of the foregoing any Value Added Tax or other taxes chargeable.
2. We shall be entitled to make such extra charge as may be reasonable to cover the cost of packing, insurance, shipping and other costs, charges and expenses incurred under or in connection with this contract.
3. The purchaser shall, in addition to all other moneys payable under this contract pay to us an amount equal to the amount of any Value Added Tax chargeable in respect of this contract.
4. Unless otherwise stated in writing the price will be payable in full at the time the contract is accepted, and all other sums payable to us under this contract shall be payable forthwith, or within such period as shall be specified on written demand.
5. Unless otherwise stated in writing all moneys payable under this contract shall be paid in sterling.
6. The time of payment of all moneys payable to us under this contract shall be of the essence. Without prejudice to any other right contained in these conditions, if payment of any moneys due and payable under this Contract is not made on the due date for payment, we shall be entitled to charge interest on the outstanding amount at a rate of 18 per cent per annum or 6 per cent above the minimum lending rate for the time being of the London Clearing Banks, whichever shall be the greater.
7. We shall be entitled to adjust the price, whether before or after acceptance to cover or take into account the cost of:

1. any increase in the cost of supplying the goods for any reasons whatsoever, including (without prejudice to the generality of the foregoing) increases in the cost of materials, wages, packing, insurance, freight or duty or (in the event that any moneys shall be payable in any currency other than sterling) any change in the Exchange Rates, or any action by any government or any other authority.
2. any alteration required by the Purchaser and agreed and stated in writing.
3. any error or omission on the part of us, our agents or servants or any of any person or company supplying goods or services to us affecting the price or other cost of the goods or the calculation thereof.
4. Title in the goods supplied shall not pass but shall remain with us until payment in full including any interest payable hereunder shall now be received by us.

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3. TERMS OF PAYMENT

are strictly within 30 days from date of invoice. Payment by the due date is a condition precedent to future deliveries under this or any other contract existing between the parties. If Buyers should fail to make any payment when it becomes due or if being an Incorporated Company they shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make an order to that effect, or if not being an Incorporated Company they shall have a receiving order made against them or enter into a composition or arrangement with their creditors, or if there shall be any breach by Buyers of any of the terms or conditions hereof, sellers may, without prejudice to their other rights or remedies, cancel the contract, or refuse to make any further deliveries. Buyers shall be liable for any loss incurred by sellers as a result of failure to observe the terms of this paragraph.

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4. CASES OR PALLETS

are returnable carriage paid and, if originally charged on delivery, credit will be given when received back at the Sellers factory in good condtion.

5. GOODS

supplied shall be of normal industrial quality, unless specifically stated to the contrary by the Sellers. All warranties or conditions statutory or otherwise as to quality or fitness for any particular purpose whether known to Seller or not are excluded.

6. SPECIFICATIONS

All descriptive and forwarding specifications, drawings and particulars of weights and dimensions submitted with this quotation/acknowledgement are approximate only, and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter, are intended merely to present a general idea of the goods described therein and we may change production methods and materials at our discression.

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7. PERFORMANCE

The figures given for performance are based upon our experience, and are such as we expect to obtain on test, but we will only accept liability for failure to obtain the figures given, when we guarantee such figures within specified margins, known as 'tolerance'. The buyer assumes responsibility for the capacity and performance of the goods being sufficient and suitable for their purpose.

8. CLAIMS

1. All claims for damage to or partial loss of goods in transit must be submitted in writing by the Buyers to carrier (where appropriate) and Sellers within three days of delivery and the Delivery Note must be endorsed accordingly or signed "Unexamined".
2. All claims for non-delivery of the whole of any consignment, or of any separate package forming part of a consignment, must be submitted in writing by Buyers to carrier (where appropriate) and Sellers within ten days of date of invoice or of advice of despatch whichever is the earlier.
3. In the absence of notification of claims within the times mentioned in (a) and (b) above goods shall be deemed to have been delivered in accordance with the contract.
4. Buyers shall give Sellers immediate written notice of any claim that goods are not stated quality to enable Sellers to investigate the complaint before the remainder of a consignment is used or returned to Sellers. Goods shall not be returned to the factory without Seller's prior agreement.
5. The Sellers liability for damages arising out of any claim shall in no event exceed the purchase price of the delivery in respect of which any such claim is made.

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9. FAILURE TO SUPPLY

If, due to any Act of God, strikes, lock-outs, civil commotions or industrial disputes, wars or hostilities or threats thereof, Government restrictions or import/export regulations or any other cause beyond the control of the Sellers (whether or not of the same nature as the foregoing), it becomes impossible to supply the goods specified in this contract, the Sellers reserve to themselves the right to cancel or suspend any delivery thereof in whole or in part, and will not be responsible for any loss or damage arising directly or indirectly from any such cancellation or suspension.

10. CANCELLATION

Orders cannot be cancelled except with our written consent and on terms which will indemnify us against all loss.

11. LICENSES

If any license or consent of any government or other authority shall be required for the purchase of goods specified in this contract, Buyers shall obtain such license and if so required, produce evidence of same to Sellers on demand. Any loss occasional as a result of failure to obtain such license shall fall on the Buyer.

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12. BREAKAGES OR LOSS IN TRANSIT

All goods are most carefully packed and no claim can be considered by us for damage, breakage, loss or delay in transit.

13. DELIVERY

1. Each delivery shall be considered the subject of a separate contract.
2. Delivery shall be deemed to be effected and property and risk in goods shall pass to Buyers as follows:

1. In all cases where goods are to be delivered to Buyers address - when the goods have been so delivered to the carrier.
2. In all cases where goods are to be collected by Buyers - when the goods have been passed into the control of Buyers or anyone acting on their behalf.

3. If Buyers shall fail to take delivery of the goods either at the rate specified in the contract or when the delivery becomes due then Sellers may cancel any such deliveries that are in arrears and if they see fit to sell such goods without prejudice to their right to claim damages in respect of such breach of contract.
4. The dates given for delivery are approximate. Everything possible will be done to send the material at or about the time stated, but failure by Sellers to make any delivery shall not violate or in any way affect the contract as to other deliveries or give Buyers the right to terminate this contract.

14. GUARANTEE

All apparatus is carefully examined and tested before leaving the works and is sent out in perfect order and condition. We, therefore, give the following Guarantee which takes the place of any Guarantee by Statute, common law or otherwise.

If within 12 months from date of despatch, any defect or fault is discovered in any component of our manufacture, due to faulty material or bad workmanship, we undertake to make good the defect without charge, provided that notice is given to us immediately on the discovery of the defect, and the defective components or parts thereof, are forwarded to us carriage paid for inspection. This guarantee does not apply to defects caused by ordinary wear and tear, misuse, or neglect, or by circumstances over which we have no control. Our responsibility in all cases is limited to the cost of making good any such defects in our own workshops.

In the case of goods not of our manufacture, you are entitled only to such benefits as we may receive under any guarantee given to us in respect thereof.

The judgement of the company in all cases of claim shall be final and conclusive and the customer agrees to accept its decision on all questions as to defects and to change of part or parts. After the expiration of three months from the despatch of notification of the company's decision, the part or parts submitted for inspection may be scrapped by the company or despatched to the customer carriage forward.

15. LAW

1. This contract shall be construed according to English Law.
2. Any dispute arising out of or in connection with this contract shall be submitted to arbitration in accordance with and subject to the provisions of the Arbitration Act 195 or any statutory modification or re-enactment thereof for the time being in force.

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