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1)
General
a)
All
quotations are made and all orders are accepted subject to the
following conditions. All conditions of the Customer or
other conditions whatsoever are excluded from the Contract or
any variation thereof, unless expressly accepted by Normid
Simplifile Ltd (the Company) in
writing.
b)
Quotations shall only be available for acceptance for a maximum
period of 30 days from the date thereof and may be withdrawn by
the Company within such period at any time by written or oral
notice.
c)
If any
statement or representation has been made to the Customer, other
than in the documents enclosed with the Company’s quotation upon
which the Customer relies, the Customer must set out that
statement or representation in a document to be attached to or
enclosed on the order in which case the Company may clarify the
point and submit a new quotation.
2)
Prices
a)
All
prices are quoted net delivered within the United Kingdom,
subject to the current minimum carriage charge and are subject
to fluctuation in the event of any increase in the cost of
labour due to National Awards or increase in the cost of
materials and overheads, any increase in such costs during the
period of production will be added to the quoted price.
b)
In the
event of any alteration being required by the Customer in design
specification or quantities the Company shall be entitled to
make an adjustment of the contract price corresponding to such
alteration.
c)
All prices are quoted in UK Sterling and all charges and taxes
must be settled in this currency.
3)
Delivery
a)
Time for
delivery is given as accurately as possible but is not
guaranteed. The Customer shall have no right to damages or to
cancel the order for failure of any cause to meet any delivery
time stated.
b)
Date of
delivery shall in every case be dependant upon receipt of final
instructions or approvals being obtained from the Customer.
c)
The
Company will endeavour to comply with reasonable requests by the
Customer for postponement of delivery but shall be under no
obligation to do so. Where delivery is postponed otherwise than
due by default by the Company the Customer shall pay all costs
and expenses including a reasonable charge for storage and
transportation occasioned thereby.
4)
Risk and
title
a)
Risk
shall pass to the Customer on delivery by the Company or their
agents
b)
Title in
the goods shall pass to the Customer when payment in full has
been made under the contract and the Customer shall permit the
servants or agents of the Company to enter on to the Customer’s
premises and to repossess the goods at any time prior thereto.
c)
The
Customer shall only be at liberty to resell the goods purchased
from the Company prior to the passing of title on the
understanding that if it does resell the goods then it will hold
on trust for the Company so much of the proceeds of the sale
received by it under contracts which include any of the goods
hereby sold either in the original or altered state as are
necessary to discharge payment in full to the Company.
5)
Cancellation & Returns
a)
Cancellation will only be agreed to by the Company on condition
that all costs and expenses incurred by the Company up to the
time of cancellation and all loss of profits and other loss or
damage resulting to the Company by reason of such cancellation
will be reimbursed by the Customer to the Company forthwith.
b)
The
Company will not accept any request for credit in respect of
goods returned, unless authority is granted in writing. A
handling charge of 20 per cent will be made on accepted returns
in addition to full carriage costs. Specially manufactured
products will have a handling charge of up to 50 per cent levied
against authorised returns.
6)
Terms of
Payment
a)
Unless
otherwise agreed by the Company in writing the terms of payment
for the goods shall be net cash paid within 30 days of the
invoice date.
b)
All
accounts are payable to the Company’s office at Phoenix Drive,
Northgate, Aldridge, Walsall, WS9 8TL, UK.
c)
In the
event of a default in payment by the Customer in accordance with
agreed terms the Company shall be entitled without prejudice to
any other right or remedy to suspend all further deliveries and
to charge interest on any amount outstanding at the rate of 2%
per annum above the Bank of England base rate in force at the
relevant time.
7)
Shortages and defects apparent on inspection
a)
The
customer shall have no right or claim for shortages or defects
apparent on inspection unless:
i)
the
Customer inspects the goods immediately on arrival at its
premises; and
ii)
a
written complaint is made to the Company within seven days of
receipt of the goods or such shorter period as the Carrier’s
conditions may provide specifying the shortage or defect; and
iii)
the
Company is given an opportunity to inspect the goods and
investigate any complaint before any use is made of the goods.
b)
If a
complaint is not made to the Company herein provided then the
goods shall be deemed to be in all respects in accordance with
the contract and the Customer shall be bound to the contract and
the Customer shall be bound to pay for the same accordingly and
in such circumstances Condition 8(e) hereof shall not apply.
8)
Guarantee
a)
Subject
to the other provisions of these Conditions the conditions and
warranties contained in section 12 of the Sale of Goods Act,
1979 are to be implied into this contract.
b)
The
Customer shall have no claim or set-off in respect of defects
not apparent in inspection at the time of delivery unless:
i)
a
written complaint is made to the Company as soon as the defect
is noticed and no use is made of the goods thereafter or
alteration made thereto by the Customer before the Company is
given an opportunity in accordance with sub-paragraph (d) of
this Condition to inspect the goods;
ii)
the
complaint is sent within six months of the date of despatch by
the Company as specified on the Company’s despatch note.
c)
The
Customer shall not be entitled to claim any set-off in respect
of any repairs or alterations undertaken by the Customer without
the prior specific written consent of the Company nor in respect
of any defect arising by reason of fair wear and tear or damage
due to misuse.
d)
The
Company may within 15 days of receiving such written complaint
inspect the goods and the Customer if so required by the Company
shall take all steps necessary to enable the Company to do so.
e)
In the
event of the condition of the goods being such as might or would
(subject to these Terms & Conditions of Sale) entitle the
Customer to claim damages, or to repudiate the contract (whether
or not the same be apparent on inspection), the Customer shall
not then do so but shall first ask the Company to repair or
supply satisfactory substitute goods free of cost and within a
reasonable time. If the Company does so repair the goods or
supply satisfactory substitute goods the Customer shall be bound
to accept such repaired or substitute goods and the Company
shall be under no liability in respect of any loss or damage
whatsoever arising from the initial delivery of the defective
goods or from the delay before the defective goods are repaired
or the substitute goods are delivered.
9)
Liability
a)
Under no
circumstances whatsoever shall the Company be liable in respect
of consequential loss, loss of profits, damage to property or
injury to person and the Customer shall fully indemnify the
Company from and against all loss, damage, demands, claims,
actions and proceedings which are incurred by the Company or
threatened, demanded, brought or made against the Company by any
person , firm or company or governmental or other authority in
respect thereof together with all costs and expenses incurred in
relation thereto.
b)
The
Company’s liability whether in respect of one claim or the
aggregate of various claims arising out of any contract shall
not exceed the purchase price payable by the Customer under the
Contract.
10)
Jigs,
Tools & Dies
a)
All
jigs, tools and dies etc. made to meet Customers requirements
remain at all times the property of the Company.
b)
Where a
Customer pays a contribution toward the cost of the Tools, etc
these are for the Customer’s exclusive use for two years. After
18 months if the tools etc. remain unused for a period of one
year, they may be destroyed, or used by the Company to produce
products for general sale.
c)
At any
time where the Customer’s contribution towards the tool cost is
reimbursed to them, the tools etc. then become available for the
unrestricted use of the Company.
11)
Confidentiality
a)
All
samples, drawings, documents or other information supplied by
the Company are supplied on the express understanding that the
Customer will not without the written consent of the Company:
i)
give
away, loan or exhibit or sell any such samples, drawings,
documents or other information or extract therefrom or copies
thereof,
ii)
use them
in any way except in connection with the components or service
for which they are issued.
12)
Customer’s Drawings
a)
The
Customer shall be solely responsible for the accuracy of all
drawings, advice and recommendations given to the Company by the
Customer either directly (e.g. as part of a main contract
document) or indirectly or by the Customer’s own advisers or
consultants. Examination or consideration by the Company of
such drawings, advice or recommendations shall in no way limit
the Customer’s responsibility hereunder unless the Company
specifically agrees in writing to accept responsibility.
b)
The
Customer shall indemnify the Company from and against all
actions, claims, costs and proceedings which arise due to the
manufacture of component to the drawings and specifications of
the Customer where such drawings and specifications shall be at
fault or where it is alleged that they involve the infringement
of a patent, registered design, copyright or design copyright or
other exclusive right.
13)
Data
a)
Illustrations and specifications set out in the sales literature
of the Company are statements of opinion and are provided for
information only and form no part of the contract.
14)
Sub-contractors
a)
The
Company shall be entitled to appoint one or more sub-contractors
to carry out all or any of its obligations hereunder.
15)
Insolvency
a)
If the
Customer shall become bankrupt or insolvent or compound with
creditors or proceedings are commenced for the liquidation of
the Customer (other than for a voluntary winding up for the
purpose of reconstruction or amalgamation) or if a Receiver or
Manager is appointed for all or any part of its assets or
undertaking the Company shall be entitled to cancel the contract
in whole or in part by notice in writing without prejudice to
any right or remedy accrued or accruing to the Company.
16)
Force
Majeure
a)
The
Company shall be under no liability for any delay, loss or
damage caused wholly or in part by Act of God, act of terrorism,
government restriction condition or control or by reason of any
act done or not done pursuant to a trade dispute whether such
dispute involves the Company’s servants or not by reason of any
other act, matter or thing beyond the reasonable control of the
Company.
17)
Waiver
a)
Any
failure by the Company to enforce any or all of these conditions
shall not be construed as a waiver of any of its rights
hereunder.
18)
Legal
a)
Any
conflict shall be governed and interpreted exclusively according
to the Law of England and shall be subject to the jurisdiction
of the English Courts only.
19)
Registration
a)
Normid Simplifile Ltd is
registered in England, No. 5124592 at Phoenix Drive, Northgate,
Aldridge, Walsall, WS9 8TL, England.
b)
VAT
Registration No. 836 8927 74.
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