All orders are accepted by us, the Sellers, on the basis of the most current quotation. We do not accept any variations to these conditions which you, the Buyer, may set out unless we confirm our agreement in writing.
2. Price Variation
Our prices will be based on our quotation. Where we have given a quote and prices change before you have accepted our terms and conditions and/or quote we reserve the right to change the price. We will notify you of the new price. If you do not accept the new price you in turn must notify us immediately that you no longer wish to purchase the goods.
3. Separate Contracts
Each order placed by the Buyer shall on acceptance by the Seller, be treated as a separate contract. If there shall at any one time be more than one contract in course of performance between the Seller and Buyer, any question, dispute or difficulty which may arise in respect of one of these contracts, or the terms upon which it may be settled, shall not affect in any way the performance of the other contracts, nor shall the Buyer be entitled to exercise in relation to any of the other contracts any right to set-off or counter claim arising under one contract.
Orders may not be amended or cancelled in whole or part without the Sellers consent.
5. Terms of Payment
Unless otherwise agreed in writing by us, all invoices are strictly payable in full within 15 days the date of the invoice. In the event of failure to pay any invoice within that period all other sums shall immediately become payable in full and in addition the Seller may rescind the contract for any further goods ordered by the Buyer, but not yet delivered by the Seller.
6. Overdue Accounts
If any payment is in arrears the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further deliveries until payment is received, whether or not such deliveries are due under the same contract or other contracts. Interest on overdue accounts will be calculated at the rate of 8% above the Bank of England base rate, and shall accrue from the date of the invoice to the date of payment. In the event of proceedings being issued shall continue to accrue after Judgement until payment.
7. Risk and Property
Risk in the goods, hereinafter referred to as ‘the goods’ shall pass to the Buyer on delivery but notwithstanding delivery of ‘the goods’ title shall not pass to the Buyer until the Buyer has paid in full the price of the goods. Furthermore, title of ‘the goods’ shall not pass to the Buyer unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyer and the Seller has been paid in full. The full price of ‘the goods’ and the full price of any outstanding delivered goods shall hereinafter be called ‘the value’ and shall where the context so permits include in addition thereto any costs of inspection and repossession pursuant to paragraph (iii) of (b).
Until ‘the value’ has been received by the Seller, the Buyer will hold the goods as bailee on behalf of the Seller and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the goods between the Buyer and the Seller subject there to:
The Buyer will store the goods on its premises separately from its own goods or those of any other person in such a way that the Seller’s goods can readily be identified.
Until payment as aforesaid the Buyer will take all necessary measures for the protection of the goods including the INSURANCE thereof against ALL USUAL RISKS with an insurance company for the full replacement value of the goods.
The Seller may at anytime if payment is overdue in whole or in part without prejudice to any other right pursuant to or consequent upon this agreement, for the purposes of recovery of the goods, ENTER ANY PREMISES where the goods are stored or where they are reasonable thought to be stored AND MAY REPOSSESS THE SAME. All costs and expenses reasonably incurred by the Seller in connection with such recovery shall be paid by the Buyer.
For the avoidance of doubt without prejudice to the generality of the foregoing the Seller may recover the goods and payment shall become due before the date above mentioned if:
The Buyer does or fails to do anything which as a result of its actions or inaction would entitle an administrator or an administration receiver to take possession of any of its assets or would entitle any person a petition to wind up the Buyer and/or
The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any similar statutory modifications or replacement thereof and/or
The Buyer enters into or puts forward an intention to enter into a CVA
The Buyer if an individual has a Bankruptcy Order made against him or through action or inaction places himself in a position which would entitle any person to present a Petition for Bankruptcy or enters into an arrangement or voluntary arrangement for the benefit of creditors generally.
Each of the proceeding clauses and sub-paragraphs should be construed and shall take effect separately and in the event of one or more clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining clauses or sub-paragraphs
The Seller is the proprietor of and beneficially entitled to the copyright, registered design and all other rights like nature conferred in the United Kingdom in the plans, models, drawings, sketches, graphs and other materials prepared by the Seller in relation to the design of the goods or tooling.
9. Indemnity against Infringement of Patents etc
The Buyer shall indemnify the Seller against any costs, claims or expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design, copyright or any other claim resulting from the Seller’s compliance with the Buyer’s instructions express or implied.
Costs for carriage are outlined in the quotation and relate to mainland United Kingdom, unless otherwise agreed.
Delivery dates quoted by the Seller are given in good faith but the Seller shall not be liable for failure to deliver on the specified date or dates, or fail to deliver in the case of force majeure.
If the contract calls for delivery instalments each instalment shall constitute a separate contract. Any defects in any instalment or failure to deliver any instalment shall not give the Buyer the right to cancel future deliveries.
12. Notification of Claims
The Seller shall be entitled to reject any claim for defective goods unless such a claim is notified in writing to the Seller within 14 days of delivery, or, if the alleged defect is not immediately apparent, within such period as the Seller may reasonably allow in the circumstance.
The Seller shall be entitled to reject any claim for shortages of the goods unless such a claim is notified to the Seller in writing within 3 days of the date of the delivery of any consignment in which it is said a shortage has occurred.
13. Limitations of Liability
The Seller warrants that the goods shall be of normal industrial quality unless specifically stated to the contrary and will be suitable for the purposes for which they are manufactured. The Sellers liability is limited to replacement of any goods, which do not conform to this warranty. The Seller shall not be liable for the failure of the goods to be fit for any particular purpose for which they have not been manufactured even if the Buyer had previously used the goods successfully for an unrecommended purpose nor shall the Seller be liable in those circumstances for any loss or damage attributable to the goods whether direct or consequential and whether arising in contract or not.
14. Safety Instructions
Where the Seller’s goods are supplied with safety instructions the Seller shall not be liable for the failure of the goods or for damage or injury where the Buyer or any subsequent purchaser, or person acting as the Buyer or subsequent purchaser’s agent or on his instructions fails to comply with the written safety instructions.
15. Force Majeure
Notwithstanding any other provision thereof, should the manufacture, processing, delivery or despatch of the whole or any part of the goods be delayed, prevented, hindered or rendered uneconomical by any cause or causes whatsoever beyond the Seller’s control, the Seller shall be entitled to either cancel the contract or postpone or suspend any delivery or deliveries under the contract until in the Seller’s judgement such cause shall have ceased to operate. The Seller shall be under no liability in respect of such cancellation, postponement or suspension. Without limiting the generality of the cause or causes referred to above, the same shall include war, fire, accident, breakdown of plant or machinery, strikes and lock-outs (whether affecting the Seller’s works or those of his suppliers or those of their suppliers or carriers); shortage of, or late, or non-delivery of material or raw material.
Any contract between the Seller and the Buyer shall in all respects operate and be construed as an English contract and be governed by English Law.
Unit 13, West Lane, Full Sutton Airfield, Stamford Bridge, York YO41 1HS