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DEFINITIONS |
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| 1. |
The Company |
means Steelite International plc |
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The Customer |
means the customer of the Company |
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The Contract |
means any contract entered into between the Company and the Customer |
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The Goods |
means any goods the subject of any Contract and shall include any parts or parts of them and any materials incorporated in them. |
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EXTENT OF CONTRACT |
| 2.1 |
The following conditions shall be incorporated in every Contract to the exclusion of all other terms representations conditions and warranties express or implied by statute or otherwise and together with any acceptance and delivery notes and invoices issued by the Company in connection with the Goods shall constitute the whole of the Contract.
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| 2.2 |
The Contract shall not be varied except by the written agreement of the Company.
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| 2.3 |
The Contract shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts in all matters regarding the Contract.
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| 2.4 |
Orders should identify the item descriptions and code numbers of the Goods and must be for full standard carton quantities.
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| 2.5 |
Requests to cancel Contracts may be refused unless accompanied by payment in full of any charges made by the Company for work undertaken in connection with the Contract and the Company shall have the right to sell any Goods not paid for.
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| 2.6 |
Prices quoted and descriptions of goods and the Company's conditions of sale may be altered by the Company at any time without notice. |
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ACCEPTANCE |
| 3. |
No contract shall come into existence until the Customer's order is accepted by the earlier of the Company's written acceptance, the delivery of the Goods, and the Company's invoice. |
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SPECIFICATIONS AND PUBLICITY MATERIAL |
| 4.1 |
The Company shall not be liable for any variations in the specification of the Goods which do not materially affect the use and operation of the Goods or for the substitution of any materials or component parts of the Goods by other materials or parts of a quality equal or superior to those originally specified.
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| 4.2 |
The description and illustrations contained in the Company's catalogues, price list, and other advertising materials, are intended merely to present a general idea of the Goods described in them and shall not form part of the Contract. |
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PRICES AND PAYMENT |
| 5.1 |
All prices shall be calculated and paid in sterling.
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| 5.2 |
Prices do not include V.A.T. or other taxes but do include standard packaging. Unless otherwise agreed in writing prices include insurance and carriage to destinations in mainland U.K. but in other cases and in the case of goods for export are ex the Company's premises.
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| 5.3 |
Prices quoted are not fixed and will be those ruling at the date of despatch in respect of the quantity of Goods invoiced irrespective of the quantity for which the price was quoted.
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| 5.4 |
Payment must be made 30 days from the date of invoice.
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| 5.5 |
If the customer fails to pay the invoice price by the due date he shall pay interest on the amount unpaid from the date on which payment was due to that on which it is made (whether before or after judgement) at the rate of 3 points over the Royal Bank of Scotland plc base rate from time to time in force and the Company may suspend delivery or performance or may terminate the Contract in respect of undelivered Goods without liability to the Company and without prejudice to any claim against the Customer.
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| 5.6 |
Orders for goods, which in any one delivery do not exceed 72 pieces will be subject to a £25.00 surcharge to cover administration and packing. |
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TITLE |
| 6.1 |
Title in the goods shall remain in the Company and not pass to the Customer (who shall, nevertheless, subject to the conditions stated below, be entitled to resell them as principal only in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts owed to it by the Customer on any account.
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| 6.2 |
Until title passes:
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| 6.2:1 |
The Customer shall hold the Goods as bailee for the Company and ensure that they are at all times clearly identified as the property of the Company who shall without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although title in them has not passed to the Customer;
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| 6.2:2 |
The Company shall be entitled at any time on demand to repossess and sell all or any of the Goods and thereby terminate (without any liability to the Customer) the Customer's right to sell them and for any of those purposes or for the purpose of determining what, if any, Goods are held by the Customer and inspecting them, to enter any premises where the Goods are or are reasonably thought to be stored.
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| 6.3 |
The Customer's rights against the purchaser in respect of any Goods in which title has not passed to the Customer shall if the Company so requests in writing, be immediately assigned to the Company and any proceeds of sale or insurance therefrom paid to a separate bank account and pending such request and assignment such rights shall be held on trust for the Company.
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| 6.4 |
The Company transfers to the Customer only such title and rights of use as the Company has in any Goods and in the case of material purchased from a third party shall transfer only such title and rights as that party had and has transferred to the Company. |
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RISK, DELIVERY OF GOODS AND PACKING |
| 7.1:1 |
Goods the price of which includes insurance and carriage are at the Customer's risk from the time of delivery to the Customer.
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| 7.1:2 |
In all other cases, unless otherwise agreed in writing, the Goods are at the Customer's risk from whichever is the earlier of delivery to the carrier (who shall be the Customer's agent whoever pays his charges) or to the Customer.
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| 7.2 |
The Company may deliver the Goods by instalments, and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of Goods previously delivered or undelivered Goods.
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| 7.3 |
If the Customer fails to take delivery of the Goods or any part of them on the due date or fails to give adequate forwarding instructions enabling the Goods to be delivered on the due date, the Company may issue a written notice to the Customer whereupon risk in the Goods will pass to the Customer and thereafter the Company may insure and store the Goods at the expense of the Customer and the Customer shall indemnify the Company against all losses and liabilities arising out
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| 7.4 |
Unless otherwise agreed in writing all packing materials other than the Company's standard packaging shall be paid for by the Customer at the invoice price.
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| 7.5 |
The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods ordered.
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| 7.6 |
In the case of custom made patterns quantities cannot be guaranteed and although quantity variations will be minimised overages/shortages within a ±10% of the quantity ordered must be accepted by the Customer.
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| 7.7 |
Any dates stated by the Company for the delivery of Goods are approximate only and shall not form part of the contract. |
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CLAIMS NOTIFICATION |
| 8.1 |
Failure to advise the Company of the non-delivery of the Goods or any of them as soon as practicable and in any event within 7 days (or 28 days in the case of Goods for export) after the date of the invoice will release the Company from liability for claims for non-delivery.
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| 8.2 |
Customers are deemed to have examined all Goods within 2 days (or 28 days in the case of Goods for export) of the date of delivery and to be satisfied that the Goods are undamaged of the correct quantity and in accordance with the Contract unless a written notice to the contrary specifying the Company's advice note number and the nature of the alleged damage or deficiency is given within that time to the Company and any carrier. |
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EXTENT OF LIABILITY |
| 9.1 |
The Company shall not be liable for any loss or damage howsoever arising from any breach of or delay in the performance of the Contract except as stated in this clause.
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| 9.2:1 |
Where any Goods are lost or damaged in transit before delivery to the Customer in accordance with Condition 7.1:1 the Company shall at its option either replace them free of charge or allow the Customer a credit for their invoice value.
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| 9.2:2 |
In all other cases, unless otherwise agreed in writing, the Company shall not be liable where the Goods are lost or damaged in transit and all claims by the Customer shall be made against the carrier and replacements for lost or damaged Goods will be supplied by the Company if available at the prices ruling at the date of despatch.
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| 9.3 |
If the Company becomes liable to the Customer for breach of contract or otherwise the liability of the Company shall not exceed the invoice price of the Goods and shall not include any liability for consequential loss.
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| 9.4 |
Where only some or part of the Goods are not of merchantable quality or in accordance with the description of them the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claims shall be made by the Customer against or in respect of such other or other parts of the Goods.
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| 9.5 |
If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer warrants that the design or specification does not infringe the rights of any other person and shall indemnify the Company in respect of all claims and losses arising out of any such infringement whether alleged or actual. |
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FORCE MAJEURE |
| 10. |
The Company shall not be liable for any delay or other failure to perform the whole or any part of the Contract caused by factors outside the Company's control. |
