All contracts to which these conditions shall apply shall in all respects be governed by and construed in accordance with the Laws of England and the purchaser hereby agrees to submit to the non-exclusive jurisdiction of the English Courts.
Goods designated as standard stock by the Company will at the Company’s discretion be accepted for return to stock subject to being in appropriate condition and to a minimum handling charge of 25% provided always that such goods were originally purchased from the Company and that prior notice of intention to return is given. In such cases the purchaser shall be obliged to provide full details of supply date and associated documentation. In all cases the Company reserve the right to refuse to repurchase goods.
Where a purchaser orders goods or materials of a type, size or quality not produced by the Company in the ordinary course of its business, the Company will use all reasonable endeavours to execute the order. If it subsequently proves impossible, impracticable or uneconomical to complete the order the Company reserves the right to cancel the contract or the incomplete balance thereof, in which event the purchaser will only be liable to pay for such part of the contract as has been performed, the purchaser will be responsible for costs of materials and labour incurred by cancellations, or design changes, once the order has been accepted.
The purchaser shall indemnify the Company against all actions, costs (including the cost of de- fending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any paten, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the purchaser’s instructions whether expressed or implied.
Ownership in goods supplied by the Company will not pass to the purchaser until payment for such goods has been received by the Company in full. Until the time of actual payment to the Company of the total amount owing in respect of the goods the purchaser shall hold the goods as bailee for the Company and shall store the goods in such a way that they are separately identifiable from other goods of the purchaser. Prior to the time of actual payment for the goods the purchaser shall be entitled to use the goods in the normal course of business or to resell the goods to third parties in the normal course of business on the condition that the goods or any articles manufactured from or incorporating the goods and any amounts received from third parties for the goods or such articles are held by the purchaser for the Company in a separate bank account pending payment in full to the Company and the purchaser hereby assigns the Company all rights and claims that the purchaser may have against any such third party. The purchaser’s right to use the goods or to resell the same or any article manufactured from or incorporating the goods may be terminated forthwith upon the appointment of any Receiver or Liquidator of the purchaser. Nothing herein contained shall give the purchaser the right to reject the good or to rescind or repudiate the contract or refuse to pay for the goods in accordance with the contract.
The risk to the goods passes to the purchaser when the goods are despatched fro m the Company’s works and the Company accepts no responsibility for any damage, shortage or loss in transit. Claims for any damage, shortage or loss in transit should be made to the carrier, and any condition imposed by the carrier in relation to claims for damage, shortage or loss in transit should be complied with. Claims for damage, shortage or loss in transit where the Company’s own transport has been used must be made in writing within 48 hours of goods being received by the purchaser.
- The Company warrants in relation to goods of its own manufacture that it will (at its own discretion) either repair or replace any goods that are found within a period of 12 months (or otherwise stated) from the date of despatch of such goods from the Company’s works (“the warranty period”) to be defective or not in accordance with the contract or any express description or representation given or made on behalf of the Company in respect of such goods.
- The Company warrants in relation to goods not of the Company’s manufacture (including but not limited to parts and components supplied by others for goods manufactured by the Company) that in so far as it is able to do so give the purchaser the benefit of any express guarantee or warranty by the manufacturer or supplier of such goods and of any other rights which the Company has against the manufacturer or supplier in respect
- The purchaser’s remedies in respect of any claim under the foregoing express warranty or against any manufacturer or supplier as aforesaid or any claim under any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in relation to goods of the Company’s manufacture be limited to repair, replacement or refund of the purchase price as foresaid and any condition or warranty implied by law shall cease to apply after the expiry of the warranty period and in all other cases be limited to the enforcement of the above mentioned liabilities of the manufacturer or supplier.
- The Company shall not in any circumstances by liable for the damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential and any other remedy, which would otherwise be available in law, is hereby excluding except to the extent that such exclusion is prohibited by any rule of
- In particular (without prejudice to paragraph (4) of this condition) the Company shall not be liable for any costs of dismantling or reassembling any structure or equipment to remove any goods alleged to be defective or not in accordance with the contract or any description or representation as aforesaid or for any other removal costs or for any transport costs in relation to such
- The foregoing rights of the purchaser shall only be enforceable where it is shown that the goods have not been abused or subject to excessive use, have not been used, installed or stored otherwise than in accordance with the Company’s or any suppliers or manufacturers instructions or recommendations and have been properly tested in accordance with any instructions or recommendations, have not been used or installed otherwise than in accordance with good engineering principles or recognised standards and have not been used in an unsuitable environment or
- A claim in relation to any goods in accordance with any of the foregoing provisions will not entitle a purchaser to cancel the contractor any part thereof or to refuse to take delivery of or pay for any other goods whether under the same or any other contract.
The Company shall be under no liability if it is unable to carry out any provision of any contract (including delays in delivery) for any reason beyond its control including without prejudice to the generality of the foregoing Act of God, fire, inclement or exceptional weather conditions, official or unofficial industrial action (whether at the Company’s premises or elsewhere), hostilities, shortage of labour, materials, power or other supplies, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company’s control or of an unexpected or exceptional nature.
- Save where stated to the contrary, delivery of goods shall be “ex-works”.
- Where the Company agrees to arrange for delivery elsewhere using a carrier or other third party for the purpose of delivery then unless the Company agrees otherwise in writing: –
- Where goods are sold O.B. the Company’s responsibility shall cease when the goods are placed on board ship without the need to give notice to the purchaser and the provision of Section 32 of the Sale of Goods Act 1979 shall not apply;
- In other cases, the Company’s responsibility shall cease when the goods are put in charge of the
- Where goods are delivered by the Company or its agents it is done so on the under- standing that the delivery point is on hard roads and that the purchaser is responsible for off-loading and storage thereof.
- All delivery dates quoted or specified in the contract are estimated only and unless otherwise agreed by the Company in writing, time shall not be of the essence of the contract. Lead times shall be computed from the day of the Company’s acceptance of order.
- The Company shall not be liable in any circumstances for delay caused by the purchaser in giving detailed instructions on approval of drawings, diagrams or specifications or by variations requested by the purchaser or by delays on the part of third parties supplying goods and/or materials to the Company (whether or not nominated by the purchaser).