Definitions
The
Company means Warton Metals of Grove Mill, Commerce Street,
Haslingden, Lancashire BB4 5JT England.
The
Buyer means, the person, firm or company with whom any contract
to sell goods is made by the company, directly or indirectly.
The
Goods means the products the subject of the contract between
the Company and the Buyer together with any packaging, documents
and literature.
General
These
are the only terms and conditions on which the Company is
prepared to deal with the Buyer and shall override any terms
contained in the Buyer's communications and correspondence.
These Terms, together with the description and price of
the goods, embody the entire understanding of the parties
and supersede any prior promises, representations or statements.
No variation to these terms shall be effective unless agreed
in writing by a director of the Company.
The Company reserves the right to make changes in the specification
of the goods in order to comply with safety or other legal
requirements or which do not materially affect their quality
or appearance.
Prices
Prices
quoted are valid for 30 days or until earlier acceptance,
after which they may be altered by the Company without notice
to the Buyer.
All prices are stated ex-works, exclusive of VAT and the
cost of delivery will be charged separately. In addition
to the quoted price, the Buyer shall pay reasonable charges
for special packing arrangements made at the Buyers request
and for storage of goods where the Buyer fails within four
days after notification that the goods are ready for dispatch
to collect or give instructions for delivery.
If the
cost of raw materials of manufacture of a delivery shall
increase before the date of a delivery of the goods due
to events beyond the Company's control, the Company may
give written notice of the price increase to the Buyer.
The Buyer may within 7 days of receiving the notice (other
than a notice only relating to transport costs) by written
notice terminate the contract with respect to all Goods
delivered or in transit at the time of receipt of such notice
('Future Goods'). Upon such term neither party shall have
any liabilities to the other in respect of Future Goods.
Delivery
The
Company states delivery dates in good faith and uses all
reasonable efforts to conform, but shall not be held liable
to make delivery by or within any specified date or period
but only to deliver within a reasonable time having regard
to the time of receipt of all necessary information.
The Company shall not be liable to compensate the Buyer
for any indirect or consequential loss whatsoever arising
by reason of the Company's failure to deliver Goods at a
specified time or within a reasonable time.
If a Buyer refuses or fails to take delivery of goods in
accordance with the Contract, the Company shall be entitled
to immediate payment in full for the goods so tendered.
The Company shall be entitled to store the goods and the
Buyer shall pay, in addition to the purchase price, all
costs of such storage and any additional costs incurred
by the Company.
After
a period of 3 months, the Company shall be entitled to dispose
of the goods, and the Buyer shall remain liable for any
amount payable, together with all incidental costs relating
to the sale, but less the net sales proceeds realised.
Payment
Net payment of the invoiced price shall be made within 3
days from the date of the invoice. Time for payment shall
be of the essence of the contract.
Upon the happening of any of the events set out, all periods
of credit shall cease and all amounts due to the Company
under any contract between the Company and the Buyer shall
become immediately due and payable.
The
Company shall be entitled to charge administration costs
of £25.00 and interest at the rate of 5% over the
base rate of HSBC Bank PLC, until payment in full, on all
overdue accounts.
Risk
The
risk in the Goods shall pass to the Buyer on delivery. Where
goods are delivered, delivery shall be complete upon offloading
of the Goods at the Buyers premises or at the destination
specified by the Buyer, or point of shipment if exporting.
Where goods are collected, delivery shall take place at
the Company's premises or three days after the goods are
invoiced, whichever is the earliest.
Retention
of Title
Ownership
of the Goods shall remain with the Company and the Company
shall retain the right of ownership of the goods until all
amounts due in relation to Goods supplied by the Company,
under any contract are paid in full.
Ownership
of the goods passes to the buyer, it shall hold them as
bailee and in a fiduciary capacity for the Company and shall
keep them readily identifiable as the Company's goods and
on request shall notify the Company at their location.
In any
event that the Buyer shall make default in paying for any
goods for seven days, or if the Buyer closes or threatens
to cease trading, is wound up, or makes any compensation
with creditors, calls a meeting for the purposes of winding
up or any of such composition or has a receiver appointed,
then the Buyer shall immediately cease to use or dispose
of the goods and shall on demand deliver the same to the
Company.
After
making such demand, the Company shall be entitled, without
incurring any liability to the Buyer, to enter the Buyer's
premises or any other premises where the goods are located,
to inspect, remove and resell the Goods.
Subject
to the above, the Buyer may use or sell the goods in the
ordinary course of business. If the goods are being purchased
for resale, the Buyer shall hold all proceeds of such sales
in trust for the Company and in separate account. The Buyer
hereby agrees forthwith on receipt of written notice from
the Company, to assign to the Company all rights and claims
which the Buyer may have against its customers arising from
such sales, until payment is made in full to the Company.
Nothing
in this clause shall entitle the Buyer to return any Goods.
Instalments
Where
no date or rate of delivery is agreed, the Company shall
be entitled to deliver the Goods in one or more instalments
and to invoice the Buyer for each instalment, when the instalment
is ready for delivery, which invoice shall be notice to
the Buyer that such goods are so ready. The rejection of
any instalment or part delivery shall not entitle the Buyer
to cancel the balance of that contract or any other contract.
Termination
& Suspension
Where
the Company is unable to manufacturer, supply or deliver
the Goods due to the Buyer's failure to supply necessary
information or to any other reason beyond the Company's
reasonable control then the Company may suspend further
performance of the contract for a period (not exceeding
three months) equal to the continuance of such impediment
or reduce the supply of goods.
Should
such failure continue after the end of any such period of
suspension the Company may terminate the contract by notice
in writing to the Buyer and should any such other reason
so continue then either party may terminate the contract
by notice in writing to the other.
If the
Buyer shall default in making any payment due to the Company,
if the Buyer's stated credit limit has be reached of if
the Company has reason to believe that any payment will
not be met by the Buyer when due, then the Company may suspend
further work or deliveries under any contact with the Buyer
and demand payment of all sums due and any further payments
in advance before making further deliveries.
If such
payment shall remain unpaid for seven days after such demand
the Company may terminate any such contract without incurring
any liability to the Buyer and without prejudice to any
claim it may have against the Buyer. Where a contract is
terminated or suspended under this condition the Buyer shall
pay to the Company the price of all goods appropriated by
the Company to the contact up to the date of such termination
or suspension and other sums due under the contract, or
a reasonable price for the work done and materials used,
whichever is the greater, and any interest, insurance, transport,
storage or other costs incurred by the Company as a result
of such termination or suspension.
Save
as aforesaid, the Buyer shall have no right to suspend deliveries,
to postpone performance of the contract or to terminate
any contract for any reason other than the Company's repudiation
of it.
Warranty,
Inspection & Claims
The
Company warrants that the Goods will correspond as to the
quality and description with the Company's own specifications
and the Company makes no other warranties, either express
or implied, and expressly disclaims any implied warranty
or fitness for a particular purpose. In no event shall the
Company be responsible for special, incidental or consequential
damages, whether the claim is in contract, negligence or
otherwise.
The
Buyer shall thoroughly inspect the Goods on delivery and
in any event before they are resold or otherwise dealt with
and shall be deemed to have accepted the Goods seven days
after delivery.
Claims
in respect of defects or errors of quantity or quality discoverable
on inspection shall be made within 14 days of delivery and
claims in respect of defects or errors not reasonably discoverable
on inspection shall be made within three months from the
delivery and the Company shall have no liability for any
defect error or omission not so notified to the Company.
Without
prejudice to the generality of the forgoing, if and to the
extent that the Solder Alloys as supplied by the Company
comprise lead free alloys, whereas the manufacture and supply
of such lead free alloys does not to the best of the Company's
knowledge infringe any patent or other third party rights,
it gives no warranties to this effect and it is the responsibility
of the Buyer (or in the alternative any ultimate user of
the Goods) to ensure that its use of the Goods, whether
in any process of manufacture or in combination with other
products, does not infringe patent or other rights of any
third party however arising, and the Company shall have
no liability to the Buyer or any other user of the Goods
in the event of any third party bringing any claim regarding
such use.
Liability
Where
the Goods or some part of them are alleged to be defective
or in breach of any obligation of the Company then:
The
Buyer shall notify the Company as soon as possible by telephone
or fax followed by postal notice and shall allow the Company
an opportunity to examine the Goods before they are resold
or otherwise dealt with.
The
Buyer shall give the Company a reasonable opportunity of
correcting any defects or errors at its own cost.
If the
Buyer agrees an allowance or replacement in respect of such
Goods, the same shall be accepted by the Buyer in full and
final settlement of all claims by the buyer.
The liability of the Company to the Buyer in respect of
such Goods, shall in all circumstances be limited to the
price of the actual goods proved to be defective, in breach
of warranty or unfit for any warranted purpose or condition
or at the Company's option to replacing the goods at the
agree point of delivery.
Except
in the case of death or personal injury caused by the Company's
negligence, the Company shall not be liable to the Buyer
and in particular
Shall not be liable to compensate the Buyer for any indirect
or consequential loss whatsoever.
Industrial
Property
All
samples, descriptions and specifications supplied by the
Company are the Company's exclusive property and shall not
be copied, analysed or reproduced without the Company's
prior written consent.
Where
the Buyer's specification are used, the Buyer warrants that
it is solely entitled to the same and shall indemnify and
save harmless the Company form and against all claims, actions,
liabilities costs and expenses arising as a result of work
done or goods manufactured or supplied by the Company in
accordance with those specifications.
Tolerances
The
Buyer accepts a tolerance of ±5% in respect of the
weight of Goods delivered to the Buyer as against the Company's
declared weights as conclusive.
Export
Unless
otherwise agreed, the export goods shall be covered by an
unconditional irrevocable letter of credit satisfactory
to the Company established by the Buyer in favour of the
Company, immediately on receipt of the Company's acknowledgment
of order and payable against invoices and bills of lading
and confirmed by a UK bank acceptable to the Company. The
letter of credit shall be for the contract price together
with any tax or duty payable by the Buyer and shall be valid
for at least three months or otherwise specified. The letter
of credit shall entitle the Company to payment on presentation
to the bank of documents as specified in the letter of credit.
The Company has the right to rescind the Contract if this
clause has not been compiled within a reasonable time of
its acceptance of the Buyers order.
The
Buyer shall indemnify the Company against any loss and expense
to the Company arising from the Buyers failure to hold or
to obtain in due time any requisite import licence, permit
or the like.
Waiver
Any
waiver, latitude or concession allowed by either part to
the other at any time shall not prevent such party from
exercising its full rights under the contract in any other
respect.
Set-Off
The
Buyer shall not be entitled to set off any claim against
payment of any amount due to the Company.
Jurisdiction
The
contract shall be subject to English Law and the Buyer shall
submit to the exclusive jurisdiction of the English Courts.
Notices
Any
notice hereunder shall be deemed to have been duly given
if sent by prepaid 1st class post or fax to the party concerned
at its registered office or last know address. Notices sent
by 1st class post shall be deemed to have been given, three
days after dispatch and notice sent by fax shall be deemed
to have been given on the date of dispatch.
