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 to the exclusion of all other terms. These Terms, together with the description and price of the goods and any data sheets provided to the Buyer, 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 three days after notification that the Goods are ready for dispatch to collect or to give instructions for delivery. If the cost of raw materials of manufacture of any Goods shall increase before the date of a delivery , the Company may give written notice of the price increase to the Buyer which sum shall be payable in accordance with this clause.
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 including but not limited to accrued storage costs, together with all incidental costs relating to the sale, but less the net sales proceeds realised.
Payment:Nett payment of the invoiced price shall be made within 30 days from the date of the invoice. Time for payment shall be of the essence of the contract. Where the Buyer becomes subject of an Insolvency Event (as defined below) any and all amounts whether due for payment or not 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 reasonable administration costs (subject to a minimum of £25.00)and interest at the rate of 7% over the base rate of HSBC Bank PLC, until payment in full or judgment whichever is sooner, on all overdue accounts.
Risk:The risk in the Goods shall pass to the Buyer on delivery. Where Goods are delivered by or on behalf of the Company, 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 by or on behalf of the Buyer, delivery shall take place upon collection from the Company's premises or three days after notification that the Goods are ready for dispatch, whichever is the earlier.
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. Until such time as 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 of their location. In any event that the Buyer shall make default in paying for any Goods for seven days from the due date for payment, 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 (“Insolvency Event”), 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 re-sell the Goods. Subject to the above, the Buyer may use or sell the Goods in the ordinary course of business. Where this clause applies and the Goods are being purchased for re-sale, 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 all necessary information or 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 or 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 only that the Goods will correspond as to the quality and description with the Company’s own specifications as set out in each product data sheet and all other terms conditions or warranties relating to the quality and/ or fitness for any particular purpose whether express or implied are excluded to the fullest extent permitted by law.
It is therefore the Buyers responsibility to satisfy itself by inspection and testing of samples prior to placing any orders as to the purpose for which he requires the Goods and or particular conditions of use that will apply to the Goods and or the suitability or performance of the Goods when used in combination with any other Goods or materials, in any specific environment and in any process.
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 foregoing, 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.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 Goods or at the Company's option to replacing the Goods at the agreed 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 is used, the Buyer warrants that the use of such specification for the manufacture or supply of the Goods shall not infringe the rights of any third party and shall indemnify and save harmless the Company from 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 in writing by the Company, 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 pre-paid 1" class post or fax to the party concerned at its registered office or last know address. Notices sent by 1" 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.
The Company warrants only that the Goods will correspond as to the quality and description with the Company’s own specifications as set out in each product data sheet and all other terms conditions or warranties relating to the quality and/ or fitness for any particular purpose whether express or implied are excluded to the fullest extent permitted by law. It is therefore the Buyers responsibility to satisfy itself by inspection and testing of samples prior to placing any orders as to the purpose for which he requires the Goods and or particular conditions of use that will apply to the Goods and or the suitability or performance of the Goods when used in combination with any other Goods or materials, in any specific environment and in any process. In no event shall the Company be responsible for special, incidental or consequential damages, whether the claim is in contract, negligence or otherwise.