Terms and Conditions
CONDITIONS OF SALE.
1. The addressee of the document (hereinafter called "The Buyer") does not enter into any agreement with Chevin Tools Ltd, (hereinafter called "The Seller") for the purchase of these goods in reliance upon any written/oral or implied representation or any collateral/agreement or after receiving any inducement to enter into such agreement or to agree with any term hereof.
2. The sellers only do business upon and subject to the terms and conditions set out in this document and, in the event of any such order containing any terms or conditions inconsistent herewith, then these terms and conditions shall prevail and such inconsistent terms and conditions shall be disregarded and of no effect in construing such order and any contract following thereupon, which contract shall include the terms and conditions set out on this document.
3. Quotations, unless previously withdrawn, remain open for thirty days from the date thereof. No order based on such quotation shall create any binding contract between the Buyer and the Seller unless and until the Seller has accepted such order in writing.
DESIGNS AND DRAWINGS
4. Where the Seller prepares designs or drawings to meet the Buyers requirements: -
a. The Buyer shall approve such designs and drawings in writing and until such approval has been given the Seller shall be under no liability to the Buyer and the time for delivery shall not begin to run.
b. The Seller shall not in any event be responsible for the correct functioning of the goods.
5. Where the goods are manufactured to designs submitted by the Buyer, the Seller shall be under no liability for the correct functioning of the goods.
6. If it should come to the notice of the Seller that any work done or any goods to be supplied under this contract infringe or are alleged to infringe any patent, registered design, copyright or other rights in the manufacture of goods, then the Seller shall have the right to cease the manufacture of these goods or to be bound by this contract and shall retain the title to such goods as have been manufactured and the Buyer shall indemnify the Seller against all claims made by any person against the Seller for such infringement or alleged infringement or for royalties and against all costs, expenses or other payments arising therefrom and Shall pay to the Seller the value of the work done on and the materials used in the manufacture of the goods prior to such cessation of manufacture.
7. The Buyers order must be accompanied by sufficient detailed technical information to enable the Seller to proceed with the order forthwith, in the event that such information differs from that on which the quotation is based and involves the alteration of the quotation, the Seller may increase the price quoted herein to cover any increase in the cost that alteration may incur and amend the delivery date.
8. If, after the Seller has accepted an order, the Buyer requires any alteration in the goods quoted for, the cost of such alteration shall be paid by the Buyer to the Seller.
9. Any increase in the cost of labour and/or materials arising after the acceptance of order and met by the Seller will be notified to and will be borne by the Buyer.
10. Orders accepted by the Seller cannot be cancelled by the Buyer except upon terms which indemnify the Seller against any actual or anticipated loss.
11. The Seller shall not be liable to the Buyer for any delay in the performance of this contract caused by or resulting from any strike, lockout, breakdown, war, fire, accident, shortage of materials or fuel or any other cause whatsoever outside the control of the Seller. If the dates of delivery shall be extended by these terms and conditions or delayed in the circumstances set out above, the Seller may upon the occurrence of such circumstances giving rise to such extension, or during such delay determine this agreement without any liability to the Buyer by reason of this agreement.
TERMS OF PAYMENT
12. One third with order
One third on delivery of goods
One third within 30 days of delivery on upon satisfactory trial, whichever is the earlier.
13. The price on prices quoted herein are ex-works.
14. Delivery dates are given in good faith at the time that the quotation is submitted but are not guaranteed by the Seller and are not of the essence of any agreement based thereon. Time of delivery dates from acceptance of order shall be extended in the event of late delivery of technical information, drawings, specifications or models by the Buyer and in the event of any alteration in the goods quoted for being required by the Buyer
15. Each delivery shall be considered a separate transaction and any failure to effect one delivery shall not effect the due performance of this agreement as regards other deliveries.
16. In no circumstances will the Seller be liable to the Buyer for any loss of profit or turnover or any other consequential losses of any description, howsoever occasioned.
Where the quotation includes delivery:-
(a) Any claims for non-delivery must be made in writing to both the carriers and the Seller within ten days of advice note or within such period as may be specified by the carrier whichever is the shorter.
(b) Any claims in respect of goods damaged in transit or shortages in delivery must be made to both the carriers and the Seller within three days of delivery.
If the Buyer fails to comply with any of the requirements of this paragraph or to do all things necessary to protect and further any claim which the Seller may have against the carrier or does anything which adversely affects or invalidates such claim, then the Seller shall in no way be liable to the Buyer for any non-delivery, damage in transit or shortages in delivery.
17. In the event of any goods Supplied by the Seller being defective by reason of faulty materials or workmanship the Seller will replace such goods within a reasonable time provided the Seller is given written notice thereof by the Buyer within fourteen days of the receipt of such goods by or on behalf of the buyer and it is expressly agreed between the Seller and the Buyer that it is practical for the Buyer fully to examine, sample, test and evaluate the goods and to give notice within ten days of such receipt. The Seller shall in no circumstances be liable for the cost of any such examination, sampling, testing or evaluation, whatever the result thereof.
18. If goods supplied by the Seller are altered, adapted or repaired by any person other than one authorised by the Seller in writing or otherwise than as authorised by the Seller in writing, all liability of the Seller to the Buyer under this agreement for such repair or otherwise shall cease.
19. Save as is herein expressly stated all contractual terms, conditions and warranties, whether expressed or implied by common law, statute or otherwise, are hereby expressly excluded and the Seller shall not be liable to the Buyer under this agreement or any contract collateral therewith or thereto or in respect of any representation or misrepresentation in any way connected with or leading to this agreement or the making thereof; and the Seller shall not be liable to the purchaser, his servants or agents, for any damages or in any way for any act, default or omission of the Seller, his servants or agents, whether the same is alleged to arise out of or to be occasioned by negligence, breach of contract or statutory duty or otherwise. The Buyer shall indemnify the Seller against all claims, costs and expenses in respect of any actual or alleged loss or damage arising out of the design, construction, manufacture, supply or delivery of these goods and sustained or alleged or have been sustained by the Buyer or any third party, whether a servant or agent of the Buyer or otherwise, arising out of or being occasioned by the negligence, breach of contract or statutory duty or otherwise of the Seller, his servants or agents, after the Buyer has received the goods or any pant thereof.
20. The Seller shall in no case be liable to the Buyer for any consequential loss or damage howsoever arising or occasioned, whether by the negligence, breach of contract or statutory duty or otherwise on the part of the Seller, his servants or agents.
21 Payments areas detailed above or, if not so detailed, nett 30 days. The Buyer shall be liable to the Seller at the rate of 1% in excess of minimum lending rate on any sums overdue under this agreement from the date when such sums become due until payment.
TITLE AND RISK
22. Title to goods supplied by the Seller remains vested in the Seller until the Purchase Price and all other monies owing by the Buyer in relation to those goods or the price are paid in full. Pending such payment the goods as supplied should be insured by the Buyer to their full invoice value and should the Seller deem it necessary to repossess the goods, then access must be allowed at all times.
23 If any question, dispute or difference shall arise between the Buyer and the Seller at any time in relation to or in connection with this contract or the goods the subject hereof, either party shall give written notice to the other of such question, dispute or difference and the same shall be referred to arbitration in England by a single arbitrator to be mutually agreed upon or, in default of such agreement, to be appointed by the President for the lime being of the Gauge and Tool Makers Association. Any such submission to arbitration should be in accordance with and subject to the provisions of the Arbitration Act 1950 or any statutory modification or reenactment thereof.
24 The Purchase price does not include the cost of any special tests required by the purchaser whether at the works of the Vendor or on site.
25. Tool Proving (if specified) will be carried out using material supplied by the buyer and shall identical in specification to that used in final production.
26. This contract shall be construed, operate and be enforced in all respects as a contract made in England in accordance with the laws of England and the Buyer shall submit to the jurisdiction of the Appropriate English Count.