CONDITIONS OF SALE
The acceptance of this quotation includes acceptance of the following terms and conditions unless a variation thereof has been expressly agreed in writing by us. By accepting the quotation the Buyer agrees that its own conditions (if any) shall not apply to the contract as hereinafter defined.
The contract shall comprise our quotation and the Buyer’s written order. Unless previously withdrawn the quotation is open for acceptance within 60 days from this date hereof. Once the contract is made it cannot be cancelled, deferred or altered by the Buyer except with our agreement in writing.
Subject to alteration as hereinafter provided the price is as stated in this quotation. The quoted price is based on our cost of production at the date of this quotation. In the event of any increase of our cost of production between the date of this quotation and the date of delivery we reserve the right to alter the price to cover such increase.
a) Time for payment shall be of the essence of the contract
b) A Buyer shall pay the price within 30 days following the end of the month in which our invoice is delivered. In the case of goods sold by instalment, each instalment shall be paid for separately and accordingly the provisions of this cause shall apply to each instalment.
The time for delivery or for performance dates from the receipt by us of the customers written Order. Any time of date quoted for delivery or performance is given as an estimate only and is not of the essence of the contract. We shall not be liable for any loss or damage howsoever arising to the Buyer or third parties as a result of failure to deliver or perform at such time or date.
The buyer shall be deemed to have accepted goods from date of delivery.
8. PROPERTY AND RISK
The property in goods manufactured by us or designs, drawings and other documents (the goods) prepared by us under the contract shall pass on the happening of whichever of the following events shall last occur (the last event):
a) Payment in full of the whole of the price
Payment in full of every other amount due for the Buyer to us whether under this contract or otherwise.
b) The satisfaction of all conditions to the contract.
Until the happening of the last event the Buyer shall if the goods are in it possession keep them as a bailee and store them separately from all other goods, designs, drawings and other documents the Buyer’s possession in such a way that they are immediately identifiable as our property.
The Buyer shall be entitled to sell the goods only on condition that it shall sell them as our agent.
At any time before the last event we may notice in writing to the Buyer determine the Buyer’s right to sell the goods and if the Buyer is in possession of the goods the Buyer shall thereupon return them to us and shall in any event cease to be in possession of them without consent.
At any time after the giving of such notice we may enter any premises where the goods are or are reasonably believed to be and may remove the goods. Notwithstanding the foregoing the goods and any part thereof shall from delivery be at risk of the customer who shall insure the goods for the full purchase price hereunder or as subsequently varied of the period from the date of delivery until the passing of the property in the goods to the Buyer against loss or damage thereto or any part thereof.
a) Without a prejudice to the subsequent provision of this clause no warranty, condition or representation whether express or implied as to description, condition, quality or fitness of any goods hereby sold is given or implied. Any statutory or other warranty, condition or representation whether express or implied is hereby excluded and extinguished.
b) Where goods are manufactured or designs prepared for us in accordance with the Buyer’s requirements we shall not be liable for any claim made or threatened against us or the buyer for infringement of any letters patent, design, trade mark, copyright or any other title of right of any third party in respect of the goods, designs or any part thereof or the use thereof and the placing of the Buyer’s Order shall be deemed an undertaking by the Buyer to indemnify us against any claims in respect of such infringement and all costs legal and otherwise arising thereby.
c) Where goods are manufactured to designs submitted by the Buyer or prepared in accordance with the Buyer’s requirements we shall not be liable for the correct functioning of such goods.
d) Save as hereinafter provided we shall not be liable for any loss or damage whether direct or consequential and whether suffered by or occasioned to the Buyer, its employees or agents to a third party. Our liability for any loss or damage as in this sub-clause hereinbefore specified is limited to at our absolute discretion the supply of new goods or repair of defects which under proper use appear therein and arise solely from faulty design, materials or workmanship attributable to us within a period of three months after the goods shall have been first delivered at the termination of which period all liability on our part shall cease. Provided that such defective goods are promptly returned free to our works the repaired or new goods will be delivered to the Buyer free. Goods returned as faulty and found upon inspection to be correct will be returned to the Buyer at his expense and all costs thereby incurred by us will be charged and payable by the Buyer in full.
10. SUSPENSIONS AND TERMINATION
a) In the event of us being unable to deliver any goods or provide any services under the contract owing to lack of supplies, strike and other industrial action, lockout, fire, storm, flood, tempest, flood, Queen’s enemies, riot, civil commotion, explosion, breakdown, stoppage of machinery or without prejudice to the generality of the foregoing for any reason whatsoever we may suspend the contract by giving notice to the buyer and the delivery date shall be deferred by the period of duration of the suspension of the contract.
b) Any concession, latitude or waiver which we may allow the Buyer at any time will not prevent our subsequent exercise of our full rights under the contract.
11. LEGAL CONSTRUCTION
The contract and the above conditions shall be interpreted according to and governed by English Law which is hereby declared to be the proper law of the contract and the parties hereby submit to the jurisdiction of the High Court of Justice of England.