Unless otherwise agreed in writing
the following provisions apply to all sales:
1.0 Definitions
In these conditions “Seller” means Fluoro Precision
Coatings Ltd. “Buyer” means the person, firm,
company or other body to whom this document is addressed
and “Goods” means the products/articles which
are the subject of an order issued by the buyer.
2.0 General
Any order from the Buyer shall be an offer and shall not
be binding upon the Seller unless the Seller notifies the
Buyer in writing signed on behalf of the Seller by a duly
authorised representative that the Seller will execute the
order. The offer shall be deemed to be made upon the following
terms and conditions and any qualification of these terms
or conditions by the Buyer and any other term or conditions
which the Buyer seeks to impose will be inapplicable unless
expressly accepted in writing similarly signed.
3.0 Contract Price
The contract price is that stated on the quotation, letter
or fax hereof unless subsequently modified by the Seller
in writing signed by a duly authorised officer, but subject
to the following:
Taxes are not included in the price. All value added tax
and other sales, purchases, excise, use or similar taxes,
duties or charges by any Government or authority, which the
Seller may be required to pay or collect shall be in addition
to price stated and shall be paid by the Buyer.
All prices are subject to variation to the extent of
any effect upon the cost of producing Goods or carrying
out the
contract work of any change after the date hereof in labour
costs or costs of materials.
Costs of or occasioned by:
(i) any special and/or extra test required by the Buyer
or relevant authority, or
(ii) any modification, or any variation in specification
or design required by the Buyer, or
(iii) rectification of errors in drawings, specifications
or schedules provided by the Buyer, or
(iv)faulty materials or unsuitable, worn or incomplete
tooling supplied by the Buyer, or
(v) any special method of delivery and/or packing required
by the Buyer, or
(vi) any increase or decrease in rates of production or
in quantity required by the Buyer and agreed by the Seller,
to be additional.
In relation to b) and c) above, the certificate of the
Seller as to such additions cost is to be binding.
4.0 Prices
Unless otherwise stated, all prices are ex-works.
5.0 Terms of Payment
All accounts are payable 30 days following the date of
the invoice. Punctual payment is of the essence of the
contract.
If the Buyer fails to pay by the due date, or becomes bankrupt
or insolvent, commits any act of bankruptcy, fails to meet
liabilities as they occur or enters into liquidation, or
if a Receiver is appointed of the Buyer or any of the Buyer’s
assets the Seller may, without prejudice to its other rights
and without thereby incurring any liability to the Buyer,
(1) decline to deliver and undelivered Goods until the Buyer
has paid and/or given guarantees satisfactory to the Seller
for all past and future deliveries and (2) terminate the
contract if payment or guarantees are not made within 14
days of the Seller requesting them and re-sell any undelivered
Goods and retain the sale proceeds.
The Seller reserves the right to charge interest at the
rate of 1.5% per month on all overdue accounts.
6.0 Specifications
Specifications, drawings, particulars of weights and dimensions,
illustrations and other information contained in the Seller’s
price list, quotations, advertising matter or other publications
do not form part of the contract unless expressly incorporated
in it in writing.
The Seller is at all times entitled to alter or vary or
modify, with the intention of improvement, rationalisation
or product
development, the specification of Goods.
7.0 Warranty
Unless expressly stated otherwise no condition is made
or implied nor is there any warranty given or implied as
to
the life or performance of the goods supplied or that they
will be suitable for any particular purpose or for use
under any specific conditions notwithstanding that such
purpose
or condition may be known or made known to the Seller.
The Buyer shall be responsible for all testing and inspection
of the delivered goods.
All other conditions and warranties in relation to Goods
supplied (whether express or implied and whether statutory
or otherwise) are hereby excluded and extinguished and
neither the Seller nor its servants or agents shall be
under any
liability whatever for any personal injury, or for any
loss or damage of whatever kind (howsoever such personal
injury,
loss or damage be caused) arising directly or indirectly
out of or in connection with the design, manufacture and
supply of such Goods.
The above Warranty shall not apply to any defect caused
in whole or in part by any alteration or addition to Goods
(other
than by the Seller) or by use or storage of Goods contrary
to any written instructions of the Seller or for purposes
for which Goods were not designed or by faulty installation,
maintenance, or repair by the Buyer or any third party.
8.0 Liability
The Seller shall incur no liability in respect of any defect
or other matter, which is attributable to failure to follow
any recommendations or advice given by the Seller, or as
to the sufficiency or suitability for purpose of Goods.
In no circumstances shall the Seller incur any higher liability
to the Buyer than the total of the sums paid by the Buyer
to the Seller for Goods in respect of which the liability
arises.
9.0 Defects
If the Buyer becomes aware of any defects in Goods during
the warranty period, the Buyer will within five days supply
the Seller with written particulars of such defects and
provide all necessary access and all reasonable facilities
to ascertain
and verify the nature and cause of the defect. In the event
of any claim being presented and found on investigations
by the Seller to be outside the scope of this Warranty,
the costs of such investigation shall be paid by the Buyer.
The
Seller may request the Buyer to return, carriage paid,
to the Seller all Goods alleged defective under Warranty
but
the Buyer shall not return such Goods without the written
consent of the Seller.
10.0 Buyer’s Designs
The Buyer shall indemnify the Seller against all claims
for infringement of any patent or other industrial or intellectual
property rights resulting from the use or possession of
any
design, drawing, information, documentation or other article
or thing (whether of a similar nature or not) supplied
by or on behalf of the Buyer.
11.0 Delivery
Any periods quoted for delivery or completion shall be
dated from receipt by the Seller of a written order from
the Buyer.
Where a fixed delivery or completion date is quoted, the
time for delivery or completion shall be extended by an
appropriate period if the Buyer’s order is not received by the
Seller within ten calendar days after the date of the Seller’ quotation.
Receipt of Goods by the shippers or other carriers appointed
by Buyer shall constitute delivery.
12.0 Force Majeure
The Seller shall incur no liability for any failure to
perform or for any delay in performing the contract or
any part thereof
caused by in whole or in part by act of God, embargo, government
act, fire, accident, war, act of terror, riot, inclement
weather, strikes, lockouts, trade disputes or labour troubles,
breakdown of plant or machinery, inability to obtain adequate
labour, materials or manufacturing facilities or any other
cause, whether of a similar nature or not, beyond the control
of the Seller.
13.0 Disclosure and Use
The Buyer shall not reproduce or transmit or communicate
to a third party or utilise otherwise than in connection
with Goods, any drawing, plan or technical information
or know-how supplied or communicated by the Seller or any
part
thereof except drawings or plans which may expressly be
agreed to be the property of the Buyer.
14.0 Inventions
Unless otherwise specifically stated in the contract all
inventions, designs, tooling or processes evolved during
or as a result of work carried out under the Contract shall
rest in and be the sole property of the Seller.
15.0 Tooling and Free Issue Parts
All special tooling required to produce Goods covered by
the Buyer’s order shall be and remain the property
of the Seller. The term “Tooling” shall include
but not be limited to such items as forms, jigs, mandrels,
fixtures and other special equipment which is required to
produce the Goods and the Seller’s decision as to what
constitutes “Tooling” shall be final. Where Free
Issue Parts are provided by the Buyer for the production
of Goods the Buyer shall be responsible for the quality and
quantity of Free Issue Parts so provided.
16.0 Legal Construction
The validity, construction, performance and interpretation
of the contract and any others arising hereunder, shall
be governed by the laws of England and any dispute arising
between
the parties shall be litigated in the English Civil Courts
to the exclusive jurisdiction of which the Buyer submits.
The Uniform Law on the International Sales of Goods shall
not apply.
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