PTFE Teflon Terms & Conditions
Unless otherwise agreed in writing the following provisions apply to all sales:
1.0 Definitions
In these conditions “Seller” means PTFE Applied 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.