Terms of Business
of
MAHER LIMITED
(herein referred to as 'the Company')
|
| GENERAL |
| 1 |
All Contracts entered into for the sale or supply of goods between the Company and yourself (herein referred to as 'the Buyer') after the date hereof shall be subject to the following conditions. |
| 1.1 |
Any tender or quotation will have effect only for seven days (unless otherwise stated) from the date thereof and then will be subject to clause 1.2 |
| 1.2 |
A Contract to sell or supply goods shall be created only when the Company has accepted, in writing , an offer from the Buyer for the purchase by or supply to it of goods. |
| 1.3 |
These terms and conditions are the whole agreement between the parties and no other terms and conditions or verbal statements will be binding on the Company unless the Company expressly in writing otherwise agrees. |
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| PRICE |
| 2 |
The prices charged by the Company are stated net ex-Works and will be those ruling at the date of dispatch of the goods. The Company accordingly reserves the right in it's unfettered discretion to vary the price from that quoted or from that prevailing at the Contract date to take account of any rise and fall in the cost of materials, labour, services, transport or statutory charges between the date of the Contract and the date of dispatch. |
| 2.1 |
Should overtime be worked in respect of the goods before dispatch at the request of the Buyer the additional costs may be charged at the then current rate as an extra and added to the price. |
| 2.2 |
Any samples submitted by the Company shall be paid for by the Buyer at the equivalent price unless the Company in its discretion agrees to waive payment. |
| 2.3 |
Value Added Tax (or any other similar tax in force from time to time) shall be added to the Contract price of the goods and any samples. |
| 2.4 |
All goods are sold 'ex-works' unless otherwise stated, if the Company arranges or undertakes the carriage, freight, insurance and any other transport costs beyond the point of delivery such costs shall be for the customers account and shall not affect the provisions of the Contract as to the passing of risk. |
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| DELIVERY |
| 3 |
The goods shall be deemed to have been delivered to the Buyer at the moment of passing of the risk as mentioned in clause 6. |
| 3.1 |
The quoted time for dispatch or delivery shall not be of the essence of the Contract and shall run from the acceptance of the Buyer's order or if later the receipt by the Company of all necessary information and drawings to enable it to proceed with the order. |
| 3.2 |
The time for dispatch or delivery shall be extended by a reasonable period if delay in dispatch or delivery is caused by instructions or lack of instructions from the Buyer or by strikes, lockouts or other industrial action or any cause beyond the Company's reasonable control (including but not limited to failure of suppliers of raw materials or components to fulfill their Contracts with the Company). |
| 3.3 |
In all cases where the Contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate Contract and cancellation of any one instalment or part delivery shall not avoid or affect Contracts as to the other instalments or part deliveries. |
| 3.4 |
The Company reserves the right to dispatch and invoice any part of any order when available. |
| 3.5 |
If the Buyer refuses to take delivery of the goods, the Company will charge for return transport and storage. |
| 3.6 |
Storage If the Company should notify the Customer in writing when the goods are ready for dispatch or collection and if the Customer fails to call upon the Company to make delivery of the goods or to collect the same within 14 days of such notification, then the customer shall pay to the Company a reasonable charge for the storage and insurance of the goods from 14 days after such delivery notification until the Customer actually calls upon the Company to make delivery thereof or collect the same from the Company. |
| 3.7 |
Unless otherwise agreed in writing the Company reserves the right to charge the customer the cost of transportation on all orders. |
| 3.8 |
All hire processing, or storage of the Customer's materials is at the Customer's risk and the Company accepts no liability for any damage to or loss of such materials howsoever arising, including transportation to or from the customer's premises. |
| 3.9 |
The Company reserves the right to re-charge to the Customer any demurrage costs incurred in the event of vehicles being unduly delayed at the Customers or Consignee's works when delivering. |
| 3.10 |
The customer must examine the goods before he collects or accepts them and he must then sign a delivery note. Collection or acceptance of the materials by the Customer shall be conclusive evidence that he has so examined them and that (except as noted on the delivery note) they are free of defects which such examination ought to reveal. |
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| MEASUREMENTS AND QUANTITIES |
| 4 |
All goods supplied whether or not specifically made or cut to size are subject to a maximum 10% variance above or below the weight stated in the Contract. |
| 4.1 |
No claim for shortages, measurements, quantities or for material damaged in transit will be considered by the Company unless :-
(a)
An appropriately qualified signature i.e. 'material damaged (together with description of damage)
signed' is made by the Customer on the delivery note or
(b)
The Company is advised in writing , within three days of receipt of material.
(c)
'Unexamined' signatures are Not acceptable.
No allowance for claims for short weight will be made unless the Company is given the opportunity of verifying same within three days and advised in writing as above.
|
| 4.2 |
The Company warrants that the goods are within usual Mill tolerances or buyers specification requirements regarding quality and finish and if authorised by our Technical Department will replace or refund the price of any goods which do not comply with this warranty provided the goods are returned in the condition in which they were supplied, having firstly agreed to do so, within six months of delivery, in writing within three days of defect occurring. The Company is unaware of the use to which its goods will be put, all conditions and warranties as to fitness for purpose whether expressed or implied and whether arising by statute, custom of the trade or at common law are excluded. The Company shall not be liable for loss of profit, damage to plant, claim for work done, or for any consequential or special loss or damage sustained by the Buyer as a result of any break of Contract by the Company. Offcuts will only be supplied at the customers specific request. |
| |
| TESTING AND INSPECTION |
| 5 |
Testing and inspection if specified by the Buyer or his Agent may be at the Company's works or at an approved sub-contractors and such testing and inspection shall be final and conclusive as to the results thereof. |
| 5.1 |
The Company shall not be obliged to produce test and performance certificates or safety critical certificates unless requested by the Buyer and accepted by the Company in writing. |
| 5.2 |
The Company uses approved sub-contractor facilities for mechanical or metallurgical examination of its stocks and of materials and obtains appropriate mechanical or metallurgical test certificates. If requested by the Customer the Company will supply to the Customer a copy of any test certificate which may have been given to the Company by its suppliers or sub-contractors if available, but the Company does not warrant the accuracy of any such certificate and accepts no liability in respect thereof or for any loss resulting from an inaccurate or incorrect certificate. |
| |
| RISK |
| 6 |
Subject to Clause 6.2 below the risk in the goods shall pass to the Buyer on dispatch of the goods from the Company's works to the destination specified by the Buyer. |
| 6.1 |
The risk in the goods which under the Contract are to be delivered by the Company in its own transport shall pass at the time of unloading of the goods at the Buyer's works or at such other place as the Buyer may have specified. |
| 6.2 |
Where delivery is made by the Company's transport the Company shall not be liable
for any loss or damage of or to the goods in the course of transit unless the Company is
notified in writing within three days of delivery of the loss or damage complained of.
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|
|
| PAYMENT |
| 7 |
Unless the Contract is an export sale as defined in Clause 8 and subject to approval
of client payment is due on the last day of the month immediately following the month
of delivery of the goods. The time for payment shall be the essence of the contract.
|
| 7.1 |
In the event that payment is not made on or before the due date, interest shall be
payable by the Buyer on the sum due for the goods or on any outstanding part thereof
at 8% above bank base rate from time to time from the due date until payment is made.
The Company reserves the right at any time to demand full or partial payment before
proceeding further with an order.
|
| 7.2 |
Should default be made by the Customer in paying any sum due under any Contract the
Company at its option shall be entitled either to suspend supplies until the default
is made good or treat such default as a repudiation of the Contract in which case the
Customer shall (without prejudice to any right which the Company may have to return the
goods or the payment of any compensation or damages by the Customer) pay the Company's
reasonable charges incurred in the course of all preparation of any kind whatsoever made
by the Company or in the course of any part performance of the Contract by the Company.
| (a) |
in addition to any rights which the Company may have by law, the Company shall also have a
general lien over all goods in its possession belonging to the Customer or held to the Customer's
order or which may have been sold or agreed to be sold to the Customer, whether paid for or not, for
any moneys due from the Customer to the Company.
|
| (b) |
if any lien (whether general as above or particular), is not satisfied within four weeks after payment
of such moneys is due to the Company may give to the Customer at its last known address four weeks notice
drawing attention to the substance of this term, and on the expiration of such notice the Company may at its
absolute discretion sell such goods as agents for the Customer and apply the proceeds towards the moneys due
and then expenses of sale, and shall upon accounting to the Customer for the balance remaining, if any, be discharged
from all liability whatsoever in respect of the goods.
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|
| |
| EXPORT SALES |
| 8 |
This condition shall apply if the Contract is an Export Sale that is to say a Contract between the Company
and a Buyer which is outside Great Britain.
|
| 8.1 |
The Company shall discharge its obligations by presentation of the shipping documents i.e. the invoice and Bill of Lading or Delivery Note
to the Buyer or his Agent. Where the Contract is on CIF or C & F terms the Bill of Lading shall be freight
prepaid and in the case of a CIF Contract the certificate of insurance shall be deemed to be a shipping document.
|
| 8.2 |
The Contract price shall be paid a) against presentation of the shipping documents and an irrevocable letter of
credit in pounds sterling issued by a London Clearing Bank for the said price which shall be presented to the Company
at least three working days before shipment or b) if the contract has been agreed on open account trading terms, the
Contract price shall be paid in conjunction with those terms.
|
| 8.3 |
The Buyer hereby warrants that if an Import Licence or permit is required for the importation of the goods into the
country of destination then such Import Licence or permit has been obtained or will be obtained prior to shipment.
|
| 8.4 |
Where goods are sold FOB the responsibility of the Seller should cease immediately the goods are placed on board
ship and the Seller shall be under no obligation to give the Buyer the notice specified in Section 32/3 of the sale
of Goods Act 1893.
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|
| TITLE |
| 9 |
Until full payment for the goods has been received by the Company
|
| 9.1 |
The property in the goods shall remain in the Company. |
| 9.2 |
The Buyer shall keep and store the goods in such a manner that they can be identified as being the property
of the Company.
|
| 9.3 |
The Buyer's power of sale shall automatically cease if a receiver or manager is appointed over any of the
assets or the undertaking of the Buyer or a winding-up petition is presented against the Buyer or the Buyer
goes into voluntary liquidation or calls a meeting of or makes any arrangement or composition with creditors
or commits any act of bankruptcy.
|
| 9.4 |
Upon determination of the Buyer's power of sale under clauses 9.2 and 9.3 the Buyer shall place the goods at
the disposal of the Company who shall be entitled to enter upon any premises of the Buyer for the purpose of
removing goods from the premises (including severance's from the realty where necessary)
|
| |
| QUALITY |
| 11 |
No condition or warranty, express or implied is given by the Company as to the quality or fitness
of the goods for any particular purpose unless such purpose is expressly notified to and expressly
warranted by the Company in writing.
|
| 11.1 |
The liability of the Company in respect of or consequent upon any such defect whether in original or
replaced material shall not extend to any damage suffered by the Buyer or any third party whether by way
of consequential damages or loss of profit or otherwise.
|
| |
| GENERAL LIABILITY |
| 12 |
Subject to Clause 11 relating to quality, the Company shall not be liable for any loss of profit damage to plant
machinery or extra expenditure of any consequential or other loss suffered by the Buyer or by any third party
through a breach of any of its obligations under the Contract or through the negligence of the Company or its
employees agents or Contractors (except in the case of personal injury or death).
|
| 12.1 |
The Company shall be under no liability for any delays loss or damage caused wholly
or in part by war, civil commotion, act of God, or by any act done or not done
pursuant to a trade dispute whether such dispute involves the Company's servants or not.
|
| 12.2 |
The Company shall not be granted all necessary time and other indulgences necessary in
the event of fire, breakdown of machinery or other circumstances beyond its reasonable
control and shall not be liable for any delays loss or damage caused thereby.
|
| |
| COMMERCIAL RIGHTS |
| 13 |
The Buyer shall indemnify the Company against all costs expenses loss or damage incurred by it
arising as a result of any claim or proceedings for or on account of infringement of letters patent
trademark or trade name or registered design or any other protected right in relation to goods supplied
by the Company and which were manufactured or designed by the Company in accordance with specifications
and or drawings produced to the Company by the Buyer or on its behalf.
|
| 13.1 |
Having manufactured designed or assembled products to specifications supplied by the Buyer the Company
shall in no way be liable for any loss or damage of whatsoever nature arising in any way out of the use
of defective designs specifications or information supplied by or on behalf of the Buyer which will keep
the Company fully and effectually indemnified in respect thereof.
|
|
| CANCELLATION |
| 14 |
Orders placed cannot be cancelled except with the Company's consent in writing and a charge made and
on terms which will indemnify the Company against loss , and goods returned without the Company's
consent will not be accepted for credit.
|
| |
| TERMINATION |
| 15 |
The Company shall be entitled without prejudice to its other rights whether under this Contract or under
general law to terminate the Contract or at its option to suspend further deliveries in any of the
following events :
|
| 15.1 |
If the Buyer has not paid any sum due after written demand has been made for payment thereof or if the
Buyer shall fail to provide any letter of credit bill of exchange guarantee or other security required by the
Contract
|
| 15.2 |
If the Buyer shall fail to take delivery of any goods under the Contract otherwise than in accordance
with the Buyer's Contractual rights
|
| 15.3 |
If any event mentioned in clause 9.3 of these conditions shall occur |
| 15.4 |
If the Buyer is in breach of Contract |
| 15.5 |
If performance of this Contract by the Company is prevented delayed or interrupted by rules, regulations,
requisitions or orders of the Government or any Local Authority or war, strike, accident, fire or shortage
of labour or materials or non-delivery by the Company's suppliers or damage to or destruction of the whole
or part of the goods or any other cause beyond the Company's reasonable control and in the event of the
Company lawfully suspending delivery under this clause it shall be entitled as a condition of resuming delivery to
impose such conditions as to payment and or as to the provision of security for payment as it may reasonably require.
|
| |
| STATUTORY LIABILITY |
| 16 |
Should any limitation of the Company's liability contained in these conditions be held to be valid under any
applicable statute or rule of law it shall to that extent only be deemed omitted but if the Company thereby becomes
liable for loss or damage such liability shall be subject to all other relevant limitations contained in these
conditions
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| |
| PROPER LAW |
| 17 |
The above conditions shall be construed according to the laws of England and the Company and the Buyer submit to
the jurisdiction of the Courts of England in connection with any dispute or proceedings arising out of any Contract
containing these conditions
|
| 17.1 |
If the Law determines that any one section of the Contract is void, that clause only will be void from the Contract.
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| |
| SUB-CONTRACTING |
| 18 |
The Company reserves the right to sub-Contract the whole or any part of the Contract
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