| 1 |
General |
| (1) |
These
Conditions are the only conditions upon which W. J. Furse
& Co Limited ("the Seller") is prepared
to deal with its customer ("the Buyer") and
they shall govern the contract to the entire exclusion
of any other express or implied conditions. |
| (2) |
These
Conditions may only be modified by a variation in writing
signed on behalf of the Seller and no other action on
the part of the Seller (whether delivery of the goods
or otherwise) shall be construed as an acceptance of any
other conditions. |
| (3) |
These
Conditions (as modified in accordance with paragraph (2)
and together with the matters referred to on the face
of the Seller's quotation) embody the entire understanding
of the parties and supersede any prior promises, representations,
undertakings or implications.
|
| 2 |
Basis
of Tender |
| (1) |
The
acceptance of the Seller's tender by the Buyer shall not
constitute a contract until such time thereafter as the
Seller has signified its willingness to accept the Buyer's
order. Any tender in whatever form given to the Buyer
is given subject to these conditions and does not constitute
an offer to sell. |
| (2) |
The
price for each consignment of the goods will be that expressed
on the Seller's quotation. Provided however that the Seller
may vary the price so expressed to the extent that the
cost to the Seller of acquiring the goods is increased
between the date on the Seller's quotation and the date
on which the goods are delivered to the Buyer including,
without prejudice to the generality of the foregoing,
any increase that is occasioned by reason of any variation
in the rate of exchange between the currency in which
the price is expressed and the currency in which any expenditure
is incurred in connection with the performance of the
contract. |
| (3) |
The
contract price is exclusive of value added tax or any
similar taxes, levies or duties, which will be added to
or charged on invoices at the appropriate rates. |
| (4) |
Without
prejudice to subclause (2) hereof the quoted prices of
copper-based items are calculated according to the London
Metal Exchange copper rate at the time of quoting. When
the Buyer's order is received these items will be costed
at the London Metal Exchange copper rate ruling on the
date of the receipt and the Buyer will be notified accordingly
should there be any variation in price.
|
| 3 |
Performance |
| |
Any
defect in goods manufactured by the Seller which may be
proved to be due to faulty material or workmanship within
a period of six months from the date of supply will be
made good by the Seller without charge if written notice
is given to the Seller immediately such defect is discovered.
In no case will the Seller pay for repairs made without
its prior knowledge or sanction, or for indirect damage,
and the Sellers liability is limited to the repair or
the replacement of the faulty goods delivered carriage
paid to the Sellers works for inspection and testing.
Liability in respect of goods not manufactured by the
Seller shall be limited to that provided in the conditions
imposed by the manufacturer thereof. In the event that
the Seller is found liable for any loss or damage suffered
by the Buyer, that liability shall in no event exceed
the purchase price of the goods.
|
| 4 |
Inspection
and Tests |
| |
If
tests other than those specified in the Sellers tender
or tests in the presence of the Buyer and/or the Buyers
representative are required, these will be charged to
the Buyer. In the event of any delay by the Buyer in attending
such tests after seven days notice that the Seller is
ready to proceed, the tests will proceed and shall be
deemed to have been made in the presence of the Buyer.
|
| 5 |
Packing |
| |
Packing
will be suitable for transport by road. All cases, drums
etc. shall be added to the Invoice and credit shall be
given for packing items returned in a re-usable condition
to the Sellers Store at the expense of the Buyer.
|
| 6 |
Payment |
| (i) |
Terms
of payment are as stated in the Sellers quotation. |
| (ii) |
The
Seller reserves the right to require payment in full before
commencing manufacture or delivery of goods ordered by
the Buyer. |
| (iii) |
If
any payment that is to be made by the Buyer to the Seller
is overdue, interest will be chargeable there on a daily
basis at an annual rate of 4 per cent above Lloyds Bank
Plc base rate from time to time applicable, until the
sum due is paid.
|
| 7 |
Delivery |
| (i) |
Unless
otherwise agreed, the prices quoted for the goods by the
Seller shall be exclusive of the costs of packing and
delivery, the same for which the Seller shall invoice
the Buyer separately. |
| (ii) |
The
carrier employed shall be entirely at the Sellers discretion
unless a carrier is nominated by the Buyer, in which case
the calculation of freight costs will be as quoted by
the nominated carrier. Any such nomination must be indicated
to the Seller before the Seller prepares its quotation. |
| (iii) |
Times
quoted for despatch are to date from receipt by the Seller
of a written order to proceed and of all information to
enable the Seller to put the work in hand. The Seller
will not be liable to the Buyer for any loss or damage
sustained by the Buyer as a result of any delay in delivery
or despatch of the goods where such delay is caused by
lack of instructions from the Buyer, strikes, lock-outs,
other industrial action, failure of the Sellers suppliers
to fulfill their obligations, or any other cause beyond
the reasonable control of the Seller. Should delay arise
through any such cause, the Seller may wholly or partially
suspend the performance of the contract but it shall not
be cancelled. |
| (iv) |
If
the Buyer being a company shall pass a resolution or suffer
an order of a court to be made for its winding-up, or
if a receiver shall be appointed, or if a petition for
the appointment of an administrator shall be presented
in respect of it, or being an individual or partnership
shall suspend payment or propose to enter into any composition
with creditors or become unable to pay its debts (or have
no reasonable prospect of so doing) or suffer a bankruptcy
order, then the Seller may without prejudice to any other
right rescind the contract, or suspend or cancel delivery
or recover the possession of any goods for which payment
in full has not been received.
|
| 8 |
Risk
and Property |
| (i) |
The
risk in the goods shall pass to the Buyer, upon delivery
of the goods to the Buyer, or to any carrier acting on
behalf of the Buyer. |
| (ii) |
The
property in the goods shall not pass to the Buyer until
the full price of the goods and goods which are the subject
of any other contract between the Buyer and the Seller
is paid. |
| (iii) |
Until
such time as the full price of all such goods has been
paid:- |
| |
| (a) |
they
shall be held by the Buyer in a fiduciary capacity
and stored by the Buyer at its premises in such
a manner that they are clearly identifiable as the
goods of the Seller and shall be kept separate from
any other goods whether or not supplied by the Seller |
| (b) |
they
shall be handed over to the Seller on demand and
the Seller shall be entitled to retake possession
of them without prejudice to any of its other rights
against the Buyer and the Seller is hereby granted
a licence to enter into the Buyer's premises for
the purpose of recovering the goods |
| (c) |
the
Seller hereby authorises the Buyer to use and/or
sell the goods in the normal course of the Buyer's
business. If the Buyer sells the goods prior to
paying the full price thereof the Buyer shall hold
the proceeds of sale on trust for the Seller and
shall immediately pay the proceeds of sale into
a separate bank account. The Seller shall be entitled
to call upon the Buyer to assign all claims that
the Buyer may have against purchasers from the Buyer. |
|
| (iv) |
If
the buyer shall allow the goods to become incorporated
into or be used in the manufacture of other goods before
the full price of the goods is paid to the Seller the
property in the whole of those new goods shall be that
of the Seller who shall be entitled to take possession
of the new goods and the Seller is hereby granted a licence
to enter into the Buyer's premises for the purpose of
recovering the new goods. The Seller shall be entitled
to sell the new goods and shall retain from the proceeds
of sale thereof a sum equal to the amount outstanding
to it in respect of the price of the goods and shall pay
the balance of the sale proceeds to the Buyer.
|
| 9 |
Loss
or Damage in Transit |
| |
The
Seller will be prepared to consider the repair or replacement,
free of charge, of goods damaged or lost in transit where
delivery has been made by the Seller or the Seller's carrier,
provided that the Buyer shall give written notice of the
loss/damage to the Seller and to the carrier within fourteen
days of the Sellers invoice date.
|
| 10 |
Storage |
| |
The
Seller shall be entitled to store the goods at the Buyers
expense at its own premises or elsewhere if:- |
| (i) |
Where
the Buyer is required to collect the goods from the Seller's
works, but fails to do so within one calendar month of
being notified that the goods are available for collection. |
| (ii) |
Where
the Seller is required to arrange delivery, but either
the Seller is unable to do so within one calendar month
of notification of readiness for despatch by reason of
any act or omission on the part of the Buyer, or the Seller
has despatched the goods but the Buyer fails to take delivery
thereof.
|
| 11 |
Returns |
| |
Goods
supplied in accordance with the Buyers instructions cannot
be accepted for return without the Sellers written consent.
Where a return is agreed, the goods must be returned carriage
paid to the Sellers works in good saleable condition and
the value of any credit given to the Buyer shall be determined
by the Seller upon receipt of the goods.
|
| 12 |
Cancellation |
| |
Contracts
are not subject to cancellation without the Seller's written
consent. Where cancellation is accepted, the Seller shall
be entitled to reimbursement of any costs incurred by
the Seller in connection with the contract. The Seller
reserves the right, in the case of goods which can be
returned to the Seller's stocks in a saleable condition
to charge a cancellation fee calculated at 10% of the
order value of such items or,50.00 which ever is the larger.
|
| 13 |
Alterations
and Modifications |
| (i) |
Due
to manufacturing tolerances it may be impossible to supply
conductor in exact lengths and the Seller reserves the
right to supply conductor within +/- 5% of the ordered
lengths and to invoice accordingly. |
| (ii) |
The
Seller may carry out without notice to the Buyer alterations
or improvements in design, materials, or methods of manufacture
from time to time.
|
| 14 |
Force
Majeure |
| |
The
Seller shall have the right to cancel or to reduce the
quantity of goods delivered if it is prevented from or
hindered in delivery of the goods through any circumstances
beyond its control including (but not limited to), industrial
action, war, fire, or prohibition or enactment of any
kind, without incurring any liability for any loss or
damage whatsoever arising there from.
|
| 15 |
Governing
Law |
| |
The
contract is governed by the Laws of England and the English
High Court of Justice shall have the exclusive jurisdiction
to resolve any disputes arising out of it.
|
