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Attwater & Sons Ltd - Terms & Conditions of Order
AGREEMENT
The term "the company" means Attwater & Sons Ltd. These terms and conditions will apply to and be incorporated into every agreement between Attwater & Sons Ltd, or its trading style The Attwater Group and any other company, firm or person ("the customer"), under which the company supplies goods or services. These terms and conditions ("Conditions") shall supersede all earlier terms and conditions of the company.
Acceptance of delivery of the goods or services shall be deemed conclusive evidence of the customer's acceptance of these conditions. Any variation to these Conditions (including any special terms and conditions agreed by the parties) shall be inapplicable unless agreed in writing by the company.
VALIDITY
Unless agreed by us in writing this tender may not be used for any enquiry or order other than the one in respect of which it is specifically submitted.
PRICES AND PAYMENT
Any prices quoted by the company are exclusive of VAT and any other taxes unless otherwise stated. Carriage may be added to the customer's final invoice where not explicitly quoted or acknowledged.
The company reserve the right to charge interest at a rate of 4% above the Bank of England base rate on payment not received by the due date until such sum is received irrespective of any other action taken in order to obtain satisfactory settlement of sums due. We also reserve the right to add, without notice, a late payment compensation charge in line with current late payment legislation to any accounts that remain unpaid beyond our agreed terms.
The goods are not sold on a sale and return basis. If in the company's discretion the company agrees to take the goods back a 20% handling/restocking fee plus carriage and disbursements will be deducted. Under no circumstances may goods supplied to customer's order be returned without the company's written consent. The company reserves the right to refuse goods so returned.
The Company shall be entitled to adjust the price at any time before delivery should such action be rendered necessary by circumstances beyond the company's control, including and not limited to;- labour conditions, riots, civil commotion, strikes, lock-outs, interruptions in traffic and the state of material supplies.
If the customer fails to provide the required payment on the date of delivery then without prejudice to any of the company's other rights the company may appropriate any payment made by the customer to such of the goods (or goods supplied under any other contract with the customer) as the company may in its own discretion think fit and (1) suspend or cancel deliveries of any goods due to the customer and/or (2) Withdraw any goods previously provided under any other contract.
DRAWINGS
All drawings issued by us remain the company's property and must be returned on request. They may not be loaned, reproduced, copied or in any way altered wholly or in part without the company's written authority, nor may information injurious to the company be furnished from them.
ACCEPTANCE OF ORDERS
No order shall be deemed accepted by us until the company's written acceptance thereof has been given. In the event of orders not being accompanied by sufficient information to enable us to proceed with the execution thereof forthwith the company reserve the right to amend the tender prices to cover any increase in cost which has taken place after acceptance. The company furthermore reserve the right to revise prices at any time should such action be rendered necessary by circumstances beyond the company's control, including and not limited to;- labour conditions, riots, civil commotion, strikes, lock-outs, interruptions in traffic and the state of material supplies.
CANCELLATIONS
The company shall be at liberty to cancel an order (and/or any other order subsisting between the company and the customer), and the company may appropriate any payment made by the customer to such of the goods (or goods supplied under any contract with the customer) as the company may at its own discretion think fit.
The company shall not incur any liability whatsoever to the customer for any loss (whether consequential or otherwise) suffered by the customer as a result of such determination. Without prejudice to any other rights which the company may have in law or hereunder.
The company shall be entitled to charge a fee of 20% on the total amount of the sale to the customer, upon the cancellation by the customer of their order, for any reason whatsoever. The company manufacturing costs, administrative costs, storage costs, ordering of materials and any other costs incurred which are directly linked to the cancelled order. Subject to a minimum charge of £50.
Goods returned must be as originally supplied by the company - Any agreement to issue credit against returned goods will be void if returned goods have been affected or further processed.
DELIVERY & INSPECTION
It is hereby expressed that the delivery date shall not be of the essence of the contract, unless a guarantee has been given by the company, in writing, under an agreed sum as liquidated damages for late despatch, and the customer has suffered loss by the company's delay.
Should despatch be hindered or delayed by the customer's instructions or lack of instructions, or by any cause whatsoever beyond the company's reasonable control, including and not limited to Act of God, inclement weather, flood, lighting or fire; industrial action or lockout, the act or omission of government, highways authorities or other competent authority; war military operations or riot, the act or omission of any party for which the company is not responsible, the company shall be under no liability whatsoever for any delay in delivery caused (directly or indirectly) and in any such event the time for delivery may be extended by the company or the company may cancel an order without incurring any liability whatsoever to the customer. The company will use its best endeavours to despatch on the date given, however despatch dates quoted by the company, orally or otherwise are only estimates.
Where the Goods are supplied for export from the United Kingdom, the provisions of this condition shall (subject to any special terms agreed in writing between the customer and the company) apply notwithstanding any other provision of these Conditions.
The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties on them.
Unless otherwise agreed in writing between the customer and the company the goods shall be delivered 'ExWorks'. The goods shall be delivered to the customer by the company, unless (a) the company otherwise agrees in writing to deliver to the customer's named place of delivery or (b) the company confirms in writing that the goods may be collected from the company's premises. The customer shall provide the company with documentary evidence of having taken delivery of the goods.
The customer shall also pay the costs of any pre-shipment inspection mandated by the authorities of the country of export.
The company shall endeavour to deliver the exact quantity as ordered by the customer, however, due to jigging, tooling, economical yields and manufacturing constraints this may not always be possible. The company reserve the right to call complete any orders where the quantity delivered against an order or contract is within +/-5% of the ordered quantity.
TITLE OF GOODS AND RISK
Title of goods shall not pass to the customer until payment for the goods the subject of the particular order and any other goods the subject or any other order made between the customer and the company has been received in full by the company and any cheques/payments received by the company as payment for goods have been cleared by the company's bank. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and buyer.
Risk in the goods shall pass to the customer upon such delivery being effected, with the customer bearing the risk of loss or damage to the goods from the time and date of delivery. The customer will insure the goods against loss or damage under a policy, which protects the company's interest in the goods until title of goods passes to the customer. If payment in full is not received by the company for goods delivered to the customer, within 7 days, the company reserves the right to reclaim possession of the goods and any other goods supplied by the company to the customers under any order in the customer's possession.
WARRANTY, LOSS OR DAMAGE
The company must be notified in writing within 24 hours of the date of delivery any damage supplied goods or loss of the goods, or part thereof. If the initial notification is only oral the loss or damage must be confirmed in writing within 3 days of the date of delivery. The company will not be held responsible for goods lost or damaged in transit. Any such losses will be dealt with under the terms and conditions of the appropriate carrier.
An RMA request form must be completed prior to the return or goods.
Any agreement by the company to issue a credit or replacement the damaged / missing items will only be honoured upon examination by the company of the aforementioned goods. Examination must disclose to the company's satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage, installation or handling, or by alteration not effected by the company.
The company's liability to the customer in either contract or tort shall not extend either under this condition or any other provision or in any circumstances at all to indirect or consequential loss or damage or loss of profits sustained by the purchaser provided always that this condition shall not exclude or restrict for death or personal injury arising from its negligence.
The company reserve the right to refuse any claims to issue credit or replacement against any deliveries received by the customer in a damaged state where the Proof of Delivery (POD) is not signed for as the goods being damaged.
In the event of any material or work being proved to the company's satisfaction to be faulty on delivery, the company undertake at their own expense to repair or replace it as far as practicable but the company's liability shall in no case extend to any consequential or other damages and is limited to repairing or replacing material supplied by us provided that the company are notified in writing within 14 days of receipt of such materials. The company are not responsible for incorrect or unsatisfactory material supplied owing to misleading or insufficient instructions or information relative to the requirements and conditions of application.
Goods being returned will only be accepted with the returns authorisation number (RMA) issued by the company clearly labelled on the outer packaging.
It is the responsibility of the customer to ensure that any items returned are properly packaged. In the event that the customer arranges return shipment, it is the responsibility of the customer to ensure that any items returned are properly insured. The company will not be responsible for any such items lost or damaged in transit.
In the case of a consumer transaction this condition shall not affect the statutory rights of the purchaser.
The customer will be asked to sign a copy of the company's courier's manifest as acknowledgment of receipt of goods. The customer should inspect the goods carefully, as an unqualified signature shall be deemed to signify the customer's acceptance that the goods are in good condition.
PATENTS
The company will indemnify the customer against any claim for infringement of Letters Patent or Registered Design (published at the date of the Contract/Order) by the use or sale of any article or material supplied by the company to the customer and against all costs and damages which the customer may incur in any action for such infringement or for which the customer may become liable in any such action. PROVIDED always that this indemnity shall not apply to any infringement which is due to the company having followed a design or instruction furnished or given by the customer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us and provided also that this indemnity is conditional on the customer giving to us the earliest possible notice in writing of any claim being made or action threatened or brought against the customer and on them permitting the company at their own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
The customer on their part warrant that any design or instruction furnished or given shall not be such as will cause the company to infringe any Letters Patent, Registered Design or Trade Mark in the execution of their order.
MINIMUM ORDER
The company reserve the right to impose a minimum order charge or a minimum manufacturing quantity.
ACCURACY
Goods will be manufactured to the company's internal workshop tolerances, unless explicitly specified by the customer, and agreed by the company. Where special dimension limits are required they should be clearly stated on the enquiry and/or the order.
MOULDS AND TOOLS
All moulds and tools, whether charged for separately or included in the quoted price, remain the company's property. All prices quoted for moulds and tools are strictly nett.
ARBITRATION
If at any time any question, dispute or difference whatsoever shall arise between the customer and the company upon in relation to or in connection with the contract, either of us may give the other notice in writing of the existence of such question, dispute or difference, and failing satisfactory settlement between us the matter shall be referred to the arbitration of a person to be mutually agreed upon or failing agreement of some person appointed by the President for the time being of the Institution of Electrical Engineers. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act, 1996, or any statutory modifications thereof.
MATERIAL TEST
Materials manufactured by the company are manufactured to comply with appropriate industry standards and specifications. Literature, correspondence and documentation (including order acknowledgements) issued by the company may refer to these standards and specifications. The company affords no guarantee or warranty that any materials supplied have been tested to, or conform to any standard or specification, unless explicitly referenced on a Certificate of Conformity accompanying the goods.
Certificates of Conformity are a chargeable commodity and requirements for compliance to standards and specifications / for a certificate of conformity to accompany the goods must be stated explicitly on the customer's purchase order/contract and agreed in writing by the company.
Should special tests or tests in the presence of the customer or the customer's representative be required, these, unless otherwise agreed, must be made at the company's Works and will be charged for extra, and in the event of any delay on the customer part in attending such tests, after seven days notice that the company is ready the tests will proceed in The customer's absence and shall be deemed to have been made in their presence.
ASSIGNMENT
The customer may not assign any of its rights or obligations under this agreement without the company's written consent.
FORCE MAJEURE
The company will not be liable in respect of any breach of this agreement due to any cause beyond its control, including and not limited to Act of God, inclement weather, flood, lighting or fire; industrial action or lockout, the act or omission of government, highways authorities or other competent authority; war military operations or riot, the act or omission of any party for which the company is not responsible.
PRINTED LITERATURE
All information in printed literature accompanying the company's tender, or appearing on their website is believed to be accurate but none of it shall form part of the Contract.
GOVERNING LAW
The application and interpretation of these terms and conditions shall be interpreted and enforced in accordance with English Law.
GENERAL
Any provision of these Conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions.
03/07
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