Terms & Conditions of Sale

1.GENERAL

(a)These Conditions shall apply to all quotations made and all orders and contracts for the sale of goods accepted by us ("goods"). Any other items, conditions, warranties or representatives, whether made prior to, collateral with or subsequent to the order or contract are hereby excluded. Special or additional terms of the Purchaser contained in his order or otherwise shall be of no effect unless the same is separately brought to our notice and express content thereto is given in our written acceptance.

(b)None of our servants or agents has authority orally to agree to or accept any variation or addition to any contract, and the same shall only be binding upon us if contained in writing and signed on our written consent and on terms which will indemnify us for all loss including but without limitations: (i)The full cost of parts manufactured or in the course of manufacture, less scrap value:
(ii)The full cost of metal in stock less scrap value:
(iii)Any cancellation charge suffered by us in relation to the cancellation of outstanding metal commitments relating to the Contract.

(c)All orders are subject tour written acceptance ("our acknowledgement") signed by our duly authorised representative and to our receiving any necessary licence to purchase or use, and to our being able to obtain raw materials.

2.DOCUMENTS

(a)Unless otherwise stipulated in our acknowledgement, all descriptions, illustrations, drawings estimates of performance weights and measures or other specifications provided by us are approximate only. Any drawings supplied by the Purchaser shall become our property.

(b)We reserve the right at any time to correct clerical or technical errors in the contract documents.

(c)The Purchaser shall furnish us with all necessary specifications with his order. We take no responsibility for goods manufactured, priced or delivered not in accordance with the order or the specifications, unless the purchaser's order and specifications are clear and correct in every particular and the said particulars are correctly set out in our acknowledgement and any drawings submitted by us, which it is in the Purchaser's duty to check. No responsibility is accepted for goods manufactured or priced not in accordance with any requirements of any governmental or other inspecting authority.

3.PRICES

(a)All selling prices contained in our quotations and acknowledgements are not delivered to the Purchaser's works, exclusive of VAT, and based upon the cost of metal and other materials, carriage, power, labour and overhead ruling at the date of the quotation or other receipt of the Purchaser's order. They are provisional only and are subject to revision by us at any time before the goods are despatched to take account of subsequent increases in such costs, save that the metal component of the price (other than the additional costs of the metal manufacturer) will not be varied in respect of goods, despatch to the Purchaser within 90 days of the date of the receipt of the Purchaser's order. A certificate of our auditors as to such increases and the appropriate increased selling price shall be conclusive and binding on us and the Purchaser. The Purchaser shall pay the prices as so revised.

(b)Unless otherwise stipulated in the Contract, packaging and special tests inspection requested by the Purchaser shall be charged extra. The cost of packing cases and boards (if charged) will be credited to the Purchaser on their return to us in good condition carriage paid within 2 week of delivery. No allowance will be made to the Purchase for carriage where goods are collected from our works by the Purchaser or a carrier arranged by him.

4.TERMS OF PAYMENT

(a)Unless otherwise stipulated in our acknowledgement payment is due in full on the last day of the calendar month following the calendar month in which the goods were despatched, or in which the Purchaser is notified that the goods are ready for delivery .

(b)Where the Contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each instalments, delivery or part shall be made as if the same constituted a separate contract.

(c)Should the Purchaser fail punctually to comply with the terms of payment, we shall be entitled to interest on any amount overdue at the rate of 2% above the Base Rate of HSBC Bank PLC from time to time in force.

5.TERMINATION AND PARTIAL DELIVERIES

In the event of the Purchaser for any reason whatsoever failing within one month to effect any payment which may be due under the or any contract with us, or if he commits any breach of the Contract, or if he becomes insolvent or enters into a composition with or for the benefit of his creditors, or being a body corporate has a receiver appointed of its undertaking or assets or any part thereof, save for the purpose of reconstruction or amalgamation, goes into liquidation, we shall thereupon be entitled, without prejudice to our rights, forthwith terminate the Contract or any unjustified part thereof, or at our option to make partial deliveries.

6.TIME FOR DESPATCH

(a)All periods for despatch and delivery expressed in the Contract are approximate only. We use all reasonable endeavours to effect despatch within the stipulated period or if no such period be stipulated, within a reasonable time but we shall be under no liability for any loss or damage to the Purchaser or other arising directly or indirectly out of late despatch or delivery, whether due to our default or not, not shall such later despatch or delivery be deemed to be a breach of contract, nor entitle the Purchaser to cancel the Contract.

(b)We shall be entitled, without liability on our part and without prejudice to our rights, to terminate the Contract or any unjustified part thereof, or at our option to suspend or make partial deliveries if the completion of the manufacture of the goods by us or by our sub-contractors or supplier is prevented, hindered or delayed whether directly or indirectly, by reason of the Purchaser failing to furnish necessary information or instructions, war civil commotion, governmental restriction, transport difficulties, strikes, lock-outs, accidents or stoppages to works, shortages of labour, materials, equipment, fuel or power, machinery breakdown or any other cause whatsoever beyond our or our sub-contractors or suppliers reasonable control, whether such cause exists at the date of the order or not. Any such cause shall be deemed to prevent, hinder or delay us or our sub-contractor or supplier if we are our sub-contractors or suppliers respectively are thereby prevented, hindered or delayed from fulfilling all aggregate obligations both under the Contract and under all other contracts, whether with the Purchaser or with third parties, relating to the supply of the same or similar goods.

7.DELIVERY

(a)When delivery is effected on our vehicles or by an independent contractor arranged by us, the Purchaser shall be bound to accept delivery of the goods, on arrival at his works, when risk in the goods shall pass to the Purchaser. The Purchaser must notify us and the carrier in writing (otherwise than upon the carrier's documents) of damage in transit, mis-delivery or quantity discrepancy immediately on arrival. The Purchaser must notify us and the carrier in writing (otherwise than upon the carrier's documents of non-delivery within 6 days where delivery is effected through the post, 10 days where delivery is effect by road transport or Rail, and 5 days where delivery is effected on our own vehicles in all cases from the date of despatch advised to the Purchaser.

(b)Where delivery is effect on the Purchaser's vehicles or is arranged by him, risk in the goods shall pass to the purchaser on delivery to the carrier, whether he be the Purchaser's servant or agent or any independent contractor arranged by the Purchaser.

(c)Without prejudice to our rights, should the Purchaser, for any reason fail to accept delivery of the goods on arrival, we shall be entitled at the Purchaser's risk and expense to store the goods or to procure or effect storage of the goods elsewhere.

(d)The Purchaser warrants that, any necessary unloading facilities will be available at the place of delivery.

(e)Where goods are sold f.o.b. the risk in the goods shall pass to the Purchaser immediately the goods are over the ship's rail and we shall be under no obligation to give the Purchaser the notice specified in Section 32(3) of the Sale of Goods Acts 1893.

8.FAULTS AND DEFECTS AND EXCLUSION OF LIABILITY

(a)On the arrival of the goods the Purchaser must immediately examine them and any visual faults or defects must be notified to us in writing with 7 days. Non -visual faults must be notified to us in writing within 7 days. Non-Visual faults must be notified within 90 days of delivery.

(b)Upon the Purchaser within the appropriate period provided by sub-clause (a) above notifying us of any fault or defect in the goods or within the appropriate period provided by Clause 7 (a) of damage in transit, mis-delivery or quantity discrepancy, and in the case of allegedly faulty or defective goods upon their being returned to us within10 days of such notification and upon the fault, defect, or damage in transit, mis-delivery or quantity discrepancy being established to our satisfaction, we shall use our best endeavours to replace such goods carriage paid to the Purchaser's work or to make up any shortage, or at our option credit the Purchaser with the invoice value of faulty or defective goods.
All goods replaced hereunder remain our property.

(c)We shall not replace goods or make up shortages.
(i)if faults or defects are not notified in accordance with clause 7(a) or if damage in transit, mis-delivery or quantity discrepancy is not notified in accordance with clause 7 (a).
(ii)in respect of which the Purchaser or any third party has without our previous written consent effected modifications or repairs.
(iii)If the faults or defects were caused by incorrect or negligent handling, disregard of operation instructions, overloading, unsuitable work, faulty erection or any other default by the Purchaser or any third party.
(iv)if the faults or defects were caused by fair wear and tear, accident or any other matter beyond our reasonable control occurring after the date of arrival.

(d)The terms of this Condition are in lieu of all conditions, warranties or other terms as to description, fitness for purpose, conditions merchantability, quantity or otherwise in respect of the goods or packing, whether expressed in the Contract or implied by Common Law, custom or statute and notwithstanding that such purpose or condition may be, may become or may have been known to us.
Apart from our obligation to replace or give credit for goods in accordance with the terms of this Condition, we accept no liability either for faults or defects in goods or for any loss or damage to the Purchaser or others arising directly or indirectly from any breach by us of the terms of the Contract or of the general law, and defects in quality or dimensions shall not be a ground for cancellation of the Contract or for the balance of the Contract by the Purchaser.

(e)Without prejudice to the generality of the foregoing:
(i)We shall not be liable for any consequential loss or damage suffered by the Purchaser, including but without limitations, delay, loss of production, loss of profits or loss of or damage to other property or goods, nor shall we be liable for any loss or damage capable of being covered by insurance:
(ii)We shall not be liable in damages in excess of the total price stated in the Contract, even if the Purchaser 's loss or damage result from a fundamental breach or repudiation and even if further performance of the Contract is frustrated. The Purchaser shall also indemnify us against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with faults or defects in the goods to the extent that the same exceeds the limitation of liability aforesaid.

(f)The provisions of this Condition 8 shall apply, subject to the limitations imposed by the Unfair Contract Terms Act 1977.

(g)The Purchaser hereby acknowledges:
(i)that he purchased the goods in a competitive market and that our bargaining strength was in no way a relevant factor in the purchase of the goods from us.
(ii)the Purchaser purchased the goods in the course of business and not for private use.

(h)We reserve the right to deliver goods made specially or to the Purchaser's Patterns to within +/- 10% of the quality or weight specified in the Purchaser's order, and payment shall be made for the actual quantity or weight specified in the Purchaser's order, and payment shall be made for the actual quantity applied pro-rata.

9.INDEMNITY

We shall not be liable for, and the Purchaser shall indemnify and hold us harmless against all claims by any person in tort or for infringement or alleged infringement of patents, trade marks, copyright, registered designs or otherwise arising directly or indirectly in connection with goods manufactured by us or with work done by us on goods in accordance with the Purchaser's specification or with the siting or installation of goods.

10.RETENTION OF TITLE

Until payment in full has been received by us for all goods whatsoever supplied at any time by us to the Purchaser:

(a)Property in the Goods shall remain in us and the Purchaser shall hold the goods as bailee on our behalf:

(b)the Purchaser shall subject to (c) and (d) below store the goods in the possession of the Purchaser:

(c)The Purchaser shall be at liberty to sell the goods in the ordinary course of business on the basis all proceeds of sale of such goods are our property for which the Purchase shall account on demand:

(d) notwithstanding that property in the goods has not yet passed, the Purchaser may incorporate the goods in or together with any product manufactured or assembled by the purchaser in the ordinary course of its business. If the Purchaser sells any such product before property in the incorporated goods had passed it shall do so as our agent, but the Purchaser's liability to account as agent for the proceeds of such sale shall be limited to our invoice value of the goods so incorporated. If before property in the goods passes, any of the goods are incorporated in or together with any products manufactured or assembled by the Purchaser, the Purchaser shall maintain records sufficient to enable such products to be identified and for the goods so incorporated to be identified, measured or otherwise quantified:

(e)the powers of the purchaser referred to in (c) and (d) above shall be determined.
(i)by written notice to the Purchaser if any payment for any goods whatsoever remains unpaid 14 days after becoming due to us, or
(ii)automatically if a receiver is appointed over any assets or undertaking of the Purchaser or a winding-up order is made against the Purchaser or the Purchaser goes into voluntary liquidation or calls a meeting or makes any composition or arrangement with its creditors or commits any act of bankruptcy:

(f)Upon determination of the powers of the Purchaser referred to in (c) and (d) above the Purchaser shall place the goods at our disposal and we shall be entitled to enter upon the premises of the Purchaser and remove any goods including any goods which may have been incorporated into other products or affixed to the reality.

11.HEALTH AND SAFETY AT WORK

The attention of the Purchaser is drawn to the provisions of Section 6 of the Heath & Safety at Work etc Act 1974. We will make available on request, information on the method of construction and manufacture to ensure that, as far as is reasonably practicable, they are safe and without risk to health when properly used. It is the responsibility of the Purchaser to take such steps as are necessary to ensure that appropriate information relevant to the goods is made available to its employees and any person to whom the Purchaser supplies them.

12.DIES AND TOOLS

Where dies and tools are part charged to the Purchaser, they are retained by us for the exclusive use of manufacture of goods for the Purchaser, but remain our property. We reserve the right to use them for other purposes and to dispose of them after three years, if they have not been used to make goods for the Purchaser in that period.

13.LEGAL CONSTRUCTION

The Contract shall in all respects be construed and operate in conformity with English Law. If any of these Conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject, it shall be so void and unenforceable to that extent and no further.

14.ARBITRATION

All dispute, differences and questions which may at any time arise between the parties hereto or their respective representatives or assigns touching or arising out of or in respect of these Conditions or the Contract or the Subject matter thereof shall be referred to a single Arbitrator in accordance with the provisions of the Arbitration 1950 or any statutory modification or re-enactment thereto for the time being in force.

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