In these terms and conditions :
“Buyer” means the person, firm or body corporate to whom the Seller has addressed its quotation, acknowledgement of order, delivery note or invoice overleaf;
“Seller” means SUMMIT ENGINEERING CO. Forest View, Avey Lane, Waltham Abbey, Essex EN9 3QJ “Contract” means the contract made between the Buyer and the Seller in respect of the Goods specified
in the seller’s quotation, acknowledgement of order, delivery note or invoice overleaf.
VALIDITY.. The contract will be on the terms and conditions set out below (“the Contract Terms”) to the exclusion of any other terms and conditions (except those implied in favour of a Seller which are not inconsistent with the Contract terms) whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the Buyer to the Seller. Any reference overleaf to the buyer’s order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, specification or like document will have effect to the exclusion or amendment of the Contract Terms. The Contract Terms may only be amended by means of an instrument in writing signed by two of the Seller’s directors and referring specifically to the Contract Term to be amended.
QUOTATIONS AND ORDERS..
1. Any quotation is given by the Seller and any order is submitted by the Buyer on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer
2. Any quotation is valid for 30 days only (unless withdrawn or altered within such period by the Seller giving notice to the Buyer)
3. Any quotation given by the Seller will be exclusive of Air Freight unless specified in writing and confirmed to the Buyer at the time of despatching the Goods for delivery to the Buyer.
4. A fee of £50 may be charged for any quotation request and reimbursed against the subsequent tool order
1. Unless otherwise agreed delivery will be made to the Buyer’s works and the contract price is calculated on that basis.
2. The Seller will use its reasonable endeavours to deliver the goods to be supplied under the contract (“the Goods”) within the time agreed and if no time is agreed within a reasonable time, but (save as provided in Clause 3 below) the Seller will not be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods beyond the agreed time, nor will any such delay entitle the Buyer to cancel or rescind the Contract or to treat the Contract as repudiated.
3. If the Seller fails to deliver the Goods within two months after the agreed time for delivery for any reason (other than any cause beyond the Seller’s reasonable control or any delay caused by the Buyer) and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) to the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
4. Any claim for damage in transit or shortages must be notified to the Seller in writing within 7 days of delivery. Any claim for non-delivery must be notified to the to the Seller in writing within 14 days of the due date for delivery. Where the Goods are to be delivered to the Buyer’s works any claim for damage in transit, shortages or non-delivery shall also be notified to the carrier by the Buyer in the manner and within the appropriate time limit prescribed by the carrier’s terms and conditions.
5. In the event of failure by the Buyer to give the appropriate notice or notices as specified in clause 4 above, the Buyer’s claim will be deemed to have been waived and will be absolutely barred.
6. Where any claim in respect of any damage in transit, short delivery or non-delivery is notified to the Seller in accordance with Clause 4, the Seller shall, at its option, repair, replace or supply the Goods or reimburse the price of the Goods (or a proportionate part of the price) and the Seller shall have no further liability to the Buyer.
WARRANTIES AND LIABILITY
1. The Seller will rectify or replace any Goods or parts of Goods which are proved to the satisfaction of the Seller to be defective in material or workmanship or, at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) provided that the Buyer has notified the Seller of the defect in question within thirty days from the date of delivery of the Goods. The cost of dismantling and reassembling the Goods and of returning them to the Seller for inspection will be borne by the Buyer. Any Goods replaced will belong to the Seller.
2. The Seller’s obligation under Clause 1 above will not apply where;- a) The Goods have been subject to misuse or have been repaired or altered without the Sellers approval; or b) the Goods have been improperly installed or connected (unless the Seller carried out such installation or connection) ; or c) the requirement of any maintenance or servicing procedures relating to the Goods or any instructions given by the Seller have not been observed or performed; or d) the defect in question arises from any drawing, design or specification supplied or approved by the Buyer; or e) the defect in question arises from fair wear and tear, wilful damage, negligence ( other than on the part of the Seller) or abnormal working conditions .
3. Save as provided in Clause 1, the Seller will be under no liability under the Contract for any personal injury, death, loss or damage of any kind whatsoever whether direct, indirect, loss of profit, or consequential loss or damage or otherwise ( except personal injury or death caused by any negligence on the part of the Seller or any of its servants, agents or subcontractors) and the Seller hereby excludes all conditions, warranties and stipulations express or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the Buyer except that such exclusion will not apply to any implied condition that the Seller has or will have the right to sell the Goods when the property in them is to pass.
4. Under no circumstances will the Seller or its servants, agents or subcontractors be liable for any loss or damage of any kind whatsoever ( except arising from death or personal injury) whether consequential or otherwise caused directly or indirectly by any negligence on the part of the Seller or on the part of any of its servants, agents. or subcontractors in connection with or arising out of the manufacture or supply of the Goods or in connection with any advice or statement given or made by or on behalf of the Seller.
5. It shall be for the Buyer to insure against any liability excluded pursuant to Clause 1 to 4 inclusive.
6. No warranty, condition, description or representation is to be taken to have been given or implied from anything said or written in the negotiations, correspondence or discussions between the parties or their representatives prior to the making of the Contract other than the drawings relating to the Goods prepared by the Buyer and/or the Seller.
7. If delivery of goods is requested before final sample approval has been received, the Seller will accept no claim for modification due to the goods being out of specification, all costs will be at the Buyers expense.
PROPERTY IN THE GOODS AND RISK ..
1. Until all money due from the Buyer to the Seller under this and any other contract has been paid in full in cash or cleared funds property in the Goods and in the drawings, tools and information relating to the Goods shall remain with the Seller and the Buyer shall be in possession of the Goods and such other items as Bailee.
2. The Buyer is not entitled to sell or to pass good title in the Goods until it has acquired title to them in accordance with Clause 1 above.
3. The Buyer will ensure that the Goods are clearly marked as belonging to the Seller and that they are properly stored, used, protected and insured.
4. The Seller may inspect and /or recover the Goods at any time before property in them passes to the Buyer and for this purpose may enter any premises where the Goods are stored or used.
5. If the Buyer purports to sell the Goods in breach of Clause 2 then the extent necessary to pay all money due to the Seller under this and any other contract the proceeds of the sale of the Goods shall be received and held by the Buyer on trust for the Seller and at the Sellers request will be paid into a separate Bank Account.
6. Risk shall pass on delivery to the Buyer.
1. The Seller reserves the right to amend the price of the Goods to take account of any modification requested by the Buyer to the design of the Goods on which the Seller’s quotation is based.
2. The price of the Goods does not cover final commissioning to adjust them for operation in the Buyer’s Press. The Seller will make an additional charge for any final commissioning carried out at the Buyer’s request, after delivery of the goods.
3. Unless expressly stated otherwise all prices are “Ex-Works”
LEAD TIME ..
1. Any lead time quoted, inferred, implied or otherwise stated will commence on receipt of complete and useable data, (hard copy or magnetic media) GA approval and clearance of 30% deposit with order.
1. The price of the Goods will be payable; a) as to 30% with the Buyer’s order; b) as to 40% upon submission to the Buyer of a sample made by the manufacturer using the Goods; c) as to 30% upon sample approval and prior to delivery of the Goods or 30 days from receipt of samples, whichever is earlier; and d)
2. Interest at the annual rate of 6% above the Bank of England Base Rate from time to time will accrue on overdue accounts on a daily basis from the due date for payment until actual payment ( both before and after any judgement).
3. Where the Buyer makes default under this or any other contract with the Seller in payment on the due date of any sum due to the Seller, the Seller may without liability cancel or suspend delivery under this contract or any other contract between the Seller and the Buyer but without prejudice to any right or remedy which the Seller may have against the Buyer in respect of such default.
1. No order which has been accepted by the Seller may be cancelled or delayed by the Buyer. If the Buyer purports to cancel or delay the contract or any part thereof, or fails to take delivery of any Goods at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable ( without prejudice to any other rights of the Seller to claim damages) to indemnify the Seller against any resulting loss, damage, costs or expense incurred by the Seller in connection with the supply, proposed supply or non supply of the Goods.
2. If the Seller is unable ( whether temporarily or permanently ) to procure any services, materials or components necessary to enable it to supply the Goods or if the supply of the Goods to the Buyer is prevented or delayed by reason of Act of God, War, Act of Parliament or Order , Regulation or Bye-Law made under any statutory authority , industrial dispute (whether involving employees of the Seller or of a third party), civil commotion, fire, flood or any cause of whatsoever kind and whenever occurring being a cause beyond the Seller’s reasonable control, the Seller may cancel or suspend delivery under the Contract by notice in writing to the Buyer so far as it relates to Goods not then supplied or work not then done and such cancellation or suspension shall not give rise to any claim by the Buyer provided always that the Buyer shall remain liable to pay for Goods delivered prior to the date of such cancellation or suspension.
Without prejudice to the Seller’s other rights , if the Buyer fails to take delivery of the Goods when they are ready for delivery the Seller may, at its option either store them itself or have them stored by third parties on such terms as the Seller may in its absolute discretion think fit. In any event , the cost of storage will be borne by the Buyer and insofar as the storage is done by the Seller then such costs will be the Seller’s storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for the Goods.
DESIGN ETC ..
1. Where the Goods are manufactured in accordance with the design supplied, modified and/or approved by the Buyer a) No guarantee or warranty is given by the Seller as to the practicability, efficiency, safety or otherwise of the Goods (this being without prejudice to any other of the contract terms) b) The Buyer will indemnify and keep the Seller indemnified against all liability incurred by the Seller as a result of such Goods infringing any patent, registered design, copyright, or other like protection or the provision of any statute, statutory instrument or regulation for the time being in force.
2. No variation by the Seller in the specification or design of any Goods shall constitute a breach of contract or impose upon the Seller any liability whatsoever.
3. The Seller shall be under no liability whatsoever to the Buyer in respect of any loss damage or claim incurred by or made against the Buyer should any Goods supplied by the Seller infringe any patent, registered design, copyright or other like protection or the provision of any statute, statutory instrument or regulation for the time being in force.
4. All tool designs remain the property of the Seller and will only transfer to the buyer after the final payment has been received in cleared funds.
RIGHT OF RESALE ..
If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to resell the Goods or any of them to a third party without giving notice to the Buyer of the Seller’s intention to resell.
1. Without prejudice to any other right or remedy available to the Seller, this contract and all other contracts between the Buyer and the Seller shall automatically be terminated immediately upon the occurrence of any one or more of the following events;- a) that the Buyer has committed an act of bankruptcy, or has made an arrangement or composition with its creditors or has become subject to an administration order or has otherwise taken the benefit of any act for the time being in force for the relief of insolvent debtors or has suffered or allowed any exclusion whether legal or equitable to be levied on its property or obtained against it:, b) that the Buyer (being a body corporate) has convened a meeting of creditors ( whether formal or informal) or has entered into liquidation ( whether compulsory or voluntary except a voluntary liquidation for the purpose only of reconstruction or amalgamation ) or has a receiver or manager appointed of its undertaking or any part thereof: or c) the Buyer has stopped payment of its debts or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or that the Buyer has ceased or has threatened to cease to carry on business.
2. On the occurrence of any of the events specified in paragraphs 1. a) b) or c) above the price of the Goods already delivered and any other sum owed by the Buyer under the Contract or any other Contract between the Buyer and the Seller shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
3. The termination of this Contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination.
1. The Seller will be entitled to assign, subcontract or sublet the Contract or part thereof.
2. Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of its rights under the Contract.
3. The legal construction of these clauses shall not be affected by their headings which are for convenience of reference only.
4. Any reference in these Contract Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
5. The Goods are sold strictly on the basis of, “as seen and approved in our workshop”.
6. If any provision of these Contract Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Contract Terms and the remainder of the provision in question shall not be affected thereby.
7. Any notice or communication under the Contract shall be made in writing and sent by recorded deliver, first class post, fax or by E-Mail addressed to the recipient at its Registered Office or principal place of business or at such other address or fax number as may from time to time be notified in writing by the recipient to the sender as being its address for service.
ENGLISH LAW ..
The formation, interpretation and operation of the Contract will be subject to English Law and the Buyer submits himself to the jurisdiction of the English courts.