Forbes Technologies LtdTerms and Conditions of Sale
Unless expressly agreed in writing by a Director of the Company, all goods are sold upon the following terms and conditions and no agent or representative of the Company has any authority to vary or omit these conditions or any of them. Any conditions printed in buyers order forms are binding only insofar as they are not at variance with these conditions.
All prices are subject to change without notice, all goods being invoiced at the price ruling at date of despatch unless a fixed price has been agreed in writing by the Company.
In addition to the price stated herein, the Purchaser shall reimburse the Seller for all taxes, excises or other charges or fees whatsoever the Seller may be required to pay to any Government (National State or Local), upon the sale, production or transportation of the goods sold hereunder.
a) Estimates of delivery are subject to revision when complete ordering information to the satisfaction of the Seller is received by the Seller.
b) The Seller will use his best endeavours to deliver as estimated but shall not be liable in any respect whatsoever for the consequences of any delay.
c) Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of stoppage, delay or interruption of work in the establishment of either the Seller or Purchaser during the delivery period as a result of strikes, lockouts, trade disputes, breakdown, accident, inability to obtain material, equipment or transportation or other causes beyond the reasonable control of the Seller.
d) In the event of an outbreak of hostilities (whether war is declared or not) in which the United Kingdom is involved, or in the event of a National Emergency or the Sellers works should become either directly or indirectly so engaged on Government orders or orders of priority direction as to prevent or delay work on other orders, the Seller shall be entitled at any time, on notice to the Purchaser, to make partial deliveries only or to determine the Contract, without prejudice in any case to rights accrued in respect of deliveries already made.
e) Risk of loss or damage to the goods passes to the Purchaser on delivery before unloading.
f) Notwithstanding delivery and the passing of risk to the Purchaser as at (e( above the title and property to the goods shall remain with the Seller until the Purchaser has paid all monies owed by it to the Seller under this or any other Contract or otherwise. The Purchaser will keep the said goods safe and undamaged until full payment when title and property will pass to it. The Purchaser is not the agent of the Seller.
The responsibility of unloading goods at the point of delivery will be that of the Purchaser and no liability shall be incurred by the Seller in respect of any loss or damage that may occur during unloading whether or not the unloading is assisted by the agent or employee of the Seller who shall not be bound to assist. Such person or persons in such circumstances being deemed to be under the control and direction of the Purchaser.
a) No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless:
b) A claim by the Purchaser in respect of an alleged defect in the goods must be notified in writing by the Purchaser to the Seller within 7 days of the date of the alleged defect becoming known to the Purchaser or of the date when such defect should become apparent to the Purchaser on reasonable inspection of the goods and the Seller must be granted facilities for inspection and/or testing of the goods on reasonable demand.
c) In the case of damage in transit or shortage of delivery separate notice is given to the carrier concerned and to the Seller within 7 days of receipt of the goods or as may be stipulated in a Carriers conditions.
d) In the case of loss of goods notice in writing is given to the Carrier and to the Seller and a complete claim in writing made within 21 days from the date of delivery of the consignment which shall be notified by the Seller to the Purchaser. Where the goods are accepted from the Carrier without being checked the delivery book or form of the Carrier concerned must be signed ?Not Examined? and the Purchaser must adhere to the Carrier?s conditions in such an event, It is the duty of the Purchaser to enquire as to the Carrier?s conditions.
7. Except as may be the inalienable statutory right of the Purchaser or except as may be specifically provided herein or otherwise agreed in writing by the Seller no warranties are to be agreed or to be implied in the contract between Purchaser and Seller and without prejudice to the generality of this exclusion no warranty is to be given or to be implied as to the life or wear of the goods or as to their suitability for any particular purpose or for their use under any specific condition without such specific provision or agreement in writing by the Seller.
8. a) The Purchaser acknowledges the need for notification of alleged defects as a matter of urgency and agrees that failure to act in accordance with the provisions as to notification of claim set out in Clause 5 (b) hereof will prejudice the Seller and accordingly the Purchaser agrees that such failure on his part or failure to give the Seller facilities for inspection and/or testing of the goods without reasonable cause shall be deemed to be the abandonment by the Purchaser of his rights against the Seller which it might have had and which it could have enforced.
b) The liability of the Seller in respect of any claim of the Purchaser which the Purchaser is entitled to enforce shall be limited to the cost of the repair and replacement of the goods and the Seller shall not be liable for any consequential loss or damage whatsoever which the Purchaser may suffer in addition and the Purchaser acknowledges that having regard to the likely extent of such consequential loss or damages that would be suffered by the Seller in the event of a claim for which the Seller is liable it would not be reasonable for the Seller to carry such risk without special agreement in writing with the Purchaser so entitling the Purchaser to claim such consequential loss or damage.
9. If the Purchaser shall make default in or commit a breach of the Contract or any other of his obligations to the Seller, or if any distress or execution shall be levied upon the Purchaser?s property or assets, or if the Purchaser shall make or offer to make any arrangement or composition with Creditors, or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Purchaser is a Limited Company and any resolution or petition to wind up such Company?s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such a Company?s undertaking or property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being posted to the Purchaser?s last known address any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise.
10. Where goods are sold FOB. the responsibility of the Seller shall cease immediately the goods are placed on board ship and the Seller shall be under no obligation to give the Purchaser notice specified in Section 32 (3) of the Sales of Goods Act 1893.
11. Where specifications are to be supplied the Purchaser shall supply such specifications sufficiently in advance as the Seller may deem reasonable to enable the Seller to complete delivery within the period named.
12. The Purchaser shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Purchaser?s specification which involves the infringement of
any letters patent or registered design or otherwise the legally enforced rights of a third party.
13. Payment of Accounts
Subject to any special written arrangement between Seller and Purchaser and in particular to any provision as to progress payments our Terms of Trading are ?21 days nett from date of invoice?, Invoices unpaid after two months become subject to a credit surcharge of 5% per month of total value. All payments must be made in pounds sterling.
14. Orders accepted by the Seller are not subject to changes or cancellation by the Purchaser except with the Seller?s written consent. If the sale involves goods which are manufactured especially for the Purchaser and a change or cancellation is made the Purchaser shall take all completed goods at full price ri progress at cost plus pro-rata profit and the Purchaser shall reimburse the Seller on materials purchased and on any Contract which may have been entered into by the Seller to assist in fulfilling the order of the Purchaser.
If by any reason of the specific instructions by the Purchaser or lack of instructions from the Purchaser, despatch in accordance with the Contract is delayed for 21 days after the Purchaser has been notified that the goods are ready for despatch the risk of loss of, or damage to, the goods shall therefrom pass to the Purchaser who shall be liable to take delivery or arrange for storage and for the purpose of payment the goods shall thereupon be deemed to have been delivered. If and for so long as the Seller?s storage facilities permit, the Seller may without incurring any liability whatsoever, store the goods and the Purchaser shall pay a reasonable charge therefore.
16. Any dispute between the parties to the Contract as to their respective right and liabilities thereunder, or the construction of any term hereof, or any matters arriving out of the same or connected therewith shall be referred to a single Arbitrator as shall be agreed between them on the application of either party to the President for the time being of the Law Society, and shall be arbitrated in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or enactment thereof for the time being in force and it is hereby declared that any Arbitration thereunder shall be conducted in accordance with the Laws of England.
Typographical and clerical errors are subject to correction.