CONDITIONS OF SALE
In these conditions “The Company” means Automotive Cleaning Chemicals Limited, or any successor in title to the Company’s business. The “Customer” means any Company, Firm, Partnership, Association, Individual, Health or Public Authority or Agent thereof to whom the Company supplies or sells goods.
1. SCOPE OF CONDITIONS The acceptance of an Order by the Company shall be deemed to incorporate these conditions into the Contract and, in the event of any difference or inconsistency between these Conditions of Contract and any conditions attached to or incorporated in any Order from the Customer or any conditions at any time in relation to the Order, these conditions of contract shall prevail.
2. QUOTATIONS The Company reserves the right to withdraw or cancel any quotation at any time without notice. Unless previously withdrawn or cancelled, the Company’s quotation expires sixty days after the date thereof. Unless otherwise stated all quotations are on an ex-works basis and carriage and packing will be charged extra.
3. VARIATION OF PRICES
(i) The Company reserves the right to alter prices without notice should any fluctuation in costs arise which all outside .the Companis control, and which affect all or any part of an Order after the acceptance of such Order.
(ii) Any alteration by the Customer in design, formulation, specification or quantities and any suspension of work on instructions, or due to lack of instructions, from the Customer will involve the alteration of the agreed or quoted prices if costs are affected thereby.
(iii) In the case of quotations submitted on the basis of prices ruling at the time, the Company reserves the right to make adjustments for escalation’s in material or labour costs in accordance with NEDO or other agreed indices formula.
4. DELIVERY The time given for delivery of goods runs from the later of the Company’s acceptance of a written Order and where applicable receipt of all other necessary information, specifications and free-issue materials or components finally approved by the Company in writing. Dates for delivery are given in good faith but are not guaranteed.
The Company shall be under no liability whatsoever for any delay in delivery or in performance of any Order by reason or in consequence of force majeure or any other matter, occurrence or cause outside the Company’s control including, but not limited to, civil disturbance, war, fire strikes, lockouts, labour troubles, Government restriction, shortage of supplies of fuel or power, or the Customers fault or omission.
Delivery shall be deemed to be effective and risk in the goods shall pass:
(i) in the case of goods to be collected by the Customer or the Customer’s agent – when the goods are loaded on the vehicles collecting them;
(ii) in the case of goods delivered within the UX by the Company or the Company’s agents – when the goods are unloaded from the vehicles delivering them at the address nominated by the Customer or the Customer’s agent for delivery;
(iii) in the case of goods to be exported by the Company – when the goods pass over the ships rail as follows:-
Goods shipped F.O.B At the port of loading
Goods shipped C and F At the port of loading
Goods shipped CLF. At the port of destination
5. RETENTION OF TITLE
(i) Whether or not the risk in goods sold shall have passed to the Customer, the property in goods sold shall be and remain in the Company until the Company has received payment in full for the goods together with payment in full for any other goods supplied by the Company to the Customer, the price for which is overdue for payment. Pending receipt by the Company of such payments, the Customer shall hold the goods for the Company as fiduciary bailee.
(ii) When payment for the goods is overdue or the Customer suffers distress or execution to be levied against his or its effects, makes an arrangement or composition with creditors or, being a corporate body, enters into liquidation (otherwise than for the purpose of amalgamation or reconstruction where the corporate body, as amalgamated or reconstructed, accepts in full the Customers liability to pay for the goods), or has a receiver appointed for the whole or any part of its undertaking or, being an individual, has a receiving order in bankruptcy made against him then:
(a) if the Customer remains in possession of the goods, whether or not the Customer has sold them, the Company shall be entitled to recover the goods from the Customer, or
(b) if the Customer has parted with possession of the goods by way of sale, whether or not the goods have been mixed with or incorporated into other goods, the Customer, having sold them as educiary bailee, shall hold in trust for the Company as much of the proceeds of the sale of the goods as represents the Customer’s liability to the Company in respect of them.
6. INSTALLMENTS Where the goods are delivered by installments each delivery shall be deemed to constitute a separate enforceable contract but the Company, may, without prejudice to any other rights it may have, treat a failure to accept or pay for any installment as a repudiation of the entire contract.
7. CLAIMS FOR DAMAGE, SHORTAGE OR LOSS
(i) No claim for damage in transit, shortage of delivery or loss of goods will be entertained
(a) in the case of damage in transit or shortage of delivery, notification of the particulars is made to the Carrier concerned and to the Company within three days of the receipt of the goods and this is followed by a complete claim in writing to the Carrier (if appropriate) and the Company within five days of receipt of the goods;
(b) in the case of loss of goods consigned to a destination within the U.K. written notice is given to the Carrier concerned and to the Company within ten days of the date of despatch;
(c) in the case of loss of goods consigned to a destination outside the U.K. notice in writing is despatched to the Carrier concerned and to the Company within ten days of the expected date of arrival.
7. CLAIMS FOR DAYIAGE SHORTAGE OR LOSS (CONT’D)
(ii) Damaged goods in respect of which any claim is made shall be preserved intact for a period of fourteen days from the notification of the claim if located inside the U.K. and for a period of forty-five days from such notification if located outside the U.K. within which period the Carrier (if appropriate) and the Company shall have the right to inspect the goods and to attend the Customers premises, or its Agents premises, to investigate the complaint.
Any breach of this Condition shall disentitle the Customer to any allowance in respect of the claim.
8. TOOLS AND JIG-CUSTOMERS PROPERTY All tools, jigs, dies, moulds or other equipment, whether or not the cost thereof or any part of the cost thereof be quoted or otherwise included with the price of goods, shall remain the property of the Company unless otherwise agreed in writing. They will be stored by the Company for a reasonable period of time in anticipation of further orders, but the Company will not accept any liability for any loss or damage thereto from whatever cause. The Company will not accept any responsibility for any loss or damage (howsoever arising) to any tool, jig, die, mould or other property of the Customer in the possession of the Company. In the event of a Customer ordering a smaller number of goods than that specified in the quotation or failing to take delivery of such full quantity within the period stated in the quotation the Company reserves the right to charge to the Customer the whole, or a proportionate
part as may be appropriate, of the cost of making the tools, jigs, dies, moulds or other equipment, taking into account the part of such cost stated in the quotation. The quotation is based on the assumption that where tools, jigs, dies, moulds or other equipment are to be provided by the Customer, the same will be suitable for the Company’s machines and methods of manufacture.
9. IMPROVEMENTS AND ALTERATIONS The Company, whose policy is one of continuous improvement, reserves the right to make, without notice, any changes in materials, dimensions and design which, having regard to all the circumstances, it thinks reasonable or desirable, provided that the customer shall not be required to accept goods substantially different from those specified in the order.
10. ILLUSTRATIONS AND DESCRIPTIONS All illustrations, photographs and descriptions are intended as a general guide only and shall not form part of any contract or order unless otherwise agreed.
11. TESTS AND INSPECTION Any test or inspection of the goods which may be required by the Customer, other than the Company’s usual or routine test or inspection and which is agreed by the Company, shall, unless otherwise agreed, take place at the Company’s works at a time convenient to the Company and at the Customers expense.
12. INDEMNITY The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Customer’s specification whether arising from infringement or alleged infringement or any copyright or patent or registered design, or any misuse or alleged misuse of any confidential information, or otherwise.
13. INSOLVENCY If the Customer shall commit an act of bankruptcy or become insolvent or shall make any composition or arrangement with its creditors or, being a Limited Company, shall go into liquidation (other than a members’ voluntary liquidation in connection with a scheme of amalgamation or reconstruction) or suffer the appointment of a receiver of its undertakings, property or assets or any part hereof, the Company shall thereupon be entitled to terminate the Contract forthwith by notice in writing and without prejudice to the Company’s other right hereunder to recover from the customer any loss on sale of the goods the subject of the Contract.
14. CANCELLATION OR REDUCTION Orders placed cannot be cancelled except with the Company’s consent and on terms which will indemnify the Company against loss. Goods returned without the Company’s consent will not be accepted for credit.
15. TERMS Prices quoted are strictly nett unless otherwise specified on the Company’s quotation or invoice and are exclusive of value added tax. When value added tax is imposed, it will be added to prices at the appropriate rate(s). Subject to satisfactory trade references being provided by the Customer, accounts shall be due for payment not later than the 20th day of the month following the date of the invoice. Failure by the Customer to make punctual payment shall entitle the Company to suspend any outstanding deliveries or to cancel the contract at the Company’s option and without prejudice to the Company’s rights to damages. The Company shall have the right to charge interest on overdue accounts at 2% over the base rate for the time being of the Lloyds Bank PIc.
16. CONSTRUCTION Any Contract resulting from the Company’s acceptance of a Customers order shall be governed by and constructed according to the Laws of England. Any dispute(s) arising out of the Contract shall be referred to arbitration in England in accordance with the provisions of the Arbitration Act of 1975 or any statutory modifications thereof for the time being in force.
17. ASSIGNMENT The Contract or any part shall not be assigned by the Customer without the prior written consent of the Company.
18. WARRANTY No warranty, condition or representation as to description, condition, quality or suitability whether collateral to the Contract or otherwise is given or deemed to have been given or implied and any statutory or other warranty, whether express or implied and whether collateral to the Contract or otherwise, is hereby excluded and extinguished, except in relation to liability for death or injury resulting from negligence.
Without prejudice to the foregoing, the Company shall repair or replace any goods or products of the Company’s own manufacture which, during the 12 months immediately following the delivery of the goods or completion of the Contract as the case may be, are found to be defective due to faulty workmanship or materials, exclusive of normal wear and tear, misuse and neglect. Within 14 days of the discovery of the alleged defect the Customer shall return the goods properly packed to the Company’s works, unless otherwise arranged. If necessary, the Customer will allow authorised representatives of the Company to inspect the allegedly faulty goods on the Customer’s premises at a mutually convenient time. If the defect is due to faulty workmanship or materials the Company shall, at its own option, repair or replace the faulty goods. Save as provided in these Conditions of Contract and save as in relation to death or personal injury resulting from the negligence of the Company, the Company, its servants and agents shall not in any event be liable for any injury loss or damage, including consequential damage, loss of profit or expenses of any kind whatsoever, howsoever caused, arising in connection with the goods supplied by the Company.