Offers, Tenders, Quotations etc.
1. (i) Every offer, tender, quotation, acceptance and contract for the sale or supply of goods, including
services ancillary thereto, by the Company is made subject to these conditions and all other terms
and conditions proposed by the Buyer are expressly excluded. Orders are subject to the Buyers’
credit status being approved by the Company. Any variations to these conditions (including any
special terms and conditions agreed between the parties) shall be inapplicable unless agreed in
writing by an authorised signatory of The Company.
2. (i) All quotations are given upon these terms and conditions of sale subject to confirmation in writing
on the Company’s official form. No oral quotation will be binding on the Company.
(ii) Quotations shall only be available for acceptance by the Buyer for a maximum of seven days from
the date thereof.
(iii) If a buyer purports to accept the quotation in respect of quantities or specification of goods
different from or in Instalments smaller or greater than those quoted or for delivery over a
different period the Company shall be entitled to treat such purported acceptance as a further
enquiry in respect of which a separate quotation may be issued.
3. (i) Quotations only indicate the price ruling at the date of quotation. The Company reserves the right
to charge all goods at prices ruling on the date of despatch.
(ii) The Company reserves the right, by giving notice to the Buyer, at any time before delivery, to
increase the price of goods to reflect any increase in the cost to the Company which is due to any
factor beyond the control of the Company (such as, without limitation, any foreign exchange
fluctuation, currency regulation or alteration of duties)
(iii) All prices quoted are exclusive of VAT.
(iv) The cost of pallets and returnable containers, at the discretion of the Company, may be charged
to the Buyer in addition to the price of goods, but full credit will be given to the Buyer provided
they are returned at the Buyer’s expense undamaged to the Company.
Invoicing and Payment
4. (i) The Company will be entitled to invoice the Buyer on the date on which the goods are despatched.
If the Company agrees at the request of the Buyer to defer delivery of any goods or suspends
delivery of any goods in accordance with condition 4(vi) or extends the delivery period in
accordance with condition 5(ii), the Company will be entitled to invoice the Buyer for such goods
on the date on which they would otherwise have been due for despatch.
(i) Unless the Company notifies the Buyer otherwise payment will be due within 30 days from the
invoice date or if agreed in writing on the last day of the calendar month following the date of
(iii) Payment shall not be deemed to have been made or received until cash has been handed to the
Company or any cheque or draft sent or delivered to the Company shall have been cleared and the
Company’s bank account credited with the proceeds thereof.
(iv) Unless the Company notifies the Buyer otherwise, where the goods are for delivery abroad
payment shall be made by irrevocable letter of credit opened with a bank in the United Kingdom
approved by the Company against the usual shipping document.
(v) The Company reserves the right to charge interest at the rate of eight percent (8%) per annum
above BNP Paribas Fortis Base Rate for the time being on all overdue accounts from the due date
until the date of actual payment.
(vi) Failure to make payment on due date shall constitute a breach of contract and the Company may
suspend all further deliveries of goods under all contracts then in existence between the Company
and the Buyer until payment of all sums payable by the Buyer under that contract and of all other
sums then due and payable to the Company by the Buyer has been made in full and/or terminate
the contract without prejudice to any other rights if may have against the Buyer.
(vii) All costs and expenses including any legal costs incurred by the Company to recover payment for
goods or the goods themselves will be charged to the Buyer.
5. (i) If manufacturing tolerances or type of finish or materials to be used are not clearly
defined in any specification or drawing supplied by the Buyer the Company will manufacture to
such tolerance and finish and with such materials as the Company in its discretion thinks fit.
(ii) Where specifications are to be supplied by the Buyer they must be supplied within fourteen days
of the contract being entered into. Delay in the supply of such specifications will entitle the
Company to defer delivery of the goods by a period equivalent to the delay.
(iii) Where any additional or changed information is submitted to the Company by the Buyer, the
Company reserves the right to increase prices to cover any costs (including overheads) arising
from that alteration and any losses incurred by the Company as a result of such alteration and/or
to extend the delivery period.
(iv) Where goods have been supplied to the Buyer’s specification the Company accepts no liability for
any failure or defect in such goods and the Buyer shall indemnify the Company against all actions,
claims, costs and proceedings, including claims that the specification or goods infringe(s) the
intellectual property rights of another. The Company gives no warranty as to the fitness for any
particular purpose of goods so supplied to the Buyer’s own specification and accepts no liability
for clerical or stenographic errors on any drawings or specification provided by the Buyer.
(v) The Buyer shall ensure that, the instructions as to the use or sale of the goods are contained in
the packaging or labelling of the goods, any use or sale of the goods by the Buyer is in compliance
with all applicable statutory and other regulatory requirements and that the storage and handling
of the goods by the Buyer is carried out in accordance with directions given by the Company or
any competent governmental or regulatory authority and the Buyer will indemnify the Company
against any liability loss or damage which the Company might suffer as a result of the Buyer’s
failure to comply with this condition.
6. (i) Although the Company will make every effort to deliver on the agreed date. Time for delivery is
not of the essence of the contract. Any quoted delivery dates or period are business estimates
only and the Company shall not be liable for any loss or damage whatsoever caused by delayed
delivery of goods. Delay in delivery will not entitle the Buyer to rescind the contract.
(ii) Any quoted delivery periods are based on the Buyer, at the time of placing the order, providing the
Company with such information concerning the Buyer’s requirements as will enable the Company
to fulfil the order.
(iii) If the Company concludes the contract of carriage or shipment and/or arranges for the insurance
of the goods in transit the Company shall be deemed to be acting as agent for the Buyer and subsections
(2) and (3) of Section 32 of the Sale of Goods Act 1979 shall be applicable.
(iv) Charges will be made for abortive journeys undertaken on the Buyers’ instructions. No
restrictions on the type of vehicle to be used required by the Buyer will bind the Company unless
agreed by it in writing and the Company will be entitled to charge the Buyer for additional carriage
charges incurred as a result.
(v) Goods will be deemed to be delivered within seven days after the date of invoice, unless prior to
the expiry of such seven days, the Buyer notifies the Company and the carrier in writing of nondelivery.
(vi) The Buyer must notify the Company of any short delivery or loss or damage to goods in transit
immediately upon delivery of the goods by telephone and must confirm the same in writing within
seventy two hours thereafter; the Buyer shall at the same time notify the carrier in writing of any
such loss or damage and shall enter a note of the same on the carrier’s receipt. If the Buyer fails
to give notice as provided above and the Company is precluded from making recovery whether
from any insurer or any other third party in respect of the loss or damage complained of, then the
Buyer shall be liable to pay for the goods as though no such loss or damage had occurred.
(vii) If the carrier for any consignment of goods received an unqualified receipt thereof by or on behalf
of the Buyer, the Company shall not have any liability to the Buyer for loss of or damage in transit
to such goods or for mis-delivery or non-delivery thereof.
7. (i) If goods manufactured to the Buyer’s order are ready for delivery and the Buyer fails to take
delivery at the time required by the contract the Company shall be entitled:
(a) to invoice such goods forthwith and to take the invoice into account; and
(b) to charge at rates giving an economic return for the handling and storage of such goods, and for
their insurance, from the date of invoice to the date when the Buyer takes delivery or the Company
disposes of the same.
(ii) If the Buyer fails to take delivery within thirty days of date of invoice the Company shall be entitled
to treat the contract as at an end, and without prejudice to any other right it may have against the
Buyer, shall be entitled to resell the goods.
Export and Import
8. (i) All sales are subject to the Company obtaining all necessary export licences and
other permits and in the event that such licence or permit cannot be obtained the contract shall
be void and the company shall be under no liability whatsoever to the Buyer.
(ii) The Buyer shall obtain all necessary import licences and permits in the country of destination but
failure to obtain any such licence or permit shall not avoid the contract or relieve the Buyer of its
obligations to accept and pay for the goods.
(iii) Where goods are sold inclusive of any or all of the freight, handling, port or insurance charges,
any increases in, or in the rates for, such charges arising after the date of the contract and before
the goods are delivered or arising through deviation to a new port or airport necessarily or at the
Buyer’s request or through any delay however caused shall be for the Buyer’s account subject to
the absolute discretion of the Company. Port surcharges and other incidental charges are not
included in the freight rate and will be for the Buyer’s account.
(iv) The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by
reason of any delay in delivery or in performing, or any failure to perform, any of the Company’s
obligations in relation to the goods, if the delay or failure was due to any cause beyond the
Company’s reasonable control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond the Company’s reasonable control:-
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;
(d) Import or export regulations or embargoes;
(e) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of
the Company or of a third party);
(f) Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) Power failure or breakdown in machinery
Retention of Title etc.
9. (i) Goods supplied by the Company shall be at the Buyer’s risk immediately on delivery to the Buyer
or into custody on the Buyer’s behalf and the Buyer should therefore be insured accordingly.
(ii) Property in goods supplied by the Company will pass to the Buyer when: (a) the goods the subject
of this contract and (b) all other goods the subject of any other contract between the Company and
the Buyer which, at the time of payment of the full price of the goods sold under this contract, have
been delivered to the Buyer but not paid for in full, have been paid for in full.
(iii) Until full payment has been received by the Company, the Buyer shall hold the goods in a fiduciary
capacity for the Company in a manner which enables them to be identified as the goods of the
Company and the Buyer shall immediately return the goods to the Company should the Company
by its authorised representative so request. All the normal incidents associated with a fiduciary
relationship shall apply.
(iv) The Buyer’s right to possession of the goods shall cease if he does anything or fails to do anything
which would entitle an administrator or administrative receiver or liquidator to take possession of
any assets or would entitle any person to present a petition for the winding up or bankruptcy of
(v) The Buyer grants the Company an irrevocable licence to enter at any time any vehicles or
premises owned or occupied by the Buyer or in its possession for the purpose of repossessing
and removing any such goods the property in which has remained in the Company under
paragraph (ii) hereof. The Company shall not be responsible for and the Buyer will indemnify the
Company against liability in respect of damage caused to such vehicles or premises in such
repossession and removal being damage it was not reasonably practicable to avoid.
(vi) The Buyer must ensure that if the goods are or become affixed to any land or building they shall
be capable of being removed without material injury to such land or building and take all
necessary steps to prevent title to the goods from passing to the landlord of such land or building.
The Buyer warrants to repair and make good any damage caused by the affixation of the goods to
or their removal from any land or building and to indemnify the Company against all loss damage
or liability it may incur or sustain as a result of such affixation or removal.
(vii) Notwithstanding paragraph (iii) hereof, the Buyer shall be permitted to sell the goods to third
parties in the normal course of business. In this respect the Buyer shall act in the capacity of a
commission agent and the proceeds of any such sale shall be held in trust for the Company in a
manner which enables proceeds to be identified as such. The Company as principal shall
remunerate the Buyer as commission agent a commission depending upon the surplus which the
commission agent can obtain over and above the sum stipulated under the original contract of
supply, which will satisfy the principal.
(viii)If the goods the property of the Company are mixed with goods the property of any person other
than the Buyer, the product thereof shall be deemed to be owned in common with that other
(ix) The Buyer is licensed by the Company to process the said goods but in so doing confirms a
bailment for processing relationship with the Company. The new product or products or any item
created shall be separately stored and marked so as to be identifiable as the property of the
Company as bailor.
(x) If any of the materials supplied is incorporated in or used as material for other goods before
payment, the property in the whole of such goods shall be and remain with the Company until such
payment has been made. Any sale of such goods shall take place upon commission agency terms.
The Company as principal shall remunerate the Buyer as commission agent, a commission
depending upon the surplus which the commission agent can obtain over and above the price
which will satisfy the principal.
(xi) Notwithstanding that the property in the goods has not passed to the Buyer the Company may
maintain an action against the Buyer for the price of the goods at any time after payment is due.
Breach by Buyer
10. If the Buyer shall make default in any material respect of its obligations to the Company, or if any
distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall
make or offer any arrangement or composition with its creditors or if there shall be any other
grounds upon which the Buyer shall become insolvent for the purposes of the Insolvency Act 1986
or any resolution or petition to wind up the Buyer or for the appointment of an administrator of the
Buyer shall be passed or presented the company (without prejudice to any other right to which it
may be entitled):-
(a) may suspend or determine the contract or any unfulfilled part thereof without prejudice to its
existing rights there under;
(b) may stop any goods in transit;
(c) may recover from the Buyer’s premises any goods which are the property of the Company; and
(d) shall be entitled to claim against the Buyer for any loss or damage sustained as a result of such
suspension or determination.
11. (i) Goods found to be defective or otherwise not in accordance with the contract will be replaced at
the place of original delivery, but only if notification of such defect or divergence from the contract
is notified to the Company within three months of the date of despatch from the Company’s works
and the Company’s liability shall in no circumstances exceed the invoice price of such goods. No
allowance will be made for the Buyer’s labour, expenses or consequential loss.
(ii) This warranty does not apply to and the Company accepts no responsibility for:
(a) damage occurring in transit
(b) goods which have suffered or been subject to undue wear and tear, accident, miss-use, improper
application, neglect or overloading; or
(c) consumable items.
Consequential Loss etc
12. Except as otherwise expressly provided in these Terms and Conditions the Company shall be
under no liability in respect of the quality, condition or description of the goods or for the loss or
damage including consequential loss or damage howsoever caused to the Buyer or to any other
13. The Buyer shall indemnify the Company against all liabilities costs and expenses which the
Company may incur by reason of any claim by any subsequent purchaser or user of the goods or
of any product incorporating the goods or manufactured by using the goods or by reason of any
claim by any relative or dependant of such purchaser or user arising from any defect or alleged
defect in the goods or in such product except and to the extent that such liabilities, costs and
expenses arise from a breach by the Company of its obligations under these terms and conditions.
14. (i) No contract for goods ordered may be cancelled by the Buyer and no goods may be returned
without prior written consent of the Company.
(ii) If the Company agrees to accept return of any such goods the Buyer shall be obliged to affect the
return of such goods in good condition and at its own risk and cost.
(iii) Notwithstanding any agreement to accept this return of the goods the Company will not be obliged
to accept delivery of any returned goods unless they are returned on pallets and which are
undamaged and which have not been opened since their despatch by the Company.
(iv) If the Company agrees to the return of any goods it will give credit for goods which are returned
in a resalable condition in an amount which shall be in the Company’s discretion which may be
such amount (if any) below original invoice price as the Company in its discretion decides is
necessary to recompense it in respect of the return of goods.
Confidentiality, Publications and Endorsements
15. (i) The Buyer will regard as confidential the Contract and all information obtained by the Buyer
relating to the business and/or products of the Company and will not use or disclose to any third
party such information without the Company’s prior written consent provided that this undertaking
shall not apply to information which is in the public domain other than by reason of the Buyer’s
(ii) The Buyer will not use or authorise or permit any other person to use any name, trade mark, house
mark, emblem or symbol which the Company is licensed to use or which is owned by the
Company upon any premises, notepaper, visiting cards, advertisements or other printed matter or
in any other manner whatsoever unless such use shall have been previously authorised in writing
by the Company and (where appropriate) its licensor.
(iii) This condition shall survive the termination of the contract.
16. All specifications, patterns, drawings, clichés, dies, moulds, tools and the like produced by the
Company shall remain the property of the Company. The Buyer may not utilise, reproduce or
communicate knowledge of such items and the Buyer shall return the same to the Company at the
17. The Company reserves the right to sub-contract the fulfilment of any order or contract or any part
18. The Company shall not be liable for failure to comply with any of its obligations under the contract
in the event that compliance is delayed or prevented by any cause whatsoever beyond its
reasonable control, including, but not limited to, war, riot, strike, lock-out, act of God, storm, fire,
earthquake, explosion, flood, confiscation, action of any government or government agency or
19. No forbearance or indulgence by the Company shown or granted to the Buyer in respect of these
terms and conditions of sale of the goods shall affect or prejudice the rights of the Company
against the Buyer.
20. The invalidity or unenforceability of any term or condition shall not render invalid or
unenforceable any term or condition which would otherwise be valid or enforceable. If these
Terms and Conditions are in any respect invalid or unenforceable but would be valid and
21. Headings are inserted for convenience only and shall not affect the meaning of construction of
these Terms and Conditions.
22. These conditions and the contract shall be subject to and construed in accordance with English
Law and the parties hereby agree to accept the exclusive jurisdiction of the English Co