Although the Company (Industrial Clutch Parts Limited) may on occasion vary the application of these Terms to individual sales, these Terms will govern all sales by the Company unless the Company have specifically agreed otherwise in writing.
2.1 Prices are subject to alteration without notice, and the price ruling at the date of despatch of goods will be the contract price.
2.2 Value Added Tax is not included in the Company’s prices and will be charged separately.
2.3 Prices are nett ex works, packing and carriage extra.
3.1 Credit will be granted at the Company’s discretion and in which case the following Terms for payment shall apply.
Payment at nett invoice price is due 30 days from date of Invoice. No cash discount.
3.1b Goods will be invoiced when ready for despatch.
3.2 In every other case goods must be paid for at the time of order.
4. RISK AND PASSING OF TITLE
4.1The Goods shall be at the risk of the buyers as soon as they are delivered by the Seller to the Premises or are collected by the Buyer and shall thenceforth be insured by the Buyer in the full replacement value thereof.
4.2 Until such time as payment has been made in full by the Buyer to the Seller of all sums due to the Seller from the Buyer.
4.2.1 the goods shall remain the sole and absolute property of the Seller as legal and equitable owner and shall be held by the Buyer as bailee for the Seller,
4.2.2 the Seller shall have the right to enter any Premises of the Buyer on which the Goods are or are reasonably thought to situate for the purpose of retaking possession of the Goods;
4.2.3 the Buyer shall cease to be entitled to possession of the Goods if an Insolvency Event occurs in relation to the Buyer,
4.2.4 the Goods shall be stored by the Buyer separately from any goods not belonging to the Seller in such a place and in such a manner as to indicate clearly that they are the property of the Seller and be labelled by the Buyer,
4.2.5 the Goods shall be delivered up forthwith by the Buyer to the Seller on demand;
4.2.6 the Buyer shall not without the written authority, (which authority shall not be deemed to be expressed or implied in these Terms) of the Seller deal with the Goods in any way which might result in the Goods becoming fitted incorporated in or mixed with other Goods which are not the subject of an Order.
4.2.7 Without prejudice to Condition 4.2.6 if the Goods shall become fitted incorporated in or mixed with other goods belonging to the Buyer the Goods shall remain and the product of such fitting incorporation or mixture shall become and/or shall be deemed the sole and exclusive property of the Seller as bailor. If the Goods shall become fitted incorporated in or mixed with goods belonging to any person other than the Buyer the product thereof shall become or shall be deemed to be owned in common by the Seller as Bailor with such other person. The Buyer shall keep full records of any Goods so used so as to enable the Seller’s ownership or interest therein to be readily ascertainable;
4.2.8 The Buyer shall only be a liberty to agree to sell the Goods or any product made from or with the Goods on the express condition that such agreement to sell shall be made by the Buyer as agent ( save that the Buyer shall not hold himself out as such) and as bailee for the Seller whether the Buyer purports to sell on this own account or not the entire proceeds of such sale shall beheld in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all times identifiable as the money of the Seller,
4.2.9 If the Buyer shall not have received the proceeds of any such sale he shall if called upon to do so by the Seller exercise all rights against the person or persons to whom the Buyer shall have supplied any product or chattel made from or with the Goods.
5. DESPATCH AND DELIVERY
5.1 The Company will make every effort to keep to despatch dates quoted, but accept no liability for any financial or other loss (whether direct or indirect caused to the customer if despatch is nevertheless delayed).
5.2 If the Company are asked to store goods or if the Company have to store goods because of the fault of the customer, after goods are ready, the customer shall pay storage and all other charges. The storage will be at the customer’s risk and will not entitle the customer to postpone payment of any sums due to the Company.
Packing materials and cases may be charged to the customer.
7.1 The Company guarantee goods of its own manufacture against defective workmanship and materials for a period of twelve months, from the date of despatch or when the goods were ready for despatch if Term 5.2 applies. The Company will replace free of charge any such goods or parts which are shown to have been defective in these respects when despatched to the customer provided that the customer has not misused them in any way and provided the Company have notice of any such defect in writing within the said period of twelve months. Carriage to and from our works at customer’s own cost.
7.2 Term 7.1 represents the full extent of the Company’s liability in respect of the supply of defective goods and replaces any liability (including liability for negligence except as to death or personal injury) that would otherwise apply by operation of Common Law.
7.3 The Company will make every effort to ensure that the goods comply with descriptions of them given in the Company’s current publications, but no warranty or condition as to fitness for particular purpose is to be implied in these Terms.
All drawings, designs, specifications and other information, which the Company supply in connection with a quotation or order, are confidential. They remain the property of the Company and must not be disclosed to any third person without the Company’s written permission.
In the event of cancellation a cancellation charge may be made to the customer. (Also see clause 11.)
10. BUYER INSOLVENCY
The Buyers hereby acknowledges that before placing an Order it has expressly represented and warranted to the Seller that it is not insolvent, and is not the subject to an Insolvency Event. and in the event that the Buyer should default in or commit any breach of its obligations to the Seller under this or any other Order (whether such obligations are expressed to be imposed as conditions warranties or otherwise) or under these Terms. Or cease to exist under the terms of its constitution, or is the subject of an Insolvency Event. Then (without prejudice to any other rights of the Seller) the Seller shall be at liberty to cancel an Order (and/or any other Order between the Seller and Buyer) in accordance with clause 11.
11.1 The Seller will be entitled to terminate the relationship forthwith and without giving prior notice to the Buyer if the Buyer is in Breach of any of its obligations herein.
11.2 The right of the Seller to terminate the relationship shall be without prejudice to all other rights of the Seller under these condition which have accrued at the date of a termination and in particular in the vent that the Seller should be entitled under Terms hereof to determine an Order for the Goods or to terminate the relationship between the Seller and the Buyer then the following provisions of this clause shall have effect:
11.2.1 The Seller shall not incur any liability whatsoever to the loss(whether consequential or otherwise) suffered by the Buyer as result of such determination:
11.2.2 such determination shall not affect any rights, which may already have accrued to the Seller under the Terms of this or any other Order and in particular. (but without prejudice to the generality of the foregoing) The right of the Seller to full payment for any of the Goods delivered to the Buyer.
11.2.3 The Buyer shall pay to the Seller the cost of all materials acquired and of all work done by the Seller in pursuance of this or any other Order whether or not any specific or ascertainable goods shall have resulted from such materials of work.
12. INDUSTRIAL PROPERTY RIGHTS: LAW
12.1 If goods supplied by the Company to the customer’s design or specifications infringe or are alleged to infringe any patent or registered design rights or copyright, the customer will indemnify the Company against all damages and costs incurred by the Company as a result of the infringement or allegation. The customer will give the Company all possible help in meeting any infringement claim brought against the Company.
12.2 Schedule 1 to the Uniform Laws on International Sales Act 1967 shall not apply to sales by the Company.
12.3 These terms shall in all respects be construed and have effect according to English Law and the parties agree to submit to the jurisdiction of the English Courts.