Terms and Conditions
(a) In these conditions, ‘the seller’ means SRM Industries Ltd., and ‘the customer’ means the individual, firm; company or other party with whom the seller contracts.
(b) No order in pursuance of any quotation or otherwise shall be binding on the seller unless and until such order is accepted by the seller. Unless expressly accepted by the seller in writing no addition or modification of these conditions by the customer will be deemed to have been accepted by the seller, nor will any such conditions or modifications form any part of the contract.
© Unless otherwise agreed in writing by the seller these conditions shall override any terms and conditions stipulated or referred to by the customer in his order or pre-contract negotiations.
(d) All descriptive specifications, drawings and particulars of weights and dimensions submitted by the seller are to be deemed approximately only and descriptions and illustrations contained in the seller’s catalogues, samples, price lists or other advertising material is intended merely to represent a general picture of the seller’s products and shall not form a representation or be part of the contract.
(e) In the event that the seller has not given a written acknowledgement of the customer’s order, these conditions, provided the customer shall have prior notice of them shall nonetheless apply to the contract.
(f) The seller reserves the right to correct any clerical or typographical errors made by his employees at any time.
No. 2 DESIGNS
(a) Where goods are made to the customer’s specification, instruction or design, the customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the seller against any infringement of any patent, registered design, trademark, trade name or copyright and any loss, damage or expense which it may incur by reason of such infringement in any country.
(b) All patterns, dies and tools required for production shall remain the seller’s property notwithstanding that the customer may have been charged any sum in respect thereof. The seller reserves the right to consider obsolete any patterns, dies and tools from which no mouldings have been ordered for a period of three years.
© The seller takes every care with regard to the quality and standard and manufacture of its goods, but as they are used for a multiplicity of purposes and the seller has no control over the method of their application or use the seller shall not be bound by any conditions or warranties express or implied or otherwise as to the fitness of its goods for any particular purpose. Any technical co-operation between the seller and the customer is given for the customer’s assistance and shall not affect those conditions.
No. 3 QUOTATIONS
Subject to any agreement to the contrary the seller’s quotations are provisional and may be altered to take account of any changes taking place between the date of the quotation and the seller’s acceptance of the customer’s order in the price of raw materials, rates of wages and other costs of production or in the customer’s specification, instructions or design, or in the event that the customer orders parts only of the quantity referred to in any quotation.
No. 4 PRICE
The seller shall not increase the contract price by reason of any increase in the cost of raw materials purchased during the three months following the making of the contract. Subject hereto the seller shall be entitled to increase his prices at any time to take account of any increase in the cost to the seller of purchasing any goods or materials or manufacturing, working on or supplying any goods (including any increase arising from any error or inadequacy in any specification, instructions or design provided by the customer or any modifications carried out by the seller at the customer’s request) and such increased prices ruling at the date of despatch by the seller shall be substituted for the original contract price. All prices quoted are exclusive of VAT and the customer shall pay any and all taxes, duties and other government charges payable in respect of the goods.
No. 5 DELIVERY
(a) Unless otherwise agreed in writing by the seller, the seller shall deliver the goods by the means most convenient to the seller to the address or addresses specified by the customer, or (in the event that the customer fails to specify an address) to anyaddress at which the customer resides or carries on business. The seller shall be entitled to add to the contract price a reasonable charge for delivery and packaging.
(b) Should the seller be delayed in or prevented from making delivery of the goods due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortage of labour or of raw materials or act of God or due to any other cause whatsoever beyond the reasonable control of the seller, the seller shall be at liberty to cancel or suspend the order placed by the customer without incurring any liability for any loss or damage arising therefrom.
© While the seller will endeavour to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the seller will not be liable for any failure to deliver by such a date or within such a period. Moreover, the seller shall be entitled to defer delivery until any monies due from the customer have been received.
No. 6 TERMS OF PAYMENT
Unless otherwise specified in writing by the seller, payments of the goods or any instalment thereof shall be made by the customer net cash not later than the end of the month following the month in which the goods are dispatched. Export terms are as specifically agreed to in writing. Payment at due date is a condition precedent to subsequent deliveries and time of payment is of the essence of the contract. Failure to pay accordingly will at the seller’s option relieve him from making further deliveries, but the seller shall nevertheless be entitled to claim for any loss or damage sustained in consequence of non-compliance of the contract.
SRM INDUSTRIES LTD
TERMS AND CONDITIONS OF SALE
No. 7 CANCELLATION
(a) If the customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect, or if there shall be any breach by the customer of any of the terms and conditions thereof, the seller may defer or cancel any further deliveries and treat the contract of which these conditions form part as determined but without prejudice to its right to the full purchase price for goods delivered and damaged for any loss suffered
in consequence of such determination.
(b) Cancellation by the customer will only be accepted at the discretion of the seller, and in any case on condition that any costs or expenses incurred by the seller up to date of the cancellation and all loss or damage resulting to the seller by reason of such cancellation will be paid by the customer to the seller forthwith. Acceptance of such cancellation will only be binding on the seller if in writing.
© A charge will be made for any costs incurred by the seller due to suspension of deferment of any order by the customer or in the event that the customer defaults in collecting or giving instructions for the delivery of any goods.
No. 8 CLAIMS
(a) No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the customer shall have given to the seller written notice of such damage, shortage or loss with reasonable particulars thereof within three days of receipt of the goods or (in the case of total loss) of receipt of the invoice or other notification of despatch, The seller’s liability, if any, shall be limited to replacing or (in its discretion) repairing such goods and it shall be a condition precedent to any such liability that the customer shall if so requested have returned damaged goods to the seller within fourteen days of such request. The customer shall not be entitled to make any claim against the seller for consequential loss arising out of such damage, shortage or loss as aforesaid.
(b) Save as otherwise provided in these conditions the seller’s liability in respect of any defect in or failure of goods supplied or work done is limited to replacing or (in its discretion) repairing or paying for the repair or replacement of goods which within one month of delivery to the customer are found to be defective by reason of faulty or incorrect workmanship or material, and in the event of any inaccuracy in any weight, dimensions or other description which has formed a representation or is part of a contract, the seller’s liability in respect of any such inaccuracy shall not exceed the price of the goods to which the description relates. Conditions precedent to the seller’s liability hereunder shall be that as soon as reasonably practicable the customer:-
(i) shall have given to the seller reasonable notice of the defect, failure or inaccuracy.
(ii) shall have either returned the goods to the seller or provided authority for the seller’s servants or agents to inspect them as the seller may request.
The seller shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the customer arising from or in connection with any such defect, failure or inaccuracy as aforesaid.
© Where the seller agrees to repair or replace goods in accordance with the foregoing provisions of this paragraph, any time specified for delivery under the contract shall be extended for such period as the seller may reasonably require.
(d) Where material has been manufactured for the express use of a customer, variation and defects must be related to drawings issued by the customer.
(e) Save as here and before provided the seller shall not be liable to the customer for any damage or for any direct or consequential loss incurred by the customer in consequence of any negligence on the part of the seller or negligence or willful default on the part if its servants or agents in or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of the work.
No. 9 JURISDICTION
The proper law of all contracts with the seller shall be English Law which shall govern in all respects the construction and effect of such contracts and of these conditions. The customer agrees that in the event of any dispute arising out of the contract of the performance thereof he will submit to the jurisdiction of the English Courts. No. 10 Upon delivery of the goods, all risks pass to the customer. No. 11 Ownership of all goods supplied remains the property of the seller until payment is received.