Terms & Conditions

Conditions of Sale Conditions of Purchase

Standard Conditions of Sale

Definitions

In these Conditions the following expressions shall have the following meanings;
1. "Additional Items" means the following where Incurred:
  1. packaging costs under Condition 7.4;
  2. any taxes (including value added tax), duties or other charges levied by any governmental or other authority in respect of or by reason of the sale, delivery, export or import of the Goods or any part thereof, but excluding taxes assessed on profits or gains;
  3. transportation costs under Condition 7.1 where the Customer has requested express, same day. overnight delivery or any other similar service;
  4. storage costs under condition 7.5;
  5. the cost of samples under Condition 3.5
2. "Contract" means the quotation, these Conditions of Sale, and any other document agreed by the Seller to be incorporated in a contract between the Seller and the Customer;
3. "the Customer" means any person, firm or company receiving a quotation from and/or placing an order with the Seller;
4. "Delivery Period" means 3 months after the estimated delivery date;
5. "Goods" means all and every item of Goods or part thereof supplied by the Seller and where relevant includes any work carried out by the Seller on items supplied by the Customer;
6. "Seller" means Alumasc Limited and reference to the acknowledgement, consent, authority or agreement of the Seller shall mean acknowledgement, consent, authority or agreement in writing signed by a Director or authorised officer of the Seller;
7. "Transgression" means any breech of contract or tort or other act, default, omission or statement of the Seller, its employees, agents or subcontractors in respect of which the Seller is liable to the Customer;
8. "Warranty Period" means 1 month from the date of delivery.

General

These conditions apply to all contracts for the sale of Goods by the Seller and supersede any previous Conditions of Sale published by the Seller. No additions or modifications to or terms or conditions inconsistent with these Conditions shall be binding upon the Seller unless agreed by the Seller in a document expressly referring to a modification, alteration, variation or addition of or to the relevant Condition or Conditions.
All brochures, catalogues, price lists, samples, particulars of dimensions and other advertising or descriptive material submitted to the Customer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall not form part of the Contract. The Seller reserves the right to make minor alterations to the design, specification or construction of the Goods without prior notification to the Customer.

QUOTATION AND ORDERS

No contract for the supply of Goods will be created by the acceptance of a quotation or an order until the Seller acknowledges the order or (if sooner) the Seller commences work on the order.
1. The Seller reserves the right to refuse to accept any order based upon a quotation unless the quotation is stated to be open for a defined period and the quotation has not been withdrawn in that period.
2. Where any order is based upon the standard price list of the Seller then, subject to Condition 3.3, the price shall be valid provided that delivery is to take place within 30 days from the date of order.
The Seller reserves the right to adjust the selling price to any uncompleted portion of the Contract to correspond with any fluctuation in the cost of materials or wages or other expense items. Orders are accepted subject to the Seller receiving any necessary license to purchase at prices on which the quotations are based or to use the required raw materials and to the Seller being able to obtain such raw materials. The Seller reserves the right to modify any quotations or prices should there be any alteration in the design, quantities of the components or any modification in weight, or lack or error in instructions from the Customer. Prices quoted are for unmachined, self colour components unless otherwise stated. The finish will be the usual components commercial finish unless otherwise specified by the Customer and accepted In writing by the Seller.
The Seller reserves the right to increase or decrease the number of items in the Goods to be supplied by a variation not exceeding 5 per cent and to make an appropriate increase or decrease (as the case may be) to the price, and it is agreed that such a variation shall be so slight as to make it unreasonable for the Customer to reject the delivery.
Any samples submitted with the quotations at the Customer's request must be returned within 90 days of receipt and if not so returned the cost of the samples shall be added to the Contract price.

PRICE AND PAYMENT TERMS

Unless otherwise stated any Additional Items shall be added to the price.
Payment in full (without any deduction by way of set off or abatement or counter Claim) for the Goods (and Additional Items if any) shall be due and payable in the agreed currency on or before the 21st of the month following the month of the Seller's invoice.
The Seller reserves the right to charge interest at 4% above the Barclays Bank PLC base lending rate for the time being on any overdue payments until repaid in full.
The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.
1. Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer under the terms of the Contract will be paid in full according to the terms thereof, then the Seller reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the Customer.
2. The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred as a result of such a suspension of manufacturing, ordering, delivery or other work or services including a reasonable allowance for storage.
3. Late delivery of an instalment of Goods by the Seller does not entitle the Customer to refuse to pay for that instalment or future instalments or to cancel future instalments.
4. Without prejudice to another rights of the Seller, if the Customer fails to pay for an instalment of Goods in accordance with clause 4.2, the Seller reserves the right to require payment of such instalment in full before delivering any Goods or performing any other work or services whatsoever for the Customer.
5. Where payment requested in accordance with this Condition is not received within 30 days of demand. the Seller reserves the right to sell or dispose of the Goods produced for the Customer and to recover any additional loss from the Customer.

TITLE

1. Legal ownership of the Goods is to remain vested in the Seller until both the Goods and any Additional items have been paid for in full, and until full payment has been received by the Seller under any contract outstanding with the Customer.
2. If the Customer obtains possession of the Goods prior to such payment, the Customer shall hold the Goods in a separate and identifiable form as bailee and fiduciary agent for the Seller.
3. Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the Customer's premises for that purpose if necessary) with or without notice and without liability and, at its option, to avail itself of any other legal remedy.
4. The Seller shall have the right to sell the Goods once they have been re-possessed under this condition.
Notwithstanding this Condition 5, the Seller shall be entitled to maintain an action for the price of the Goods and Additional items at any time after the date when payment is due.
The Customer may contract to sell the Goods to a third party in return for valuable consideration provided always that the Customer shall account in a fiduciary capacity to the Seller for the proceeds of sale (to the extent of the Customer's indebtedness to the Seller) keeping the same separate and identifiable from its other monies. The Customer's rights under this Condition 5.3 shall cease if any event specified in clause 9.1.1 occurs to the Customer.

PERFORMANCE AND FORCE MAJEURE

The Seller shall take all reasonable steps to perform its obligations and deliver within the time specified, but such times are estimates only. The Seller shall not be liable for expenses, losses or damages caused by late performance or delay in delivery and delays shall not entitle the Customer to rescind the Contract.
Without prejudice to the generality of Condition 6.1, the Seller shall have no liability for any expenses. losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Seller. If such cause or causes prevent delivery of Goods within the Delivery Period either party may cancel the order on giving written notice to the other at least 28 days before the Seller may reasonably expect to complete the order without liability to compensate the other party for any loss or damage whatsoever sustained by reason of the non delivery or non acceptance of those Goods.
The Seller reserves the right to make part deliveries and to submit invoices for Goods supplied as part of an order.

RISK CARRIAGE PACKAGING AND STORAGE

Where no specific instructions about the manner in which the Goods are to be delivered to the Customer or the delivery address is not agreed, the Seller reserves the right in its absolute discretion to choose the means of carriage to the Customer and to direct the Goods to the Customer's last known business address. Any such specific instructions must be given to the Seller at the time of order and where such specific instructions are given the Seller reserves the right to charge for delivery.
1. From the time when the Goods are despatched from the Seller's premises the risk of any loss, damage to or deterioration of the Goods shall be and remain with the Customer notwithstanding that the Seller may arrange carriage. The Seller shall be under no liability arising from their choice of Carrier or Carriers, or from the act or omission of such Carrier or Carriers, and the Customer waives all rights under Section 32(2) of the Sale of Goods Act 1979 in addition to any other rights hereby excluded or restricted.
2. Without prejudice to Clause 7.2.1 the Customer is responsible for off-loading all Goods on arrival at the agreed delivery address, or if not agreed, the last known business address of the Customer. It is the Customer's obligation to choose competent employees and supervise the off-loading of all Goods. The Seller shall not be liable for any loss or damaged to the Goods during the course of off-loading from any act or omission by the Customer or their employees.
In the case of sales where the Seller delivers directly or contacts directly with the Carrier then the Seller will repair or (at its option) replace or (at its option) issue a credit note in respect of Goods lost or damaged in transit (other than by default of the Customer) provided that:
1. the Customer specifies on the Carrier's Consignment Note details of such loss or damage; and
2. in respect of complete non arrival of all the Goods comprised in the Contract notification is made to the Seller within 10 days of the date despatch of the Goods (the date of despatch to be indentified from the copy despatch note sent to the Customer) and separately to the Carrier within the period stipulated by the Carrier's terms of carriage for claims against the Carrier; and
3. in respect of damage to all or part of the Goods or loss of part of the Goods comprised in the Contract notification is made to the Seller within 3 days of delivery of the Goods (which will normally be stated on the Carrier's consignment note) and separately to the Carrier within the period stipulated by the Carrier's terms of carriage for claims against the Carrier.
  It is agreed that these time limits constitute a reasonable opportunity to examine the Goods, and a reasonable time to intimate rejection. On request, the Seller will inform the Customer of the name and address of the Carrier and any time limit for claims stipulated by them.
If it is necessary to despatch Goods in crates, cases, pallets, stillages or skids the Seller reserves the right to charge for packaging. The amount charged for packaging will be credited in full to the Customer if the packaging is returned in good condition at the expense of the Customer within 1 month of delivery.
Once the Goods are ready for delivery the Seller shall be entitled to invoice and be paid for the Goods as if they had been delivered if for any reason the Customer does not arrange for or accept delivery. The Seller shall arrange storage for the Goods and the cost of storage shall be added to the Contract price.

TERMS AND REPRESENTATIONS

THESE CLAUSES DEFINE THE CUSTOMER'S RIGHTS IN RESPECT OF ANY LOSS OR DAMAGE CAUSED BY THE GOODS OR FOR ANY STATEMENTS MADE BY THE SELLER, THEIR EMPLOYEES OR AGENTS. CUSTOMERS ARE ADVISED TO READ THESE PROVISIONS CAREFULLY.
The Seller's prices are kept as low as practical and the circumstances of their business preclude full indemnity insurance being obtained at a price which would enable the Seller to sell the Goods at a competitive price. ACCORDINGLY CUSTOMERS ARE ADVISED TO CHECK THAT THEY ARE COVERED BY INSURANCE AGAINST ANY LOSS OR DAMAGE THEY MAY SUSTAIN. THE SELLER DOES NOT INCLUDE ANY RESERVE FOR POTENTIAL LIABILITY.
The Seller agrees to repair or (at its discretion) replace or (at its discretion) issue a credit note in respect of Goods which are found to be defective and which are returned to the Seller within the Warranty Period provided that each of the following are satisfied:
1. notification of any defect is given to the Seller immediately upon it becoming apparent to the Customer;
2. the Goods have only been operated under normal operating conditions and have only been subject to normal use;
3. the Goods are returned to the Sellers premises at the Customer's expense;
4. any Goods or parts of Goods replaced shall become the property of the Seller;
5. the defect has not arisen from a design made, modified, furnished or specified by the Customer;
6. the defect has not arisen from patterns, dies or using tools supplied by the Customer;
7. the Goods have been assembled or incorporated into other Goods only in accordance with any instructions issued by the Seller.
The Seller accepts liability;
1. for death or personal injury to the extent that it results from the negligence of the Seller, its employees (whilst in the course of their employment) or its agents (in the course of the agency);
2. for any breach by the Seller of any statutory undertaking as to title, quiet possession and freedom from encumbrance,
Subject to Conditions 8.2 and 8.3 from the time of despatch of the Goods from the Seller's premises the Customer shall be responsible for any defect in the Goods or loss, damage, nuisance or interference whatsoever consequential economic or otherwise or wastage of material resulting from or caused by or to the Goods, and in particular the Seller shall not be responsible for reimbursing to the Customer the cost of any work (including labour and materials) carried out on the Goods. The Seller accordingly excludes all liability for the same.
If agreed but at the expense of the Customer the Seller will test the Goods to ascertain performance levels and provide a report of the results of that test. The report will be accurate at the time of the test to the best of the belief and knowledge of the Seller, and the Seller accepts no liability in respect of its accuracy beyond that set out in Condition 8.2.
Subject to Condition 8.5 no condition, warranty or other term, express or implied (by statute of otherwise) is given by the Seller that the Goods (whether or not the Seller or its employees or agents have recommended their use) are of any particular quality or will enable the Customer to attain any particular performance or result, or will be suitable for any particular purpose or use under specific conditions or will provide any particular capacity, notwithstanding that the requirement for such performance, result or capacity or that such particular purpose or conditions may have been known (or ought to have been known) to the Seller, its employees or agents.
1. To the extent that the Seller is held legally liable to the Customer for any single Transgression, the Seller's liability for the same shall not exceed the price of the Goods provided that a number of Transgressions, whether successive or concurrent, which together result in or contribute to substantially the same loss or damage shall be treated as a single Transgression.
2. The restriction of liability in Condition 8.7.1 shall not apply to any liability accepted by the Seller in Condition
If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid under any applicable statute on rule of law, it shall to the extent be deemed omitted, but if the Seller thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions, limitations or provisions set out in Condition 8.
The Customer shall fully indemnify the Seller against all losses, damages, costs, actions, claims, demands, fees and other expenses (legal or otherwise) the Seller may incur in consequence of the Goods being (whether in whole or in part and directly or Indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of such claim was directly caused by an act or omission of the Seller.

TERMINATION

The Seller shall, at its option, be entitled by notice to terminate all or any of its contracts with the Customer forthwith and recover all expenses, losses and damage resulting to the Seller including (but without limitation to) loss of profit on other consequential loss if:
1. 1. The Customer has a bankruptcy petition presented against him or a bankruptcy order is made;
  2. the Customer makes or seeks to make any composition or arrangement with his creditors;
  3. the Customer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of Section 268 Insolvency Act 1986);
  4. an encumbrancer takes possession of any of the Customer's assets, or any of the Customer's property is taken in execution or process of law;
  5. a petition is presented or an order is made or a resolution is passed for the winding-up of the Customer;
  6. a petition is presented or an order is made for an administration order to be made in relation to the Customer;
  7. the Customer's directors make a proposal to a voluntary arrangement with the Customer's creditors;
  8. the Customer is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986);
  9. a receiver or administrative receiver is appointed over any of the Customer's assets; or
2. the Customer fails to make any payment owed to the Seller on the due date and for this purpose "the Seller" shall be deemed to include any other company which is a subsidiary of The Alumasc Group PLC, and "the Customer" shall be deemed to include, where it is a member of a group of companies, any other company in that group; or
3. the Customer fails to make payment in advance when requested in accordance with condition 4.5 above, within 7 days of being requested to do so; or
4. the Customer fails to take delivery of or to collect the Goods within 14 days of being notified by the Seller that they are to be delivered or are ready to be collected; or
5. the Customer is in breach of the terms and conditions of any contract with the Seller (including breach of these Conditions) and for this purpose "the Seller" shall be deemed to include any other company which is a subsidiary of The Alumasc Group PLC, and "the Customer" shall be deemed to include, where it is member of a group of companies, any other company in that group.

DIES AND TOOLS

All dies used in the production of components whether the same are:
1. made and produced by the Seller; or
2. made or supplied by the Customer shall, notwithstanding payment by the Customer of the whole or part of the cost thereof, be and become the absolute property of the Seller and shall be regarded as component parts of the Seller's plant. Only where specifically agreed by the Seller will dies and tools become the property of the Customer.
If the Customer shall not supply working drawings the Seller reserves the right to make such drawings and to charge the cost thereof to the Buyer.
If dies are produced by the Seller, and "part cost" is stated on his quotation, the Seller reserves the right to charge a greater amount (not exceeding full cost) if the Customer orders a lesser quantity of components than that quoted for, or fails to take delivery of the full quantity within the period stated on the quotation.
The Customer shall be responsible for the accuracy and suitability of dies supplied by it; and in the event of any inaccuracy or unsuitability (of which the Seller shall be the sole judge) the Seller shall have the right to increase the price of the components to cover any increase or to make a new die or new dies at the cost of the Customer.
All reasonable care will be taken in maintenance of dies but any which may be worn out or damaged will only be replaced or repaired at the cost of the Customer. The Customer will also be responsible for the cost of cleaning, heating and redressing dies used at infrequent intervals.
The Seller will normally, but without any obligation to do so, retain the dies and tools for not more than three years from the date of completion of the last order. Only where specifically agreed between the parties will dies and tools become the property of the Customer.
The Customer's own dies and tools are operated at the Customer's sole risk and responsibility and without any liability either in contract on in tort being attached to the Seller.

CUSTOMER PROPERTY

If any property of whatsoever nature of the Customer is used in connection with the Goods (whether for the purpose of manufacture, display or any other reason) the Customer shall indemnify the Seller for any loss or claim suffered by the Seller as a result of using such property. If such property has not been removed within three months from the date on which the price becomes payable, the Seller reserves the right to charge a storage fee.

NOTICES

Any notice, consent, notification, acknowledgement authority or agreement required or referred to in the Contract shall be:
1. in writing; and
2. given to the party for whom it is intended at such party's registered on main office or last known address; and
3. given by registered or recorded delivery post, telex or telex transmission and shall be deemed to have been received 5 days after the date of posting on 1 day after the date of transmission as the case may be.

JURISDICTION

The Contract shall be governed in all respects by English Law and be subject to the sole jurisdiction of the English Courts.

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