Terms & Conditions

Conditions of Purchase

Definitions

In these conditions "the company" means Alumasc Precision Components and "the supplier" means the person or company to whom this order is addressed. Where the contract is for the provision of service, the words "the goods" shall be read where the context permits, as meaning the services which the supplier has contracted to provide.

Conditions

These conditions shall form the basis of the contract between the company and the supplierNo servant or agent of the company has power to vary these conditions orally. If the supplier shall not previously have accepted these conditions, then delivery by him shall constitute such acceptance. These general conditions shall be subject to such further special conditions as may be prescribed in writing by the company. In the event of any conflict, or apparent conflict, between the special conditions and the general conditions, the special conditions shall prevail.

Prices

The prices quoted by the supplier shall include delivery to the address stated overleaf and the cost of packing and carriage (see conditions 4). All prices shall be fixed. (It is not acceptable for the supplier to quote a variable price or stipulate for prices at the date of delivery or the like).

Packing/Labelling

  1. All goods must be properly packaged to survive transit to the address as stated on the appropriate Alumasc purchase order, and all packaging must be so constructed as to resist pilferage, distortion, corrosion or contamination. All goods shall be clearly and legibly labelled and addressed.
  2. All chemical containers are to be hazard labelled in accordance with current legislation.
  3. Free of charge packaging may be used by the supplier only on the express authority of the company. It is the responsibility of the supplier to arrange collection of any such packaging used, at the supplier's cost. The company will not be held responsible for any damage caused to packaging stored at the company's premises whilst awaiting collection. If the supplier fails to collect such packaging after a reasonable time the company may dispose of it at the cost of the supplier.

Payment

Payment will be made into the supplier's account on the first Monday following sixty (60) days from the end of the month of invoice date. The exception to this rule will be that where the first Monday of the month falls upon the sixth or seventh day special provision will be made wherever possible.

This payment shall not constitute an admission by the company as to the performance by the supplier of his obligation It is to be noted that whilst the company will make all reasonable effort to pay accounts when due, the company will not under any circumstances pay interest on overdue accounts no matter for whatever reason payment may have been withheld.
Where the goods are contracted to be delivered by instalments:

  1. The company shall have the right to treat any breach by the supplier of its obligations as regards one or more instalments as a repudiation entitling the company itself to repudiate further performance and to recover damages for the breach.
  2. The acceptance by the company of any one or more instalments notwithstanding a reach of its obligations by the supplier shall not prejudice or restrict any of the company's rights in respect of any other break by the supplier.

Where the company agrees that the supplier shall design, manufacture of or operate any tools or tool-making (or agrees that the supplier may sub-contract the same) (the tooling") it is agreed that:

  1. Legal and beneficial ownership of the tooling, any designs and drawings connected with the tooling, and any materials which shall be acquired or incorporated into the tooling (and all copyright in respect thereof) shall be vested in the company, free from any lien charge or encumbrance.
  2. One complete set of tooling design negatives shall be deposited with the company.
  3. The tooling shall be kept confidential, be used solely in connection with the order or any other contract with the company and shall not be used for any other purpose or for any other person, firm or company without the prior written consent of the company.
  4. The supplier shall ensure that the tooling shall comply with all relevant requirements of any statute, statutory instrument regulations or other (including such relating to servicing and maintenance).
  5. The supplier at its expense shall be responsible for servicing and maintaining the tooling to a state of safe and good working order (fair wear and tear excepted).
  6. Samples from the tooling must be supplied to the company accompanied by such First Piece Sample Report as may be specified by the company.

Rejection

The company may elect to reject the goods where a breach of section 13, 14 or 15 Sale of Goods Act 1979 is slight.
The company may elect to reject a delivery of goods where the number delivered is in excess of the order or where there is a shortfall.

Delivery

The supplier will deliver the goods to the point of delivery stated overleaf not later than the date of delivery stated overleaf. Time shall be of the essence of the contract for the purpose of the delivery of the goods. The supplier recognises that late delivery may cause the company consequential los, such as inability on the part of the company to meet other contractual commitments, and agrees to fully indemnify the company for such loss.

Force Majeure

If delivery is delayed by some cause totally outside the control of the supplier, then he shall give written notice of such cause within 7 days of its occurrence and the company may then (but without prejudice to its other rights) allow such extra time for delivery as is reasonable in the circumstances.

Documentation

  1. All correspondence must quote the company's order number.
  2. Receipt of all orders must be acknowledged in writing to the company's purchasing department at Burton Latimer.
  3. Invoices must be sent to the company's finance department at Burton Latimer.
  4. Advice and despatch notes must be sent to the goods inwards department at Burton Latimer.
  5. Statements must be sent to the company's finance department at Burton Latimer.
  6. All invoices and statements must show separately the VAT rate and total amount of VAT charged and the supplier's VAT registration number.

Guarantee

It shall be the condition of the contract that the goods comply in all respects with the contract description (overleaf) and with any statements or undertakings being made by the supplier, or its employees, sub-contractors, or agents, prior to the giving of the order. The supplier undertakes that all goods and services supplied by him shall be of first class quality and recognises that the company has placed the order relying upon the skill and expertise of the supplier and any statements and representations made by him. The supplier confirms that the goods conform to the specifications, drawings, samples, instructions or designs furnished by or adopted by the company and to any relevant British standard specification. If the goods (or any of them) supplied shall be defective upon delivery or shall prove to be defective within 12 months of delivery, (including defects as to tolerance, performance, safety, materials and workmanship) then the supplier (but without prejudice to the company's other rights) shall rectify the defects or replace the goods (at the company's option) at the supplier's own expense. All the obligations in this condition shall further apply to any such rectified or replacement goods. Any goods rejected by the company shall be returned to, or collected by the supplier, (unless the company requires a sample of the defect) and any shipping or transport costs incurred by the company over the return of such goods shall be the responsibility of the supplier. Furthermore it shall be a condition of the contract that the supplier will recognise that the supply of sub-standard products or goods or the supply of machinery or equipment which fails to operate to its published performance or agreed rating may cause the company consequential loss. The Supplier therefore agrees to fully indemnify the company against any such consequential loss, whether or not the loss was originally suffered by the company or by a third party.

Warranty

The supplier (manufacturer and supplier) warrants that the design, construction and quality of the goods (articles, equipment etc) comply in all respects with all the requirements of any statute, statutory rule or order, or other instrument which may be in force at the time when the same are supplied and which apply to the goods. Nothing in the contract shall limit the rights and remedies available to the company under any such statute, statutory rule or other instrument. Except to the extent that they embody design prepared by the company the supplier warrants that neither the goods nor the use thereof by the company or its assignees will infringe any patent, trade mark, registered design or other proprietary right the supplier undertakes to indemnify the company against all actions, claims, demands and costs arising from or by reason of any actual or alleged infringement of any such right.

Passing of property & Risk

The property and risk in the goods shall pass to the company on delivery but without prejudice to any right of rejection.

Cancellation

The company shall be entitled to cancel this order at any time by giving written notice to the supplier. If the company exercises this right of cancellation it shall be bound to pay a reasonable price for any work already completed but shall otherwise be free from liability.

Indemnity

The supplier shall keep the company full and effectively indemnified against:

  1. Any claims for infringement or any copy right, patent, registered design, trademark or trade name by reason of the use or sale of the goods, supplied and against all costs and damaged which the company may incur in any action for such infringement or for which the company may become liable for such action; and
  2. Any royalties payable by the supplier or the company; and
  3. Any claim in contract or tort or otherwise for any direct or indirect damages, expenses or costs relating to damage to property or injury or loss to any person, firm or company or for any loss of profit or production arising out of, or occasioned by, any error in design or drawings, or any defect in or failure of the goods or part thereof provided or work performed by the supplier or occasioned by reason of any act or omission by the supplier or any subcontractor of his.

Insurance

The supplier and any sub-contractors must be fully insured on a permanent basis against the following:

  1. All product liability risks in relation to any goods supplied and services rendered to the company under any contract or agreement. The maximum sum insured is to be agreeable to the company.
  2. Public liability covering all risks of death or personal injury to any person, or loss or damage to the property of any person arising from the performance of any such contract or agreement. The insured sum is to be a minimum of one million pounds (£1,000,000). Should the company so request, the supplier or sub-contractor will, at any time, provide evidence of such insurance as the company may reasonable require. Such evidence may include policy documents, certificates or insurance or other documents.

Responsibility for loss or damage

The supplier will be held responsible for all goods and free issue materials which are the property of the company and which are in the possession of the supplier, for whatever reason. The full cost of all such goods and free issue materials which are lost, damaged or scrapped by the supplier, whether this deficiency is caused in transit, in storage or during any process which the supplier is carrying out on behalf of the company, will be charged to the supplier in full. It is therefore the responsibility of the supplier to fully insure all company property at replacement value.

Insolvency

If the supplier shall have a petition presented for bankruptcy, have a bankruptcy order made, make a proposal for a voluntary arrangement, have a petition presented, or an order is made, or a resolution is passed for its winding-up, or a petition is presented, or an order is made for its administration or a receiver is appointed over any of its assets, the company shall be at liberty either:

  1. To terminate the contract forthwith by notice in writing to the supplier, or to the receiver or any person in whom the contract may become vested and to remove from the supplier's premises all tooling and other items which are the property of the company; or
  2. To give such receiver, liquidator or other person the option of carrying out the contract subject to his providing a guarantee for the due and faithful performance of the contract.

Visits

The company shall be entitled to make reasonable visits to any or all of the supplier's or its sub-contractor's premises for the purpose of inspecting work in progress and shall give not less than 48 hours notice in writing of such visits.

Sub-Contracting

None of the obligations to be performed by the supplier in accordance with any company purchase order is to be sub-contracted by the supplier, except as is customary in the trade, without the prior knowledge and written consent of the company.

Confidentiality

It is to be noted by the supplier that all drawings samples, patterns, specifications and other information must be strictly confined and kept strictly confidential to the supplier and his employees properly engaged in the manufacture of goods for the company. No similar or parts thereof may be manufactured for any other purpose without the written consent of the company.

All machinery supplied to Alumasc plc or its subsidiary companies must:-

  1. Comply with all current UK and European Safety Legislation including the Health, Safety and Welfare Act 1974 the Supply of Machinery (Safety) Regulations 1992 as amended and the Provision and Use of Work Equipment Regulation 1992.
  2. Conform to all relevant British and European standards.
  3. Have an EC Declaration of Conformity and the EC Mark affixed to it.
  4. Be provided with an operating and maintenance manual in English.

Law

English law shall be the proper law of the contract and all claims under the contract shall be settled by the English courts.