Goods are sold subject to the following conditions, which shall prevail over any and all terms or conditions referred to in the customer’s order elsewhere. Any conditions or solutions to the contrary are hereby excluded, unless agreed specifically in writing by the company.
1) FORMATION OF CONTRACT
a) Quotations do not constitute any offer. No contract shall result until the customer has placed an order which has been accepted by the company. All acceptances of orders whether verbal or in writing shall be deemed to have been made subject to these conditions.
b) Verbal orders and any variations to orders must be confirmed by the customer in writing otherwise the company shall not be liable for any consequent errors or misunderstanding.
c) No assurance gives or terms discussed before order or arising from a previous course of conduct between the parties shall take effect as part of this contract or bind the company in any other way, unless specifically referred to in writing in the company’s quotation or acceptance. This provision shall not prevent these conditions of sale being incorporated between the parties by virtue of any course of dealing between them.
2) PRICES
Prices quoted are subject to alteration without prior notice to confirm with those ruling at dispatch date.
3) PAYMENT
a) Unless otherwise specified by the company in writing payment of any invoices is due no later than the thirtieth day after the date of invoice.
b) In addition, to its other remedies, the company reserves the right to charge interest or delayed payments from the due date of settlement at 6% for every 30 days, or part thereof.
c) Without prejudice to its other rights and remedies, the company may discontinue deliveries and/or at its discretion determine the contract if the customer defaults in payment or becomes insolvent or commences winding-up proceedings or is otherwise incapacitated from doing business in consequence of debt. Notwithstanding, any contract allowing credit payment in full shall become due to the company forthwith upon the commencement of any act or proceeding in which the customer’s insolvent is involved.
d) Buyer agrees to allow seller (company) to come on to any site to re-possess goods if unpaid for at any time.
4) DESPATCH OF GOODS
a) Any dispatch or delivery dates quoted are quoted in good faith but shall be treated as estimates only. The company shall not be liable for any loss, damage, or expense whether direct or indirect caused by any delay in dispatch or delivery howsoever the same may be caused.
b) The company reserves the right to dispatch in total up to ten per cent over or under the quantity of goods ordered and to charge accordingly.
c) Each consignment dispatched shall be considered a separate transaction and defects in or failure of any one consignment shall not affect the due performance or the contract as regards other consignments.
5) DELIVERY OF GOODS
- The customer shall be responsible for providing adequate labor and facilities at delivery points for unloading goods ordered by him and shall keep the company indemnified against claims howsoever arising from such unloading operations.
- The company reserves the right to be up to 6 months late from estimated delivery date (on our acknowledgement) on all deliveries from the far east (China, India, etc.) and is not responsible for global shipping delays.
6) DAMAGE OR LOSS IN TRANSIT
a) Unless otherwise advised in delivery documentation claims must be made in accordance with the time limits stipulated below. In the absence of claims within these limits the goods shall be deemed to have been properly delivered.
i) All claims for damage to or partial loss of goods in transit must be submitted to the company in writing (by email) within 3 days of delivery to the customer or its agent.
ii) All claims for non-delivery for the whole consignment must be submitted to the company within 3 days of the date upon which in the normal course of transit the goods ought to have been delivered to the customer or its agent, by writing (email).
7) CANCELLATION
Unless agreed otherwise in writing the buyer may not cancel or amend any outstanding orders or return goods which have been supplied correctly in accordance with the final order. If such cancellation or return is accepted by the company an agreed percentage of the value of the order shall be accepted by the buyer as a handling/documentation charge.
If the buyer cancels on any order that the company must procure from overseas then the full amount of the order is due in full on the date of cancellation, and the buyer may also be subject to storage and handling charges.
8) LIABILITY AND INDEMNITY
a) Goods are not tested or sold as fit for any particular purpose and it shall be the responsibility of the buyer to inspect the goods before and during fabrication for the quality and specification in accordance with any relevant regulations, codes of practice and safe working loads.
b) The company takes every care with regard to the quality and standard of the manufacture of its goods but as they are used for a multiplicity of purposes and the company has no control over the method of their application or use, the company excludes all conditions or warranties expressed or implied by the statute or otherwise as to the fitness of its goods for any particular purpose.
c) The buyer shall indemnify the company against any claim by a third party in respect of loss or damage to any property howsoever caused arising from the use of or otherwise in connection with the goods. The buyer’s indemnity shall extend to any liability to the company to such third party and all costs and expenses incurred by the company in connection with such claim.
d) It is the buyer’s responsibility to ensure all goods meet all specifications required and supplied by the seller. This includes checking all items before welding onto the plant. In the event a late test determines goods are faulty, there is no way of determining if this is due to welding, being damaged since delivery, etc. Hence the need to report any issues within 3 working days of receipt of goods.
e) The company (seller) will not be liable for “indirect or consequential” losses suffered by buyer, including loss or deferment of profits or revenue, loss of business, cost of removing or repairing faulty goods or other specified losses.
f) No liquidated damages or damages of any kind can be enforced by the buyer unless in a specific clause signed by a director of the company. Such a clause would need to be agreed upon and signed off on before the order is accepted.
9) TITLE AND RISK
a) The goods shall be at the customer’s risk from when the company delivers them in accordance with the contract.
b) The property in the good (both legal and equitable) shall remain with the company until:
i) Full payment on the goods together with any interest and/or storage charges relating thereto has been made.
ii) All other sums owing by the customer have been paid.
c) The customer shall be at liberty to deliver the goods to a third party pursuant to any agreement to re-sell the same and/or to use or incorporate the goods in the manufacture of other products. Subject thereto the customer until payment in full as previously mentioned has been made shall hold the goods in a fiduciary capacity shall keep the goods separate from its other assets and shall not remove or obliterate any mark placed on the goods by the company identifying the goods as its own.
d) The company shall be entitled at any time after payment for the goods has become due and before full payment has been made to re-take possession of the goods and to remove them to their premises. The customer shall be deemed irrevocably to have granted authority to the company to enter upon its, the customer’s premises to take possession of the goods and to remove them therefrom.
e) If the customer fails to make full payment within 7 days of any such removal as aforesaid the company shall be entitled to sell the same and to retain the proceeds of any such sale.
f) In the event of the customer re-selling the goods before making payment in full to the company, the customer shall account to the company for all the proceeds of any resale and prior to paying such proceeds to the company, the customer shall hold the same in a fiduciary capacity keeping the same separate from other money held by it.
g) If the goods or any part thereof are incorporated in or used manufacturing other products before payment in full to the company the property in the whole of such products shall vest in and remain with the company until such payment has been made or such products have been sold as the case may be and all the company’s rights in relation to the goods and/or the proceeds of sale thereof shall extend to such products.
h) The company’s rights hereunder shall be in addition to any and all other rights it may have against the customer at law or equity.
10) ASSIGNMENT AND SUB-CONTRACTING
The company reserves the right to assign or sub-contract the whole or part of this contract. Amalgamation of the company with some third party shall not constitute grounds for termination by the customers.
11) DISPUTE PROCEDURE
a) Arbitration
Any difference or dispute arising between the customer and the company relating to the quality or specification of the goods being the subject of this contract may be referred by either party to a single arbitrator to be agreed upon between the parties. The decision of the Arbitrator shall be final and binding.
b) Law
If arbitration is not mutually acceptable the contract shall be deemed made in England and shall be governed by English Law for all purposes. Any claim brought by the customer against the company shall be brought exclusively in the English Courts.
12) VARIATIONS
Any variations to the conditions of sale must be in writing and signed by the Directors of the company.
13) INTERPRETATIONS
In these conditions the expression ‘The company’ shall mean Arran Pipeline Supplies Limited.