“Company” means Dymond Engineering and Metal Products Ltd and its subsidiaries.
“Contract” means the Purchaser’s order accepted either in writing or verbally by the company.
“Purchaser” means the person or Company whose order for the goods is accepted by the Company.
“Goods” means all goods supplied under the Contract.
1.1. These conditions govern all contracts made by the Company to the exclusion of any other terms and conditions for the supply of Goods to the Purchaser, unless by prior written agreement.
1.2. No variation of these conditions of sale shall be binding unless agreed in writing by an authorised representative of the Company.
1.3. No order which has been accepted by the company, may be cancelled by the purchaser, except with the agreement in writing of the Company and on the terms that the purchaser shall indemnify the Company in full against all loss (including profit), cost (including all cash or labour and all materials used).
- ORDER AND SPECIFICATION
The purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Purchaser, and for giving the Company any necessary information relating to the Goods within sufficient time to enable the Company to perform the contract in accordance with its terms.
- PRICES OF GOODS / SERVICES
3.1 The price of the Goods and Services shall be the company’s quoted price or as subsequently confirmed in writing by the Company and shall be exclusive of any applicable Value Added Tax, which the purchaser shall be liable to pay the Company.
3.2 The Company reserves the right to increase the price of the goods to reflect any increase in costs to the Company, which is due to any factor beyond the control of the Company.
- TERMS AND PAYMENT
4.1 The purchaser shall pay the price of the goods within 30 days following the end of the month in which the Company’s invoice is dated, unless other payment terms have been agreed in writing.
4.2 The company shall be entitled to charge interest upon any amount remaining unpaid 30 days from the date of the invoice at the rate of 5% per annum above the Bank of England base rate from time to time from the date when payment became due until payment in full is made.
- RETENTION OF TITLE TO GOODS
5.1 Notwithstanding the passing of risk, the title to and property in the Goods shall remain with the Company until the Buyer has paid all sums due and owing to the Company.
5.2 Until title to the Goods passes the Buyer;
5.2.1 shall hold the Goods as fiduciary agent and bailee for the Company;
5.2.2 shall keep the Goods separate and stored so as to be clearly identifiable as belonging to the Company;
5.2.3 is licensed by the Company to sell the Goods in the ordinary course of business provided that the proceeds of sale are held in trust for the Company and always identifiable and provided also that the Buyer’s power of sale may be revoked at any time by the Company and shall cease automatically if the Buyer commits any act of bankruptcy or enters into administration, receivership or winding up; and
5.2.3 on demand shall deliver up the Goods to the Company, which the Buyer irrevocably authorises to enter the Buyer’s premises for the purpose of recovering the Goods.
- QUANTITY AND DELIVERY
6.1 The goods will be delivered by normal commercial means to the place, if any, named in the order or such other address in Great Britain, as may be specified by the purchaser and delivery will take place at the point where the products first enter upon the customer’s premises. Carriage will be charged as applicable. Delivery by Passenger train, boat or air freight will be charged as an extra.
6.2 Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in delivery of the goods however so caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing.
6.3 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions of sale or any claim by the purchaser in respect of any one or more instalments shall not entitle the purchaser to treat the contract as a whole as repudiated.
6.4 If the purchaser fails to take delivery of the goods or fails to give the Company adequate delivery instructions of the time stated for delivery then without prejudice to any other right available to the Company, the Company may:
6.4.1 store the goods until actual delivery and charge the purchaser the reasonable costs (including insurance) for storage, or
6.4.2 sell the goods at the best price readily available and (after deducting reasonable storage and selling expenses) account to the purchaser for excess over the price under the contract or charge the purchaser for any shortfall below the price under the contract.
- RISK AND PROPERTY
7.1 Risk, all damage to or loss to the goods shall pass to the purchaser at the time of delivery to the purchaser.
7.2 The Company will repair, or replace, free of charge, goods damaged or lost in transit in the United Kingdom, provided that the carriers and the Company receive written notification of such damage within three days of the delivery of such loss, or within 14 days of the despatch, whichever shall be the earlier.
- FORCE MAJEURE
8.1 The Company shall not incur any liability or be responsible for any loss or damage sustained by the Buyer arising out of or consequence of any interruption in the source of supplies, holding up or delay in shipment of deliveries, any prohibition of import or export, the seizure or stoppage of or requisition of ships or vessels, Act of God, outbreak of hostilities (whether or not war is declared) insurrection, riot, Civil disturbance, Government act or regulation, fire, flood, explosion, accident, theft, climatic conditions, strike, lock-out or trade dispute (whether of the Company’s employees or some other parties), shortage or unavailability of goods, labour or power, or caused by or resulting from any other event or circumstances (whether or not of the same or similar kind to those enumerated) beyond the Company’s control.
8.2 Without prejudice to the generality of paragraph (a) of this condition, the Company shall have the right to cancel or delay delivery or reduce the amount delivered (without any liability on the Company for any loss or damage consequential or otherwise arising therefrom) if the Company is unable to fulfil its contractual obligations by reason of any cause beyond the Company’s control.
- FINANCIAL RISK
If the Company considers in its absolute discretion that the financial circumstances of the Buyer do not justify payment on the credit terms or any other arrangements previously agreed or the Buyer fails duly to pay for any Goods or to comply with any other material requirements under any other contract with the Company, then in either such event the Company may, at its option, without prejudice to any of its other rights or remedies, either require payment in cash before despatch of Goods remaining to be delivered or may cancel all or any contracts with the Buyer and in the case of contracts where delivery is to be made by instalments cancel all or any of such contracts as regards undelivered instalments.
- WARRANTIES AND LIABILITY
10.1 Subject to the conditions set out below the Company warrants that the goods will be free from defects in design, materials and workmanship for a period of (6) months after the goods have been delivered (“the Warranty Period”).
10.2 The above warranty is given by the Company subject to the following conditions.
10.3 The Company shall be under no liability to the purchaser in respect of any defects arising from fair wear and tear or any of the following acts or omissions of the purchaser, wilful damage, negligence, misuse or alteration or repair of the goods, without the Company’s written approval.
10.4 The company shall be under no liability under the above warranty if the total price for the goods has not been paid by the due date for payment.
10.5 In the case of goods which are not all the company’s manufacture, the purchaser is entitled only to such benefits as the Company may receive under any guarantee or warranty given to it in respect thereto.
10.6 In the event that any work carried out by the Company for the purchaser is suspended or delayed for a period of thirty days or more, at the request of, or as a result of any defaults on the part of the purchaser, the Company shall in addition to any other right or remedy that it may have as a result of such suspension or delay, be entitled to payment upon the expiry of the period of thirty days. For all work carried out by it, up to the date of commencement of such suspension or delay, together with all costs incurred by the Company in relation to such work including without limitation, the cost of materials specially ordered, storage charges and other additional cash.
- RIGHT OF THIRD PARTIES AND ASSIGNMENT OF INVOICES
11.1 Nothing in this contract is intended to grant any third party any benefit under this contract for the purposes of the contract. (Right of Third Parties Act.)
11.2 The Company reserves the right to factor their book debts, including those which may arise from the sale of goods supplied by the Company to the purchaser.
11.3 The assignment of such debts does not constitute the sub-contract of the Company’s’ obligations
11.4 Amounts owed by the purchaser under the company’s invoices remain payable by the purchaser to the Company.