Glendale Forge - Conditions of Sale

1. General

1. The expression "the Supplier" in these conditions shall mean F.M. Tucker of "Glendale", Monk Street, near Thaxted, Essex, England trading under the name or style of "Glendale Forge" and any further Partners in his present business (if any) at the date of contract,
2. All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other conditions or warranties whatsoever are excluded from the Contract or any variation thereof, unless and to the extent expressly accepted by the Supplier in writing.
3. Quotations shall only be available for acceptance for a maximum period of 28 days from the date thereof and may be withdrawn by the Supplier within such period at any time by written or oral notice.
4. Acceptance of delivery of goods shall constitute acceptance of these Conditions where acceptance has not previously been communicated by the customer to the Supplier.
5. These Conditions of Sale can only be altered or qualified by a document signed by the Supplier (and not by his servants or agents) setting out the relevant alterations or qualifications in full.
6. Commercial terms such as C.I.F. and C and F in any quotations or correspondence from the Supplier shall have the meanings assigned to them by "Incoterms 1953" Conditions published by the International Chamber of Commerce, Paris.
7. The headings in these Conditions are included for convenience and shall not be considered in construing this Agreement.

2. Delivery

1. Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated. Date of delivery shall in every can be dependent upon prompt receipt of all necessary information, final instructions or approvals being obtained from the Customer. Alterations by the Customer in design specifications or quantities required may result in delay in delivery.
2. Where delivery is postponed otherwise than due to default by the Supplier the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.
3. All goods for delivery outside Great Britain are sold C.I.F. or C and F as may be agreed between the Supplier and the Customer and in the cam of a C and F Contract the Customer shall be under a duty to insure the goods during transit and the supplier shall be under no obligation to give the Customer the notice specified in Section 32( of the Sale of Goods Act 1893. The Customer shall be WEIV responsible for obtaining and paying for all necessary import and other governmental authorisations.

3. Title

Title in the goods shall pass to the Customer when payment in full has been made under the Contract and the Customer shall permit the servants or agents of the Supplier to enter on to the Customer's premises and to repossess the goods at any time prior thereto. The Customer shall only be at liberty to resell the goods purchased from the Supplier prior to the passing of Title on the understanding that if he or it does so resell the goods then he or it will hold on trust for the Supplier so much of the proceeds of sale received by him or it under Contracts which include any of the goods hereby sold either in their original or altered state as are necessary to discharge payment in full to the Supplier.

4. Cancellation

Cancellation will not normally be permitted by the Supplier and if permitted in the Supplier's absolute discretion in the most exceptional circumstances will only be agreed to by the Supplier on condition that all costs and expenses incurred by the Supplier up to the time of cancellation and all loss of profits and other loss or damage resulting to the Supplier by reason of such cancellation will be reimbursed by the Customer to the Supplier forthwith.

5. Prices

1. All prices quoted are unless otherwise stated not ex works exclusive of Value Added Tax and the C.I.F. or C and F price of goods for delivery outside Great Britain will be advised separately upon application for a quotation.
2. The Contract price payable by the Customer shall be the price Quoted together with such sum as is sufficient to cover any increase to the Supplier after the date of the quotation in the cost of performance of the Contract due directly or indirectly to Government action or to strikes or to fluctuations in the cost of labour, overheads, currency exchange rates, taxation, customs duties, demurrage charges, transport charges, shipping rates and insurance rates or to the imposition of surcharges on any of the three latter items or to any other unforeseeable events. Such additional sum shall become part of the agreed Contract price without the necessity for prior notice to or further agreement by the Customer so that goods shall be invoiced at the Supplier's price for the goods ruling at the date of despatch.
3. In the event of any alteration being required by the Customer in design or specification the Supplier shall be entitled to make an adjustment of the Contract price corresponding to such alteration.
4. Carriage and packing if required by the Customer shall unless otherwise stated or taken into account in a C.I.F. or C and F quotation be charged extra.

6. Terms of Payment

Unless otherwise agreed by the Supplier in writing (and with the exception of goods for delivery outside Great Britain) payment shall be made within 28 days of the date of the invoice relating to the goods. In the case of goods for delivery outside Great Britain no payment by the Customer should be made until an invoice is received from the Supplier. When such an invoice is received full advance payment must be made before the goods are dispatched unless an irrevocable letter of credit drawn on a London Bank is first opened in favour of the Supplier or equivalent arrangements to the satisfaction of the Supplier are made. Payment shall be made in sterling and each consignment shall be separately invoiced in accordance with the foregoing provisions. No disputes arising under the Contract nor delays beyond the control of the Supplier shall interfere with prompt payment by the Customer. In the event of default in payment by the Customer in accordance with the agreed terms the Supplier shall be entitled without prejudice to any other right or remedy to suspend all further deliveries and to charge interest on any amount outstanding at a rate of 1% per month or part of a month until full and final settlement.

7. Dimensions

The Supplier reserves the right to after or change dimensions of the goods supplied within reasonable limits having regard to the nature of the goods. Dimensions specified by the Supplier are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required. The incorporation of a reference to any particular type of goods in the trade literature of the Supplier does not constitute a guarantee or representation that the relevant goods or manufactured in whole or in part by the Supplier or that they will be available for order by a Customer at any particular time.

8. Shortages and defects apparent on inspection

1. The Customer shall have no right or claim for defects or shortage apparent on inspection for which the Supplier might otherwise be liable unless :-
   (i) the Customer inspects the goods immediately on arrival at his or its premises, and
   (ii) a written complaint is made to the Supplier within seven days of receipt of the goods or such shorter period as the carriers conditions (if applicable) require specifying the shortage or defect, and
   (iii) the Supplier is given a reasonable opportunity to inspect the goods and investigate any complaint before any use is made of the goods.
   If a complaint is not made to the Supplier as herein provided then the goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to the Contract and to pay for the goods accordingly.
2. Whilst the Supplier endeavours to take all care in packing goods for transit, whether or not the Supplier arranges delivery, the Supplier is in no way responsible for delivery of the goods and is in no way liable for claims for loss or damage in transit which must be made by the Customer against the Carrier in accordance with the Carrier's condition.
3. All allegations of total non-delivery of any consignment of the goods must be made by the Customer, in writing to the Carrier and to the Supplier within ten days of the date of the Supplier's advice note or invoice or other notification of despatch or such shorter time limit as may be specified in any conditions of the Carrier.
4. Failure by the Customer to comply with the provisions hereof shall render the Customer liable for any temporary or permanent loss of the goods and all additional costs and expenses of the Supplier in relation thereto.

9. Guarantee

1. The Customer shall have no claim or set-off in respect of defects not apparent on inspection at the time of delivery unless (i) a written complaint is sent to the Supplier as soon as reasonably practicable after the defect is noticed and no use is made of the goods thereafter or alteration mode thereto by the Customer before the Supplier is given a reasonable opportunity to inspect the goods. (ii) the complaint is sent within 12 months of the date of delivery by the Supplier or in the case of any items not manufactured by the Supplier within a guarantee period specified by the manufacturer of such item.
2. The Customer shall not be entitled to any claim or sot-off in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Supplier not in respect of any defect arising by reason of fair wear and tear or damage due to misuse
3. The Supplier agrees in the case of goods supplied by the Supplier being accepted by him as detective or faulty (damage due to fair year and tear or to mistreatment excepted) to deliver replacements or at his option to repay the Customer all sums paid in respect of the defective goods supplied provided that the defect of fault is Ratified to the Supplier in writing in accordance with these Conditions. Delivery of replacements shall include all costs of delivery but shall exclude all consequential loss or removal or rectification work required in connection with the installation of such replacements (if appropriate).

10. Liability

Save where the Supplier is shown to have failed to exercise reasonable care in the manufacture and supply of goods, the Supplier shall not be liable in any circumstances whatsoever for any loss, damage to property, death or personal injury incurred or suffered by the Customer or any other person as a result of any fault or defect in the goods sold by the Supplier and in no circumstances shall the Supplier be liable for any consequential loss or loss of profits suffered as &-result of any such fault or defect. Further the Supplier's liability whether in respect of one claim or the aggregate of various claims other than claims for death or personal injury due to negligence on the part of the Supplier shall not exceed the purchase price payable by the Customer under the Contract.

11. Confidentiality

All tools, dies, patterns and other equipment or any drawings, documents or other information used in the manufacture of any of the Supplier's goods or sent or disclosed to the Customer shall be and remain the property of the Supplier who also reserves any relevant copyrights, unless otherwise expressly agreed in writing. The Customer shall not permit any third party to use such equipment nor to disclose to any third party any measurements, dimensional design or other details or any other information in respect of such equipment drawings or documents at any time.

12. Insolvency

If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a solvent voluntary winding for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking the Supplier shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Supplier.

13. Force Majeure

The Supplier shall not be under any liability for any delay, loss or damage caused wholly or in part by an Act of God, governmental restriction conditions or control, any laws. rules or regulations of the country of origin of the goods, non-arrival of imported goods, inability to obtain transport of loading facilities or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves his servants or not by reason of any other act, matter or thing beyond his reasonable control.

14. Notice

Any notice to be served pursuant to these conditions shall be deemed to be well served if sent by registered or recorded delivery post, cable or telex to the Customer or Supplier at their respective addresses as supplied to that others party and the date of service shall be the day and time such communication would be received in the ordinary course of transmission.

15. Proper Law

The Contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.