STANDARD CONDITIONS OF SALE
In these conditions:
“Buyer” means the person, firm or company receiving a quotation from, and/or placing an Order for Goods and/or Services with, the Seller;
“Contract” means the Order, any specification or terms agreed in writing between the Buyer and the Seller relating to the sale of the Goods and/or Services and these conditions;
“Goods” means the goods which are the subject of the Order placed by the Buyer with the Seller;
“Order” means the order or orders of purchase placed by the Buyer on the Seller for the supply of Goods and/or Services and accepted in writing by the Seller;
“Schedule” means the delivery schedule issued in relation to the delivery of the Goods and/or Services;
“Seller” means Paralloy Limited (a company registered in England and Wales with company registration number 260752 whose registered office is at Paralloy House, Billingham TS23 4DA UK;
“Services” means the services (if any) which are the subject of the Order placed by the Buyer;
“Specification” means the specification and any additional drawings or information which shall be mutually agreed and if provided by the Buyer shall be agreed by the Seller or if provided by the Seller shall be approved by the Buyer
“Warranty Period” means a period of 12 months from the delivery of the Goods or performance of the Services.
1. GENERAL
1.1 Contracts and Orders are only accepted subject to the following conditions of sale. No variation of these conditions or of the Buyer's Order shall apply unless expressly agreed in writing by the Seller.
1.2 A quotation is not an offer and may be withdrawn at any time without notice. An Order or Schedule given by the Buyer is not binding on the Seller until accepted in writing.
2. APPLICATION OF THESE CONDITIONS
2.1 These conditions shall apply to the Order and any Schedule between the Buyer and the Seller to the exclusion of all other terms including those which the Buyer may purport to apply to the transaction.
2.2 In the event of any conflict between any of the documents forming the Contract:-
2.2.1 the Order shall prevail over (i) any specification or terms agreed in writing with the Seller and (ii) these conditions; and
2.2.2 any specification or terms agreed in writing with the Seller shall prevail over these conditions.
3. DELIVERY
3.1 Any date for delivery quoted by the Seller is for information only and the Seller shall have no liability (whether in contract, tort (including without limitation, negligence) or otherwise) for the consequences of delay in delivery unless the Seller shall have previously agreed in writing specifically to make payment in respect of such delay in which case the Seller's liability shall be limited to the amount so agreed.
3.2 Delivery of the Goods shall be given and taken at the Seller's premises unless the Seller has specifically agreed in writing to arrange transport for the Goods in which case delivery shall occur when the Goods arrive at the designated place of delivery.
3.3 If manufacture or delivery of the Goods and/or performance of the Services is prevented or delayed by any cause beyond the Seller's control (including without limitation fire, war, civil disorder, industrial dispute, acts of Government, shortage of labour, materials, power, equipment, transportation or supplies delivery and/or performance may be suspended by the Seller on giving notice in writing to the Buyer. In these circumstances the time for delivery and/or performance shall be extended by the period during which manufacture, delivery or performance is so prevented or delayed.
3.4 Unless otherwise agreed, delivery may be by instalments. Neither failure to deliver nor delivery of defective Goods in one or more instalments shall entitle the Buyer to cancel or reject subsequent instalments.
3.5 Where Goods are sent by the Seller to the Buyer in circumstances where it is usual for the Buyer to insure, the Seller shall not be obliged to give notice to the Buyer to enable the Buyer to insure the Goods during transit. Delivery to the carrier shall constitute delivery to the Buyer and the Seller shall not be required to make any contract with the carrier on behalf of the Buyer. The Seller shall not be responsible for any loss or damage to the Goods in the course of transit.
4. TITLE AND RISK
4.1 The Buyer shall not obtain title to the Goods until the earlier of:-
4.1.1 full payment to the Seller of all sums due from the Buyer to the Seller under this Contract and under all other contracts between the Seller and the Buyer (whether or not the sums are immediately payable); or
4.1.2 incorporation of the Goods by the Buyer in other products; and
4.1.3 bona fide sale and delivery of the Goods by the Buyer at full market value.
4.2 Risk in the Goods shall pass to the Buyer (so that the Buyer is then responsible for all loss and
deterioration of the Goods or for any damage occurring) at the time delivery takes place in accordance with condition 3.2.
4.3 The Seller may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licenses the Seller, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that condition 4.4 below is being complied with by the Buyer or of recovering any Goods in respect of which title has not passed to the Buyer.
4.4 Until title to the Goods has passed to the Buyer under these conditions it shall possess the Goods as fiduciary agent and bailee to the Seller. The Buyer shall ensure that the Goods are kept properly stored and protected and are kept separate from other goods and shall ensure that they are clearly identifiable as belonging to the Seller. During such time as the Buyer possesses the Goods with the Seller's consent, the Buyer may in the normal course of its business sell the Goods as principal but without committing the Seller to any liability to the person dealing with the Buyer.
4.5 The Buyer shall insure the Goods, with an insurer of good repute, against all risks and to the full market value of the Goods.
5. PRICE AND PAYMENT
5.1 The price for the Goods and/or Services shall be as agreed in writing from time to time. Unless otherwise agreed, all duties or taxes on the Goods, Services or the Contract and all bank charges are excluded from the price and are for the account of the Buyer.
5.2 Unless otherwise agreed in writing, all prices shall include packaging but exclude transportation and insurance costs.
5.3 Unless otherwise agreed with the Buyer, the Seller shall be entitled to submit its invoice when the Goods are delivered and/or the Services performed or at any time thereafter. Unless otherwise agreed, payment is due at the end of the month of delivery of the Goods or performance of the Services. In the event of late payment the Seller shall (without prejudice to its other remedies) be entitled to suspend further deliveries of the Goods to the Buyer or further performance of the Services.
5.4 Where Goods are delivered by Schedule deliveries or instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these conditions.
5.5 The Buyer shall not have any right to set off from any monies due or to become due to the Seller any monies due to the Buyer from the Seller.
5.6 In addition to its other rights, the Seller shall be entitled to a general lien on all Goods of the Buyer in the Seller's possession for the unpaid price of any Goods sold or work performed by the Seller for the Buyer under this or any other contract.
6. SPECIFICATION
6.1 The Buyer shall be solely responsible for ensuring that the Specification and all drawings, information, advice and recommendations given to the Seller, either directly or indirectly by the Buyer are accurate, correct and suitable for the Goods and/or Services in question. Examination or consideration by the Seller of the Specification and drawings, information, advice or recommendations shall not limit the Buyer's responsibility.
6.2 The Buyer shall indemnify the Seller from and against all actions, claims, costs and proceedings which arise due to the manufacture of Goods or performance of Services by the Seller being in accordance with the Specifications if such Specifications are inaccurate, inappropriate or contain design defects or if they infringe or are alleged to infringe a patent, copyright, registered design, design right or design copyright or other right of any third party.
6.3 The Specification and all intellectual property rights therein shall vest in the providing party. All other intellectual property rights created in relation to the Goods and/or Services shall vest in the Seller.
7. WARRANTY
7.1 The Seller warrants only that the Goods and Services comply with the Specification. Subject to condition 7.2 any Goods shown not to comply with their agreed Specification will, when practicable, be replaced, or in the case of Services, re-performed as originally ordered provided that the Buyer immediately notifies the Seller of such defect within the Warranty Period. If replacement is not practicable, the price will be refunded or credited to the Buyer.
7.2 The obligations of the Seller in respect of defects in Goods not manufactured by the Seller are limited to the guarantee (if any) which the Seller receives from the manufacturer or supplier of such Goods.
7.3 The obligations stated in condition 7.1 and 7.2 above are in lieu of any undertaking on the part of the Seller express or implied, by statute or otherwise, as to the description, quality or fitness for purpose of the Goods, all of which are hereby excluded, so far as permitted by law.
7.4 Except as expressly stated in these conditions (or otherwise agreed in writing between the Buyer and the Seller) the Seller shall not be liable to the Buyer whether in contract, tort (including without limitation negligence) or otherwise under or in connection with this Contract.
7.5 In no circumstances shall the Seller be liable (whether in contract, tort (including negligence) or otherwise) for any loss special to particular circumstances of the Buyer, or for any indirect losses, or any work required in connection with the removal of defective goods and the installation of repaired or replacement goods, or any recall costs, loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, increased costs, damage to property, wasted expenditure or any claims from third parties or for any consequential losses whatsoever.
7.6 Nothing in condition 7 shall operate to exclude the Seller's liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
7.7 The Seller's total aggregate liability, in respect of all claims that the Buyer may have against the Seller whether in contract, tort (including negligence) or otherwise (other than claims for death or personal injury to the extent that the same is caused by a failure of the Seller to take reasonable care) arising in connection with the performance of this Contract shall be limited to the portion of the Order price of the Goods and/or Services on which such liability is based and the Buyer agrees to ensure adequately to cover claims in excess of such amount.
8. WORK ON BUYER'S MATERIAL
8.1 If the Contract provides for the Seller to carry out work on material supplied by the Buyer, the Seller shall have liability only in respect of work done by the Seller and any such liability shall be limited to the value of the materials. Such materials shall remain at the risk of the Buyer at all times, unless otherwise agreed.
8.2 Where materials are supplied by, or on behalf of, the Buyer to the Seller, the Buyer shall be responsible for ensuring that the material is of satisfactory quality and fit for purpose and shall indemnify the Seller against any loss, damage, injury or expense arising directly or indirectly from any actual or alleged fault in or incorrect specification of such materials.
8.3 The Buyer shall indemnify the Seller against any damage to tooling or additional processing cost incurred as a result of the material supplied by the Buyer not being of good quality, not being fil for purpose or not complying with its specification.
8.4 All metal removed from the Buyer's material shall become the property of the Seller unless otherwise agreed.
9. DIES AND TOOLS
Unless otherwise agreed, dies and tools shall be owned by the Seller even when their cost is charged to the Buyer. Where dies and tools are supplied by the Buyer they will remain entirely at the risk of the Buyer while in the possession of the Seller. The Seller will normally retain dies and tools for a reasonable time in expectation of further Orders but without obligation to do so.
10. TERMINATION
10.1 The Seller may terminate the contract or suspend deliveries thereunder at any time by notice in writing if:-
10.1.1 the Buyer, being an individual, has a statutory demand or bankruptcy petition issued against him/her or applies to the court for an interim order under the UK Insolvency Act 1986 (as amended) (or equivalent legislation), as amended from time to time, or makes a proposal for an individual voluntary arrangement under that legislation or, being incorporated:-
(a) goes into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose; or
(b) has an administrative receiver or receiver appointed over all or any part of its assets or undertaking; or
(c) has an action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself; or
(d) has proposed in respect of it a company voluntary arrangement pursuant to the UK Insolvency Act 1986 (or equivalent legislation) as amended from time to time; or
(e) ceases or threatens to cease to carry on business; or gives the Seller reasonable grounds for believing that the Buyer is unable to meet its debts as they fall due.
10.1.2 anything analogous to any of the events described in condition 10.1.1 occurs under the law of any jurisdiction to which the Buyer is subject.
10.1.3 the Buyer is in breach of any of the terms of the Contract.
10.2 Termination of the Contract shall not prejudice the rights, obligations and duties of each party arising prior to the termination taking effect.
11. INDUSTRIAL PROPERTY RIGHTS
11.1 The Buyer warrants that any drawings, designs or Specifications that it provides to the Seller in relation to the manufacture and supply of the Goods and/or the Services will not infringe any intellectual property rights of any third party.
11.2 Without prejudice to any other right or remedy of the Seller, the Buyer shall indemnify the Seller against all costs, claims, liabilities and expenses in respect of any infringement of a patent, copyright, design or other industrial property right or other right of any third party resulting from compliance with the Buyer's instructions express or implied.
12. CONFIDENTIALITY
12.1 All information and data provided by either party in connection with the Contract shall be used solely in the performance of the Contract (the "Information"). Both parties shall treat the Information as confidential and shall not disclose the Information to any third party unless necessary for the production of the Goods and/or Services. Both parties shall ensure that any of its employees, agents or subcontractors to whom it discloses the Information are aware of and comply with the obligations under this condition 12.
13. MISCELLANEOUS
13.1 A failure by the Seller to exercise, or a delay in exercising, any right or remedy under the Contract shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which the Seller may otherwise have and no single or partial exercise of any right or remedy under the Contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
13.2 Any waiver of a breach of any of the terms of the Contract or any default under the Contract shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Contract.
13.3 If any provision of these conditions is or shall become void in whole or in part the other provisions of these conditions shall remain fully valid and enforceable and the void provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of the Contract.
13.4 Save as provided in condition 4.3, a person who is not a party to the Agreement (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of these conditions. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
13.5 The Seller is a member of a group of companies and the Seller may perform any of its obligations or exercise any of its rights under the Contract by itself or through and for the benefit of any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
13.6 Nothing in these conditions shall prevent the Seller exercising any other rights or remedies it may have.
13.7 The Buyer shall not be entitled to assign any of its rights or sub-contract any of its obligations under the Contract.
13.8 The Buyer warrants that any person placing an order on behalf of the Buyer with the Seller is acting within their authority and is authorised to do so by the Buyer.
14. DISPUTES AND LAW
14.1 Any dispute or difference between the Buyer and the Seller arising out of or in connection with the Contract shall first be referred to managers of the parties to be resolved within 30 days of such referral.
14.2 The formation, interpretation and operation of the Contract shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts or if the Seller so requests to the jurisdiction of the courts in the country in which the Buyer is domiciled. The Buyer irrevocably waives any objection it might at any time have to the courts of the England or (as the case may be) the courts of its domicile.
STANDARD CONDITIONS OF SALE
Nuffield Road, Cowpen Industrial Estate,
Billingham, Cleveland, UK.
TS23 4DA. Tel: 01642 370686
Company Registration Number: 00260752
Ref: UK 02/01/2020