TERMS AND CONDITIONS OF MANUFACTURE AND SALE of MOORLAND TOOLMAKING COMPANY LIMITED (“The Seller”)
1.GENERAL
Moorland Toolmaking Company Limited only sell and/or supply goods and/or services on these conditions which m case of conflict shall override any terms or conditions imposed by the Buyer and which can only be varied by writing signed by the Seller’s duly authorised representative. Each contract between the Buyer and the Seller (as the supplying company) is referred to below as “the Contract”.
2. PREVIOUS COMMUNICATIONS
All previous correspondence, writings. telegrams or verbal communications are to be regarded as superseded and not forming part of the Contract.
3. CONTRACT
Quotations unless previously withdrawn shall be valid for a period of 30 days, an order is not binding on the Seller unless (expressly or impliedly) the Seller accepts it and any action by the Seller pursuant to the order shall be taken as the Seller’s acceptance of it on these conditions.
4. PRICE VARIATON
If extra expense is incurred as a result of the Buyer’s instructions or lack of instructions the Seller shall be entitled to recover such extra expense from the Buyer.
5. PAYMENT
- 5.1 Unless the Seller agrees otherwise in writing the Seller’s terms of payment in
- 5.1.1 one third of the total contract price is payable forthwith on receipt by the Buyer of the Seller’s order acknowledgement form
- 5.1.2 a further one third of the total contract price will be payable by the Buyer
within 30 days after receipt by the Buyer of the goods which form the subject matter of the Contract or on notifications by the Buyer to the Seller at the Buyer’s approval of samples provided to him by the Seller. whichever is the earlier.
- 5.2 In all other circumstances the Seller’s terms of payment, unless the Seller otherwise agrees in writing are that each invoice is payable in full by the end of the month following the month of delivery, save that the payment terms for any invoice totaling in excess of £10.000 shall be as detailed in Clause 5.1 above.
6. SUB CONTRACTING
The Seller shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of or giving notice to the Buyer. Sub-contractors undertake such work as the Sellers Agents.
7. DELIVERY AND PASSING OF RISK
- 7.1 Any stipulated time for delivery shall date from the acceptance by the Seller of the Buyer’s order or the receipt by the Seller of all the necessary information. drawings, specifications and models to enable the Seller to put the work in hand, whichever shall be the later. Unless otherwise agreed. The Seller shall deliver the goods lo the Buyer at the place or port of shipment specified. In
cases where the Seller makes a contract of carriage and/or arranges for insurance of goods in transit the Seller shall be deemed to be acting as the Buyer’s agent and sub-Section {2) and (3) of Section 38 Sale of Goods act 1979 shall not apply.
- 7.2 Risk of any loss. deterioration or damage shall nevertheless be borne by the Buyer from the moment of appropriation of goods to the Contract except to such extent (if any) as the Seller may have the benefit of insurance against such risk. If the Seller stores, transports or works on any goods or other property (including goods about to be delivered by the Seller or goods intended for the incorporation in or use in contract goods or services) belonging to the Buyer or any third party the Seller does so (and they are packed and carried) at the Buyer’s sole risk and (except as provided in these conditions) the Seller shall have no liability to the Buyer or any other party for loss. deterioration or damage to such goods or other property howsoever arising and whether by negligence or otherwise.
8. TIME OF DELIVERY
Time of Delivery or Completion shall not be of the essence of any contract and the Seller shall have the right to cancel, suspend or delay delivery if it is prevented from or hindered in or delayed in manufacturing or delivering by normal route of means of delivery the goods covered by this contract through any circumstances beyond its control including but not limited to strikes, lockouts, accidents. war, fire, reductions in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources or routes of supply.
9. SUSPENSION OR CANCELLATION OF DELIVERIES
If the Buyer shall fail to pay to the Seller on the due date any sum payable under the contract or (being an individual) the Buyer dies or is unable to pay his debts as and when they fall due or (being a corporation) the Buyer enters liquidation or suffers the appointment of a receiver or an administrative receiver or if any order shall be made or any resolution passed for winding up the same, the Seller may, without prejudice to its other rights either suspend or cancel further deliveries and
debit the buyer with any loss sustained thereby.
If the Buyer cancels his order the Seller shall be entitled to:
- (a) recover any loss sustained thereby from him including any liability incurred by the Seller to any sub-contractor and
- (b) make a cancellation charge of 15% of the price.
10. DEFECTIVE PRODUCTS AND LIMITATION OF LIABILITY
- 10.1 The Seller warrants all goods or services supplied by it to be free from defect in material or workmanship which cause failure under normal usage and service within 12 calendar months from the date of delivery of the goods to the Buyer provided that:
- (a) the claim is not attributable to fair wear and tear or any fault or damage
arising from impact modification, inappropriate use or treatment. incorrect handling or exposure to corrosive substances or substances otherwise injurious to the goods or their constituent materials;
- (b) the Buyer shall within 7 days of becoming aware of such defect notify the Seller or, its authorised agent in writing of such detect: and
the Buyer shall in case of portable goods return the goods to the Seller for inspection or in the case of goods which are not portable or which cannot be for some other good reason be returned by the Buyer to the Seller allow the Seller or its authorised agent reasonable facilities for inspecting the same.
- The Seller shall not be responsible for any costs or expenses of dismantling, transportation or installation of the goods or other incidental or Indirect costs or expenses, which may be involved in repairing or replacing the defective goods.
- 10.2 The Seller’s liability in relation to sale or supply of goods is limited to the
repair or at the option of the Seller, the replacement of goods, and in relation to the provision of services is limited to the cost of such services.
- 10.3 Where loss or damage arises from the breach of contract, negligence, misrepresentation otherwise neither the Seller nor the Seller’s employees (on whose behalf the Seller contracts for the purposes of this condition) shall be under any liability to you or to third parties for any loss or profit or consequential loss or damage however arising; or to any extent greater or other than the cost of goods or services supplied by us.
- 10.4 Nothing in these conditions shall apply to exclude or restrict any liability under sub Section 2 (1), 6 (1), 6 (2) or 7 (2) of the Unfair Contract Terms Act 1877 which cannot in the relevant circumstances be excluded or restricted.
11. INDEMNITY
The Buyer shall indemnify the Seller against all claims in respect of any loss, in1ury or damage sustained by a third party arising from the sale of the goods to the Buyer howsoever caused and also against all actions, proceedings. costs, claims, demands and expenses made, brought or claimed against the Seller in respect of the infringement of any patent, trademark, registered design or similar right arising from the manufacture or supply of any goods or the doing of any work or the use of any article or material by the Seller to the design or specification or upon the instruction by order of the Buyer.
12. PERFORMANCE OF CONTRACT
Each delivery shall be considered a separate transaction and the failure of any one delivery shall not effect the due performance of the Contract as regards other deliveries.
13. LIEN
In addition to any right of lien given by law me Seller shall have a general lien upon all goods to be supplied to the Buyer in respect o/ all sums due from or claims against the Buyer.
Without prejudice to any rights given by lien to the Seller, the Seller may upon fourteen days’ notice to the Buyer sell any goods of the Buyer upon which the Seller has any lien and where the property m such goods as at the time of such sale in the Buyer, shall be deemed to be his agent for the purpose of effecting such sale The Seller may apply the proceeds of such sale towards the satisfaction of sums due from or claims against the Buyer without prejudice to the Seller’s right to recover the balance thereof from the Buyer.
14. RETENTION OF TITLE
- 14.1 Title to goods supplied by the seller, including goods supplied by the Seller which have become incorporated into goods or property belonging to the Buyer or any third party, but which are by their nature distinct and severable from such goods or property) remains vested in the Seller until the purchase price and all other monies owing by the Buyer in relation to those goods or the price (whether or not due) are paid 1n full.
- 14.2 In addition and without prejudice to 14.1 above title to goods supplied by the Seller remains vested in the Seller until such time as there are no monies owing by the Buyer to the Seller on any account (whether or not due).
- 14.3 Pending title passing such goods shall be kept separate and insured to their full value in all respects held by the Buyer as fiduciary agent and bailee for the Seller. The Seller shall be entitled at any time to inspect and/or to repossess the Sellers goods and the Buyer will allow and procure for the Seller and any necessary access therefore.
- 14.4 In the case of goods intended (at the time of the Buyers order) for resale in the normal course of the Buyers trading the Buyer shall, notwithstanding that the goods have remained the Sellers property, have liberty (for so long as the Seller shall not have repossessed or given the Buyer notice of its intention to repossess the goods and as no event conferring a right of termination under 9 above sha11 have occurred) to sell such goods on a disposal in good faith or full value in the normal course of such trading and (notwithstanding the foregoing) title shall pass to the Buyer immediately prior to its passing on such sale. Upon such sale, the Buyer shall hold the entire proceeds of sale in trust for the Seller it shall not mingle or mix such proceeds with other monies or pay such proceeds into an overdrawn bank account and such proceeds shall at all times be kept so as to be identifiable as the Sellers monies. In case of other goods, the Buyer shall while the goods remain our property not dispose or permit any disposal of them
15. LAW
The contract shall be subject to and interpreted in accordance with the Laws of England
TERMS AND CONDITIONS OF MANUFACTURE AND SALE of MOORLAND TOOLMAKING COMPANY LIMITED (“The Seller”)
1.GENERAL
Moorland Toolmaking Company Limited only sell and/or supply goods and/or services on these conditions which m case of conflict shall override any terms or conditions imposed by the Buyer and which can only be varied by writing signed by the Seller’s duly authorised representative. Each contract between the Buyer and the Seller (as the supplying company) is referred to below as “the Contract”.
2. PREVIOUS COMMUNICATIONS
All previous correspondence, writings. telegrams or verbal communications are to be regarded as superseded and not forming part of the Contract.
3. CONTRACT
Quotations unless previously withdrawn shall be valid for a period of 30 days, an order is not binding on the Seller unless (expressly or impliedly) the Seller accepts it and any action by the Seller pursuant to the order shall be taken as the Seller’s acceptance of it on these conditions.
4. PRICE VARIATON
If extra expense is incurred as a result of the Buyer’s instructions or lack of instructions the Seller shall be entitled to recover such extra expense from the Buyer.
5. PAYMENT
- 5.1 Unless the Seller agrees otherwise in writing the Seller’s terms of payment in
- 5.1.1 one third of the total contract price is payable forthwith on receipt by the Buyer of the Seller’s order acknowledgement form
- 5.1.2 a further one third of the total contract price will be payable by the Buyer
within 30 days after receipt by the Buyer of the goods which form the subject matter of the Contract or on notifications by the Buyer to the Seller at the Buyer’s approval of samples provided to him by the Seller. whichever is the earlier.
- 5.2 In all other circumstances the Seller’s terms of payment, unless the Seller otherwise agrees in writing are that each invoice is payable in full by the end of the month following the month of delivery, save that the payment terms for any invoice totaling in excess of £10.000 shall be as detailed in Clause 5.1 above.
6. SUB CONTRACTING
The Seller shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of or giving notice to the Buyer. Sub-contractors undertake such work as the Sellers Agents.
7. DELIVERY AND PASSING OF RISK
- 7.1 Any stipulated time for delivery shall date from the acceptance by the Seller of the Buyer’s order or the receipt by the Seller of all the necessary information. drawings, specifications and models to enable the Seller to put the work in hand, whichever shall be the later. Unless otherwise agreed. The Seller shall deliver the goods lo the Buyer at the place or port of shipment specified. In
cases where the Seller makes a contract of carriage and/or arranges for insurance of goods in transit the Seller shall be deemed to be acting as the Buyer’s agent and sub-Section {2) and (3) of Section 38 Sale of Goods act 1979 shall not apply.
- 7.2 Risk of any loss. deterioration or damage shall nevertheless be borne by the Buyer from the moment of appropriation of goods to the Contract except to such extent (if any) as the Seller may have the benefit of insurance against such risk. If the Seller stores, transports or works on any goods or other property (including goods about to be delivered by the Seller or goods intended for the incorporation in or use in contract goods or services) belonging to the Buyer or any third party the Seller does so (and they are packed and carried) at the Buyer’s sole risk and (except as provided in these conditions) the Seller shall have no liability to the Buyer or any other party for loss. deterioration or damage to such goods or other property howsoever arising and whether by negligence or otherwise.
8. TIME OF DELIVERY
Time of Delivery or Completion shall not be of the essence of any contract and the Seller shall have the right to cancel, suspend or delay delivery if it is prevented from or hindered in or delayed in manufacturing or delivering by normal route of means of delivery the goods covered by this contract through any circumstances beyond its control including but not limited to strikes, lockouts, accidents. war, fire, reductions in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources or routes of supply.
9. SUSPENSION OR CANCELLATION OF DELIVERIES
If the Buyer shall fail to pay to the Seller on the due date any sum payable under the contract or (being an individual) the Buyer dies or is unable to pay his debts as and when they fall due or (being a corporation) the Buyer enters liquidation or suffers the appointment of a receiver or an administrative receiver or if any order shall be made or any resolution passed for winding up the same, the Seller may, without prejudice to its other rights either suspend or cancel further deliveries and
debit the buyer with any loss sustained thereby.
If the Buyer cancels his order the Seller shall be entitled to:
- (a) recover any loss sustained thereby from him including any liability incurred by the Seller to any sub-contractor and
- (b) make a cancellation charge of 15% of the price.
10. DEFECTIVE PRODUCTS AND LIMITATION OF LIABILITY
- 10.1 The Seller warrants all goods or services supplied by it to be free from defect in material or workmanship which cause failure under normal usage and service within 12 calendar months from the date of delivery of the goods to the Buyer provided that:
- (a) the claim is not attributable to fair wear and tear or any fault or damage
arising from impact modification, inappropriate use or treatment. incorrect handling or exposure to corrosive substances or substances otherwise injurious to the goods or their constituent materials;
- (b) the Buyer shall within 7 days of becoming aware of such defect notify the Seller or, its authorised agent in writing of such detect: and
the Buyer shall in case of portable goods return the goods to the Seller for inspection or in the case of goods which are not portable or which cannot be for some other good reason be returned by the Buyer to the Seller allow the Seller or its authorised agent reasonable facilities for inspecting the same.
- The Seller shall not be responsible for any costs or expenses of dismantling, transportation or installation of the goods or other incidental or Indirect costs or expenses, which may be involved in repairing or replacing the defective goods.
- 10.2 The Seller’s liability in relation to sale or supply of goods is limited to the
repair or at the option of the Seller, the replacement of goods, and in relation to the provision of services is limited to the cost of such services.
- 10.3 Where loss or damage arises from the breach of contract, negligence, misrepresentation otherwise neither the Seller nor the Seller’s employees (on whose behalf the Seller contracts for the purposes of this condition) shall be under any liability to you or to third parties for any loss or profit or consequential loss or damage however arising; or to any extent greater or other than the cost of goods or services supplied by us.
- 10.4 Nothing in these conditions shall apply to exclude or restrict any liability under sub Section 2 (1), 6 (1), 6 (2) or 7 (2) of the Unfair Contract Terms Act 1877 which cannot in the relevant circumstances be excluded or restricted.
11. INDEMNITY
The Buyer shall indemnify the Seller against all claims in respect of any loss, in1ury or damage sustained by a third party arising from the sale of the goods to the Buyer howsoever caused and also against all actions, proceedings. costs, claims, demands and expenses made, brought or claimed against the Seller in respect of the infringement of any patent, trademark, registered design or similar right arising from the manufacture or supply of any goods or the doing of any work or the use of any article or material by the Seller to the design or specification or upon the instruction by order of the Buyer.
12. PERFORMANCE OF CONTRACT
Each delivery shall be considered a separate transaction and the failure of any one delivery shall not effect the due performance of the Contract as regards other deliveries.
13. LIEN
In addition to any right of lien given by law me Seller shall have a general lien upon all goods to be supplied to the Buyer in respect o/ all sums due from or claims against the Buyer.
Without prejudice to any rights given by lien to the Seller, the Seller may upon fourteen days’ notice to the Buyer sell any goods of the Buyer upon which the Seller has any lien and where the property m such goods as at the time of such sale in the Buyer, shall be deemed to be his agent for the purpose of effecting such sale The Seller may apply the proceeds of such sale towards the satisfaction of sums due from or claims against the Buyer without prejudice to the Seller’s right to recover the balance thereof from the Buyer.
14. RETENTION OF TITLE
- 14.1 Title to goods supplied by the seller, including goods supplied by the Seller which have become incorporated into goods or property belonging to the Buyer or any third party, but which are by their nature distinct and severable from such goods or property) remains vested in the Seller until the purchase price and all other monies owing by the Buyer in relation to those goods or the price (whether or not due) are paid 1n full.
- 14.2 In addition and without prejudice to 14.1 above title to goods supplied by the Seller remains vested in the Seller until such time as there are no monies owing by the Buyer to the Seller on any account (whether or not due).
- 14.3 Pending title passing such goods shall be kept separate and insured to their full value in all respects held by the Buyer as fiduciary agent and bailee for the Seller. The Seller shall be entitled at any time to inspect and/or to repossess the Sellers goods and the Buyer will allow and procure for the Seller and any necessary access therefore.
- 14.4 In the case of goods intended (at the time of the Buyers order) for resale in the normal course of the Buyers trading the Buyer shall, notwithstanding that the goods have remained the Sellers property, have liberty (for so long as the Seller shall not have repossessed or given the Buyer notice of its intention to repossess the goods and as no event conferring a right of termination under 9 above sha11 have occurred) to sell such goods on a disposal in good faith or full value in the normal course of such trading and (notwithstanding the foregoing) title shall pass to the Buyer immediately prior to its passing on such sale. Upon such sale, the Buyer shall hold the entire proceeds of sale in trust for the Seller it shall not mingle or mix such proceeds with other monies or pay such proceeds into an overdrawn bank account and such proceeds shall at all times be kept so as to be identifiable as the Sellers monies. In case of other goods, the Buyer shall while the goods remain our property not dispose or permit any disposal of them
15. LAW
The contract shall be subject to and interpreted in accordance with the Laws of England
