Terms And Conditions
TRU-THREAD LIMITED Terms and Conditions of Sale
CLAUSE 1. GENERAL
Contracts and orders are only entered into or accepted subject to the Seller’s conditions of sale as herein printed. The Seller’s conditions shall not be deemed to have been altered, modified or varied by any conditions stipulated by the Buyer.
CLAUSE 2. QUOTATION AND ORDER ACCEPTANCES
A quotation is not an offer and may be withdrawn without notice; any order given in respect of a quotation is not binding on the Seller until accepted by the Seller in writing. The price of goods does not include the cost of cases or other packing material for which additional charges will be made.
CLAUSE 3. VARIATION OF PRICES
Quotations are based on current rates of wages, raw materials and general commodities and are subject to adjustment in the event of any increases in such rates. In the case of such changes occurring during the currency of an order the price of the undelivered portion of the order outstanding at the date of such change shall be subject to proportionate adjustment.
CLAUSE 4. DIMENSIONAL TOLERANCES
Unless otherwise agreed the work will be performed to the appropriate standard of commercial tolerances as established under current British Standards, API and UKAS Institution procedure.
CLAUSE 5. DEFECTIVE WORK OR MATERIAL
Every effort is made to ensure sound material and good workmanship, but the seller gives no warranty, Expressed or implied, of material workmanship, or fitness of goods for any particular purpose, whether such purpose be known to the Seller or not. In the event of any material or workmanship proving defective the Seller is prepared to Rectify or replace such material at the price of delivery and in the condition originally specified, or if rectification or Replacement is not practicable, will credit the value of the goods at the invoice price, if required in writing to do so, Provided always that the claim is made and admitted and the material is returned within six months from date of Invoice. The Seller’s liability in respect of or consequent upon any such defect whether in original or replaced material or workmanship is limited as aforesaid and does not extend in any circumstances to cover any other expenditure incurred nor any consequential damages or loss of profit. The Buyer shall not be entitled to withhold payment in full or in part of any amount payable under the contract because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of the contract by the Seller.
CLAUSE 6. INDEMNITY AGAINST INFRINGEMENT OF PATENTS
The Buyer shall indemnify the Seller against any claim or liability in respect of any infringement of a patent or registered design resulting from compliance with the Buyer’s instructions expressed or implied.
CLAUSE 7. LIEN
Without prejudice to any other rights and remedies which the seller may have under contract ,the seller shall in respect of all debts of the customer to the seller have a general lien on all goods and property belonging to the customer in its possession(whether worked on or not) and shell be entitled upon the expiration of fourteen days notice to the customer, to dispose of such goods or property as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.
CLAUSE 8. DAMAGE. LOSS IN TRANSIT
The seller does not accept responsibility for goods damaged in transit unless such damage is reported by separate notice in writing to the carriers and to the Seller within three days of receipt of goods by the consignee and the goods have been signed for, as not examined. In the event of non-delivery the goods in whole or in part, no claim can be entertained unless notice in writing of such non-delivery reaches the Seller within such time from the date of despatch as would enable a claim to be made to the carrier.
CLAUSE 9. CARRIAGE
Carriage wil be paid on all consignments except where otherwise stated.
CLAUSE 10. DELIVERY COMMITMENTS
Delivery commitments are entered into in good faith but the Seller shall not be liable for any consequential losses due to failure to deliver on the specified dates, nor shall such failures be deemed to be a breach of the Contract, or any of its conditions, or part thereof. Refusal of the Buyer to accept part or whole delivery at the time specified in the Contract shall permit the Seller to decline to make further deliveries, without prejudice to the Seller’s right to recover damages for breach on Contract.
CLAUSE 11. FORCE MAJEURE
In the event of dislocation or work in the establishment of either the Buyer or Seller during the currency of the Contract owing to strikes, lockouts, trade disputes, breakdowns, accidents and/or causes beyond control, deliveries may be partially or wholly suspended upon notice given until the dislocation in working is ended. The time of any such suspension will be added to the time of the original Contract.
CLAUSE 12. GOODS SOLD F.O.B.
Where goods are sold F.O.B. the responsibility of the Seller shall cease the moment the goods are placed on board ship, and the Seller shall be under no obligation to give the Buyer the notice specified in Section 32(3)of the Sale of Goods Act, 1893.
CLAUSE 13. CANCELLATION OF ORDERS
Cancellation of orders, in whole or in part, cannot be accepted without the Seller’s consent in writing.
CLAUSE 14. TERMS OF PAYMENT
Terms of payment are strictly net cash due on or before the last day of the month following the date of invoice. No cash discounts will be granted. No property in the goods shall vest in the Buyer unless and until the Buyer makes full payment to the seller for the goods delivered.
CLAUSE 15. ARBITRATION OR DISPUTE
If at any time any dispute or difference whatsoever shall arise between the Seller and the Buyer in relation to or arising out of the Contract and either of the parties shall give to the other notice in writing of the existence thereof failing agreement, such dispute or difference shall be referred to the arbitration in England of a person to be mutually agreed upon or failing agreement some person appointed by the President for the time being of the London Chamber of Commerce at the request of either party. This shall be deemed to be a submission to arbitration within the meaning of the Arbitration Acts 1889 to 1950 or any statutory modification or re-enactment thereof.
CLAUSE 16. LEGAL CONSTRUCTION
The Contract shall in all respects be construed as an English Contract and in conformity with English Law.