1.1 Unless agreed in writing, all goods and services supplied by Cadisch Precision Meshes Ltd (hereinafter called “the Company”) shall be subject to these terms and conditions (hereinafter called “the Conditions”) to the exclusion of any other conditions issued by you and to the exclusion of any pre-contractual representations.
1.2 Any agreed written variation of these Conditions shall be peculiar to the circumstances stated or implied and shall not be regarded as a general variation.
1.3 No time or other indulgence granted shall prejudice our rights under the contract.
1.4 Save as otherwise provided in these Conditions and to the extent provided by law, other conditions and warranties are excluded.
1.5 No quotation by us shall constitute an offer and there shall be no contract to supply until we have accepted an order either in writing or orally whereupon these Conditions shall apply.
2.1 The Company’s prices are those prevailing at the date of our acknowledgement of order and apply to all goods and services covered by such order which are to be delivered to you within 4 months of the acknowledgement of order. Thereafter, we reserve the right to raise prices to allow reasonably for any increases in costs of materials, labour and services.
2.2 Any goods or services ordered or held in stock against the customers specific request (“call off orders”) but not called down within 2 months of the Company’s acknowledgement may be delivered and invoiced at any time thereafter.
2.3 Prices are quoted exclusive of value-added tax and delivery costs unless otherwise stated.
2.4 The Company reserves the right to pass on at cost plus 10% any officially ratified alloy surcharges levied upon us by our raw material suppliers.
3.1 Accounts are payable nett monthly or, if sooner, immediately upon the commencement of any act or proceeding involving insolvency, or upon the happening of any event set out in clauses 11.1 and 11.2.
3.2 Postal delays are not allowable against late receipt of payments.
3.3 The Buyer may not withhold or set off payment for goods or services delivered against accounts on other contracts.
3.4 Payments can be recognised only if the Company’s relevant invoice number is quoted.
3.5 The Company may supply goods or services by more than one consignment and invoice each separately, in which case each such consignment shall be deemed to be a separate contract subject to these Conditions and the Buyer shall pay the Company the amount payable under the invoice for each consignment notwithstanding any rights which the Buyer claim against the Company in respect of any other consignment.
3.6 Interest shall be added to overdue accounts at the rate of 1.5 percent per month from the date of invoice. Any discounts granted shall be lost once payment is overdue.
4.1 Any special tools required for the manufacture of the Buyers products are quoted at 80 percent of the Company’s normal price, and remain in the part ownership of the Company.
4.2 The Company shall use the tools as required for the manufacture of goods for the Buyer, and shall not use these tools for any other work without consent.
4.3 The Company shall store such tools ready for use and shall insure the tools against fire, theft, storm and tempest.
4.4.1 The Company shall keep the tools in good repair, and notify the Buyer with regards to replacement costs at the end of their working lives.
5.Delivery and carriage
5.1 The Company shall make every effort to fulfil the contract by any stipulated dates but such dates are approximate only and no liability is accepted by the Company for failure to meet them. In particular, if events beyond the Company’s reasonable control prevent or hinder the Company, any delivery dates shall be extended by the period of delay. In particular, and for avoidance of doubt the Company will not entertain any claim for consequential loss or indeed accept in part or whole any Liquidated and Ascertained Damages levied upon the Company’s clients or customer relating to contract with any third party caused by any proven or alleged delivery circumstance.
5.2 If goods arrive damaged or short in number, written notification and evidence must be given to the Company within 7 days: otherwise the Company shall not be liable. Claims regarding non-delivery or transit damage can only be considered if made within the time limits imposed by the carriers.
5.3 Delivery dates quoted are always from receipt of full and final confirmed dimensions and details, never from receipt of order
6.1 Where goods are delivered by the Company’s carrier, the risk therein will pass to the Buyer immediately unloading commences, but where goods are delivered by the Buyer’s carrier, the risk therein will pass to the Buyer from the time of collection by that carrier.
7. Defective Goods
7.1 The Buyer shall inspect all goods supplied by the Company immediately on delivery and shall within 7 days from such inspection give notice in writing to the Company of any reason whereby the buyer alleges that the goods are not in accordance with the contract. If the buyer shall fail to give such notice, the goods shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for the same accordingly.
7.2 The Company will replace at the place of delivery or at its sole and absolute discretion refund the invoiced value of any goods which are proved within 7 days of delivery to be not in accordance with the express terms of the contract but defects in quality, quantity or dimensions of any goods supplied shall not under any circumstances be grounds for the cancellation termination or repudiation of the contract by the Buyer or for a claim in damages. Any testing or inspection of the goods by the Buyer must take place before the goods are utilized in any way and any such use will be deemed to be acceptance of the goods by the buyer. Replacements of the goods or the refund of the invoice value of goods as above shall constitute the Company’s liability in respect thereof.
7.3 The Company shall not be responsible for the loss of profits or damage or injury of any kind whatsoever to any property or persons whether of the Buyer or of any third party caused by or arising from or attributable whether directly or indirectly to the erection or use of the goods supplied and whether or not occasioned by reason of the negligence of the Company.
7.4 Defective or damaged goods returned cannot be accepted for credit unless returned to us in the same condition as received.
7.5 Returns must be packed safely and securely and if possible in the original packing materials. An advice note must be enclosed in each package to identify the goods therein.
8.1 The Company shall not be liable for any loss or damage, which arises in respect of the Buyers liability to any third party, the Buyer shall indemnify the Company in respect of any such claims.
8.2 The Buyer shall ensure that goods supplied by the Company will be used properly without risk to health and safety and shall be used only for the purpose for which they were supplied. The Buyer should also indemnify the Company against all claims by third parties, and re-imburse the Company all direct or indirect expenses (including loss and profits) arising out of any failure by the buyer to co-operate with these obligations.
8.3 Nothing in these Conditions shall be construed as limiting our liability in negligence for the death or injury of any person caused as a direct result of the supply of goods services by the Company.
8.4 Where the Buyer is not buying as a consumer within section 12 (1) of the Unfair Contract Terms Act 1977, we supply the goods subject to the conditions of section 12 to 15 of the Goods Act 1979, and nothing contained in these Conditions shall affect the Buyer’s statutory rights under these sections.
9. Ownership of goods and reservation of title
9.1 Subject as hereinafter provided the legal title of and property in the goods shall remain vested in the Company until the price for them and every other sum due by the Buyer to the Company in respect of the contract in question has been paid. Until then, the Buyer shall keep the goods as bailiffs and shall store them so that they are readily identifiable as property of the Company. During such period any identification number, mark or batch number on the goods may not be removed.
9.2 The Company reserve the right to recover and dispose of its goods, whether incorporated in others work or not, in satisfaction or without satisfaction of any sum overdue. The Company or their agents may enter premises at all reasonable times to recover such goods (for which purpose the Buyer hereby irrevocably grant their consent or authority)
9.3 Any sale of goods by the Buyer in the ordinary course of business shall be done by the Buyer as principal and not as an agent to the Company.
10. Events beyond our control
10.1 The Company shall not be under any liability for delays or other failures or omissions resulting from events beyond the Company’s reasonable control (which shall include but not be limited to labour disputes, lack of raw materials or components, machinery breakdown, fire, explosion, storm and flood)
10.2 The Company shall be relieved of liability under the contract to the extent that any obligation is prevented or rendered impracticable by war (whether declared or not) or any state rule, regulation, order or requisition made by any government department or local or competent authority.
11. Termination and suspension
11.1 The Company may, without prejudice to it’s rights in any other clause of these Conditions terminate the contract, wholly or in part, or suspend further deliveries under the contract at any time while:
a) any debt by the Buyer to the Company remains overdue
b) Otherwise than in accordance with the Buyer’s rights, the Buyer has failed to take delivery of goods or services.
c) The Buyers are in breach of any part of the contract
d) any distress, execution or other legal process is levied against the Buyer’s assets
e) The Buyer becomes insolvent or, being a company, have passed a resolution for winding up (except where solely for the purpose of reconstruction) or have suffered a court order for winding-up or have had a receiver appointed or, being an individual or partner have suspended payment of debts in whole or in part or have proposed or entered into any composition or arrangement with creditors or have had a receiving order in bankruptcy made against the Buyer.
11.2 In the event of any suspension the Company may demand payment in advance or security condition of resuming delivery under the contract.
11.3 Cancellation of or variation to an order by the Buyer will not be accepted, except at the company’s absolute discretion on terms which indemnify the Company against any loss and expense incurred.
12. Legal Interpretation and jurisdiction
12.1 Any failure by the Company to exercise any rights under these Conditions shall not constitute a waiver or prevent the subsequent exercise of such rights.
12.2 Each Condition herein is deemed severable, and any unenforceability of any Condition shall not affect the remaining Conditions, which shall be read as though the offending Condition had been expunged.
12.2 Any contract for the supply of goods or services or both between the Buyer and the Company shall be governed by English law, and the Buyer and the Company shall submit to the non-exclusive jurisdiction of English Courts.
13.1 The Company will in all cases endeavour to manufacture to the specified quality. However the Company require a minimum working tolerance of +/- 3mm and +/- 1 degree in all instances unless otherwise stated. In the case of manufacturing to others’ survey or drawing the Company will manufacture according to these aforementioned tolerances and take no liability for any error whatsoever relating to aforementioned survey or drawing.
13.2 All stock materials supplied by the Company are made to industrial tolerances, the Company therefore cannot guarantee that they will not be flawed with marks which occur as part of the process of manufacturing; including: weaving, perforating, expanding, forming and handling. This includes fingerprinting, weaving striations and shadows. This is also applicable to those materials that have been cleaned for decorative use.
13.3 No condition or warranty is given or implied as to the fitness or suitability for the intended purpose of the goods whether known to the Company or not. All goods are sold by the Company on the express conditions that the Company shall be under no legal liability consequential upon the failure of the goods to perform as specified.
13.4 The Company will make every attempt to match colour shades; either powder coated, anodised or raw material, but shall not be liable for variations within or between consignments
13.5 Samples are solely to enable the Buyer to judge for themselves the quality of the bulk and not so as to constitute sale by sample. The Buyer shall take the goods at his own risk as to their corresponding with the sample. Without prejudice to anything contained herein all specifications shall in any event be subject to the tolerances generally accepted within the trade.
14 Data Protection Act 1998
The Company may transfer information about the buyer to its financiers who:-
a) may use, analyse and assess information about the Buyer, including the nature of the Buyers transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us:
b) from time to time, may make searches of the Buyers record at credit reference agencies where the Buyers record with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches;
c) may give information about the Buyer and their indebtedness to the following:-
1) the Company or their insurers for underwriting and claims purposes
2) any guarantor or indemnifier or the Buyer’s or the Company’s obligations to enable them to assess such obligations
3) their bankers or any advisers acting on their behalf
4) any business to whom the Buyers indebtedness or our arrangements with the Company’s financiers may be transferred-to facilitate such transfer.
d) may monitor and/or record any telephone calls that the Buyer may have with them, for training and /or security purposes;
e) in the event that they transfer all or any of their rights and obligations under their agreement with the Company to a third party, may transfer information about the Buyer to enable the third party to enforce their rights or comply with the obligations.
2) The Company will provide the Buyer with details of their financiers on request, including a contact telephone number if the Buyer wants to have details of the credit reference agencies and other third parties referred to above from whom they obtain and to whom they may have given information about them.
The Buyer also has the right to receive copies of certain information that they hold about them if they apply to them in writing, however a fee will be payable.