STANDARD CONDITIONS OF
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1. |
GENERAL |
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The following conditions issued by George Lane
& Sons Ltd. ("the Seller") apply to any contract of which these
conditions form part to the exclusion of any conditions or order or purchase
of the Buyer of any other standards, specifications, conditions or
particulars of or adopted by the Buyer, unless expressly accepted in writing
by the Seller as part of the contract. |
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"Goods" means the subject matter of the
contract including (but not limited to) raw materials, finished or
semi-finished materials or articles, machinery, parts, spares, commodities
etc., and whether one or a number of items, whether or not identical or
similar. These conditions apply to installations, inspection, maintenance and
any other services provided by the Seller in the same way as they apply to
Goods supplied by the Seller. |
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2. |
QUOTATIONS |
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Quotations do not constitute an offer by the Seller
to supply the Goods or carry out the work referred to therein and no order
placed in response to a quotation will be binding unless accepted by the
Company in writing whereupon these conditions shall be deemed to be
incorporated in the contract. All such acceptances by the Company will be
subject to availability of the necessary materials and to the Buyer being
able to provide any necessary authorisation and or licences and the same
remaining valid. |
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3. |
PRICE |
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i) |
The prices stated in the contract is based on the
cost of the Seller of materials, fuels and power, transport and labour at the
date of acceptance of the order. If the date of despatch of the Goods from the
Seller's works (or in the case of services the date of provision of the
service) there has been any increase in all or any of such costs, the price
payable for the Goods may at the option of the Seller be increased
accordingly. |
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ii) |
Where the price for the Goods is varied in
accordance with this condition the price as varied shall be binding on both
parties and shall not give either party any option of cancellation. |
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iii) |
There shall be added to the price for the Goods any
Value Added Tax and any other tax or duty relating to the manufacture,
transportation, export, import, sale or delivery of the Goods (whether
initially charged on or payable by the Seller or the Buyer). |
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iv) |
The price includes packing Ex works. If any other commercial
terms are agreed they shall be in accordance with the definitions and rules
in INCO TERMS 1990, except as expressly provided for in these conditions or
in the contract. If the Buyer requests, the Seller to deliver the Goods all
costs incurred in delivering the Goods will be for the account of the Buyer. |
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v) |
The Seller uses all reasonable endeavours to
ensure, where necessary the suitability of packing, but no claim will be
accepted by the Seller for damage in transit on the grounds of alleged unsuitability
for packing. |
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vi) |
All prices are quoted in pounds sterling unless
otherwise specified and all payments must be made in pounds sterling unless
otherwise expressly agreed. |
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4. |
TERMS OF PAYMENT |
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i) |
Prices quoted are net. Subject to credit being
approved accounts are due for payment not later than 30 days from date of
invoice: otherwise payment must be received by the Seller before despatch
from the Seller's works. All payments shall be made without deduction or set
off. When deliveries (or the provision of services) are spread over a period
each consignment will be invoiced as despatched and each month's invoices
will be treated as a separate account and be payable accordingly. Failure to
pay for any Goods or for any delivery or instalment shall entitle the Seller
to suspend further deliveries and work both on the same order and on any
other from the Buyer without prejudice to any other right the Seller may
have. The Seller also reserves the right to charge interest on overdue
accounts at the rate of 2% per month. The Seller reserves the right where
genuine doubt arise as to a Buyer's financial position or in the case of
failure to pay for any Goods or any delivery or instalment as aforesaid to
suspend work on and delivery of any order or any part of instalment without
liability until payment or satisfactory security for payment has been
provided. |
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ii) |
In the case of sales FOB |
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iii) |
If the contract stipulates that payment is made by
letter of credit it shall be an express condition of the contract that the letter
of credit is irrevocable and is drawn on or confirmed by a first class United
Kingdom bank paid over United Kingdom counter and all the appropriate
documentation is presented to the Seller when requested by the Seller or
otherwise in accordance with the contract. |
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5. |
DELIVERY AND COMPLETION DATES |
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i) |
The delivery or performance dates specified in the
contract are approximate only and, unless otherwise stated, time is not of
the essence for delivery. |
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ii) |
The Seller will not be liable in any circumstances
for the consequences of any delay in delivery or failure to deliver if the
duration of the delay is not substantial or if the delay or failure is due to
Act of God, fire, inclement or exceptional weather conditions, industrial
action (whether at the Seller's premises or elsewhere), hostilities,
breakdowns, shortage of labour, materials, power or other supplies, late
delivery or performance or non-delivery or non-performance by suppliers or
sub-contractors, governmental order or intervention (whether or not having
the force of law) export restrictions (whether or not existing at the date of
the contract) or any other cause whatever beyond the Seller's control or of
an unexpected nature. |
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iii) |
No delay shall entitle the Buyer to reject any
delivery of any further instalment or part of the order or any other order
from the Buyer or to repudiate the contract or the order. |
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iv) |
The Seller cannot undertake to meet any schedule of
the Buyer's requirements supplied after the date of the contract and will
have no liability whatever for delay in meeting or failure to meet all or any
of such requirements (howsoever such failure or delay may arise) unless and
to the extent that the Seller expressly agrees to meet such requirements, in
which paragraph (ii) of this Condition shall apply. |
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6. |
DELAYED ACCEPTANCE |
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If for any reason the Buyer is unable to accept
delivery of the Goods when the Goods are due and ready for delivery the
Seller shall be entitled to invoice the Buyer for the goods and may arrange
storage of the Goods and the Buyer shall be liable to the Seller for all
reasonable costs (including insurance) incurred by Seller. This provision is
without prejudice to any other right which the Seller may have in respect of
the Buyer's failure to take delivery of the Goods or to pay for them in
accordance with the contract. |
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7. |
PASSING OF TITLE AND RISK |
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i) |
The risk in the Goods shall pass to the Buyer:
(a)
Unless
the contract otherwise stipulates when the Goods are despatched from the
Sellers works and the Seller accepts no responsibility for any damage or loss
in transit.
(b)
If
the Goods are appropriated to the Buyer but kept at the Supplier's premises
upon collection of the Goods by the Buyer or upon the expiry of 7 days from
the Seller's written notice to the Buyer that such Goods are ready for
delivery whichever is the earlier. |
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ii) |
Notwithstanding sub-clause (1) above absolute property
in and title to the Goods shall remain vested in the Seller and the Buyer
shall keep the Goods as bailee and trustee for the Seller (returning the same
to the Seller upon request) until the price thereof has been paid in full
together with any interest and all other sums due in respect thereof from the
Buyer in accordance with the order and until payment in full has been
received by the Seller for any other Goods supplied by the Seller and of any
other monies due from the Buyer to the Seller on any account. |
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iii) |
Pending payment for Goods as aforesaid the Buyer
shall not mix or incorporate the Goods with any other goods and shall keep
the Goods suitable marked or otherwise plainly identified that they are the
property of the Seller. |
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iv) |
Pending payment for Goods as aforesaid the Buyer
shall store them separately and in such a way that they can be identified as
the property of the Seller, and the Seller shall be entitled to direct the
Buyer not to resell the same or remove them from where they are located
without consent. Any Goods in the Buyer's possession shall be presumed not to
have been paid for unless the Buyer can prove otherwise and the Seller shall
have the right to appropriate any payment made by the Buyer to any invoice or
invoices (whether or not due at the time of payment) in the Seller's absolute
discretion. |
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v) |
If pending payment for Goods as aforesaid the Buyer
shall sell or otherwise dispose of the Goods or make any insurance claim in respect
thereof, the Buyer shall not give any warranties or incur any liabilities on
behalf of the Seller and the proceeds of any such sale or other disposition
(or claim hereto) or any such insurance proceeds (or claim thereto) shall
belong to the Seller and be held by the Buyer as trust funds to the extent of
all sums due to the Seller in respect of such Goods, and the Buyer shall pay
such proceeds into a separate account. |
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vi) |
At any time prior to full payment (whether or not
payment is then overdue) the Seller may (without prejudice to any of its
other rights) retake possession of the Goods or any part thereof and may
enter on the Buyer's premises by its employees or agents for that purpose or
for the purpose of ascertaining whether the Buyer is complying with the
provisions of this clause. |
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vii) |
Any Goods repossessed by the Seller may be resold
on such terms as the Seller may determine and the Buyer shall remain liable
to the Seller for the difference between the net proceeds of such resale and
all outstanding sums due to the Seller in respect of such Goods and for all
costs and expenses incurred by the Seller in repossessing, storing and
reselling the same. |
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viii) |
Nothing in this clause shall give the Buyer any right
to return Goods sold by the Seller and the Seller may sue the Buyer for the
price when due (without prejudice to its other rights) notwithstanding that
property therein may not have passed to the Buyer. |
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ix) |
The Buyer's rights to use the Goods or to sell them
prior to full payment may be terminated forthwith by written notice given by
the Seller to the Buyer and shall automatically terminate with or without
such notice if a receiver is appointed over any of the assets or the
undertaking of the Buyer or a winding up order is made against the Buyer or
the Buyer goes into voluntary liquidation (otherwise than for the purpose of
solvent reconstruction or amalgamation) or calls a meeting of or makes any
arrangement or composition with its creditors generally or commits any act of
bankruptcy or allows execution or distress to be levied against its goods and
in the event of a Receiver or Liquidator of the Buyer being appointed, such
Receiver or Liquidator shall pay into a separate bank account any sums received
from third parties in respect of sales to them of Goods or Products by the
Buyer up to the amount of any indebtedness of the Buyer to the Seller for the
sole benefit of the Seller. |
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8. |
WARRANTY: LIMIT OF RESPONSIBILITY |
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The Seller warrants that it will (at the Seller's
choice) either repair or replace, or refund the full purchase price of any
Goods which are accepted by the Seller as being defective or not in
accordance with the contract or any express description or representation
given or made on behalf of the Seller in respect of the Goods within a period
of 6 months from despatch of such Goods from the Seller's works ("the
Warranty Period"). The Buyer's remedies in respect of any claim under
the foregoing express warranty or any condition or warranty implied by law or
any other claim in respect of the Goods or any workmanship in relation
thereto (whether or not involving negligence on the part of the Seller) shall
in all cases be limited to repair or replacement of the Goods or to a refund
of the purchase price of the goods as aforesaid and any condition of warranty
implied by law shall cease to apply after the expiry of the Warranty Period
and the Seller shall not in any circumstances be liable for any damages,
compensation, costs, expenses, losses or other liabilities, whether direct or
consequential, and any other remedy which would otherwise be available in law
is hereby excluded except to the extent that such exclusion is prohibited by
any rule of law. A claim in respect of any defect or failure to comply with
the specification or order or in respect of any delivery or instalment of an
order or any part thereof shall not entitle the Buyer to cancel or refuse
delivery of or payment for any other order, delivery or instalment or any
part of the same order, delivery or instalment. The Seller will require a
reasonable period of time to carry out any repairs or replacements. |
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9. |
INDEMNITY |
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The Buyer agrees upon demand to indemnify the
Seller against death of or injury to persons or loss of damage to property or
for or in respect of any claims, demands, proceedings, damages, costs charges
and expenses in respect thereof or in relation to the extent that same are
caused by or related to:-
(a)
defective
materials or products supplied by the Buyer to the Seller and incorporated by
the Seller in Goods produced by the Seller for the Buyer; or
(b)
the
improper incorporation, assembly, use, processing, storage or handling of
Goods by the Buyer; and
(c)
designs,
drawings or specifications given to the Seller by the Buyer in respect of
Goods produced by the Seller for the Buyer.
(d)
Any
act, neglect or breach of statutory duty done or committed by the Buyer his
agents servants or other contractors (not being employed by the Seller). |
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10. |
MODIFICATIONS |
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Any extra work, requirement or modifications in
relation to the Goods or their installation which is expressly specified in
the contract or which is expressly excluded by these conditions and which the
Buyer requests shall, if the Seller is able and willing to agree thereto, be
charged extra (including an appropriate allowance for profit) to the extent
that such extra work, requirement or modification increases the cost to the
Seller of performance of the contract and the Seller shall be allowed a
reasonable extension or
postponement of performance or delivery dates required to comply with
any such request. |
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11. |
CUSTOMERS SPECIFICATIONS |
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i) |
The Seller is entitled to assume that all drawings,
descriptions, specifications and other information supplied by the Buyer to
the Seller, whether written or verbal, is in all respects complete, accurate
and entirely suitable for the Buyer's requirements. |
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ii) |
Unless otherwise expressly agreed, the Seller shall
have no responsibility for the performance, suitability or durability or any
Goods or any materials or workmanship comprised therein to the extent that
the same is manufactured in accordance with the Buyer's designs, drawings,
standards or specifications. |
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iii)` |
Where the drawings, standards or specifications are
not supplied by the Buyer, only those which are specifically made by the
Seller and charged to the Buyer in full shall when paid for by the Buyer,
become the property of the Buyer. |
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iv) |
The Seller will take all reasonable care of the
Buyer's drawings, standards or specifications while in the Sellers possession
but does not accept liability or loss or damage thereto howsoever arising,
except where neglect on the part of the Seller or its agents was the direct
cause or loss or damage and in those circumstances the Seller's liability
shall be limited to the actual cost of replacement or repair to the exclusion
of all other expenses, consequential loss, loss of profits and other
expenses, liabilities and losses howsoever arising. |
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The Seller reserves the right to destroy or
otherwise dispose of drawings, standards or specifications in its possession
or custody (whether or not the property of the Buyer) from which the Buyer
has not required the goods to be made for a period of twelve months. |
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12. |
CONFIDENTIALITY: PATENTS ETC. |
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Any drawings, samples, specifications or other
technical information supplied to the Buyer by the Seller in connection with
the contract are provided on the express understanding that the Buyer will
not disclose, give, loan, exhibit or sell such drawings, samples,
specifications or other technical information to any third party and that the
Buyer will not use them in any way except in connection with the Goods or
services provided hereunder. The
copyright in all documents provided by the Seller will remain vested in the
Seller. |
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ii) |
The Buyer shall indemnify the Seller against all
actions, costs (including the cost of defending any legal proceedings),
claims, proceedings, accounts and damages in respect of any infringement of
any patent, registered design, copyright, trademark or other industrial or
intellectual property rights resulting from compliance by the Seller with the
Buyer's specific requirements, designs or specifications. |
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13. |
HEALTH AND SAFETY |
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Sellers duties under Health and Safety at Work Act
1974: |
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Insofar as the Seller is under a duty pursuant to
S.6 of the Health and Safety at Work Act 1974 in respect of the design
manufacture and supply of any goods for use at work the Buyer shall be deemed
to have been afforded by the Seller:
a)
reasonable
opportunity for the testing and examination of the Goods or materials prior
to delivery to the Buyer in respect of their safety and any risk to health;
and
b)
adequate
information about the Goods and materials in respect of the use for which
they are designed and have been tested and of any conditions necessary to
ensure that when put to use they will be safe and without risk to health
whether or not the said information has been requested by the Buyer. |
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ii) |
Where the Buyer receives information from the
Seller about
a)
the
use for which the Goods are designed
b)
any
conditions necessary to ensure that the Goods will be safe and without risks
to health when being set, used, cleaned or maintained by any person at work
or when the Goods are being dismantled or disposed of; and
c)
revisions
to information supplied under (a) and (b) above, as is necessary because of
it becoming known that any thing that gives rise to a serious risk to health
or safety, the Buyer is deemed to have read and understood the above
information and agrees to pay due regard to it, and hereby undertakes to take
such steps as may be specified by the above information to ensure that so far
as is reasonably practicable the goods will be safe and without risk to
health. |
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14. |
LOSS OR DAMAGE IN TRANSIT |
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The risk in the Goods passes to the Buyer when
specified by clause seven above, and the Seller accepts no responsibility for
any damage, shortage or loss in transit thereafter. Claims for any damage,
shortage or loss in transit should be notified immediately by FAX, e-mail or
by telephone, subsequently confirmed in writing to the carrier and to the
Seller and the Carrier's conditions in relation to claims for damage,
shortage or loss in transit must be strictly complied with. If the carrier's
conditions are not strictly complied with the Buyer will indemnify the Seller
against all loss resulting therefrom. |
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15. |
SUB-CONTRACTING |
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The Seller reserves the right to sub-contract the
whole or any part of the contract. |
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16. |
PERMITS ETC. |
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Where appropriate the Buyer shall obtain within fourteen
(14) days of making the contract or such other period as the Seller may agree
and shall maintain in full force all necessary permits: |
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i) |
To enable the Goods to be imported into the country
of destination; |
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ii) |
To enable payment to be affected in accordance with
the contract. Written confirmation thereof, including the permit number, date
and period of validity, shall be furnished to the Seller which shall be under
no obligation to manufacture or supply the Goods before receipt thereof. In the
event of any breach of this obligation, the Seller shall be entitled without
prejudice to any of their remedies to cancel the contract. |
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17. |
TERMINATION |
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If the Buyer enters into a deed of arrangement or commits
an act of bankruptcy or compounds with his creditors or if a receiving order
is made against him or (being a company) it shall pass a resolution or the
court shall make an order that the Buyer should be wound up (otherwise than
for the purposes of amalgamation or reconstruction) or if a receiver
(including an administrative receiver) shall be appointed of any of the
assets or undertaking of the Buyer or if circumstances shall arise which
entitle the Court or a Creditor to appoint a receiver (including an
administrative receiver) or a manager or which entitle the Court to make a
winding up order or if the Buyer takes or suffers any similar action in
consequence of debt or if the financial responsibility of the Buyer shall, in
the opinion of the Seller, become impaired or if the Buyer shall commit any
breach of any part of the contract the Seller may without prejudice to its
rights and remedies hereunder stop all Goods in transit and suspend further
production and deliveries and by notice in writing to the Buyer may forthwith
determine the contract. |
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18. |
FORBEARANCE |
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No forbearance or indulgence by the Seller shown or
granted to the Buyer whether in respect of these conditions or otherwise shall
in any way affect or prejudice the rights of the Seller against the Buyer or
be regarded as a waiver of any of these conditions. |
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19. |
SEVERANCE |
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If any provision of the terms and conditions of the
Contract is declared by any judicial or other competent authority to be void
then the remaining terms and conditions of the contract shall not be affected
by such declaration and shall remain in full force and effect. |
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20. |
ASSIGNMENTS |
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None of the rights or obligations of the Buyer
under the contract may be assigned or transferred in whole or in part without
the prior written consent of the Seller. |
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21. |
APPLICABLE LAW |
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The contract shall in all respects be governed by
and construed in accordance with English law and Buyer hereby submits to the
non-exclusive jurisdiction of the English Courts. |
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Terms and Conditions revised October 2004 |