Unless other terms and conditions are expressly accepted by Sinotech Ltd. (hereinafter called ‘the Company’) by means of a written amendment to these Terms and Conditions signed by a Director of the Company, and referring specifically to the terms or conditions to be amended, the Contract shall be on the terms and conditions set out below (hereinafter together called ‘the Contract Terms’) to the exclusion of any other terms and conditions whether or not the same are endorsed upon delivered with, or referred to in any purchase order or other document delivered by the Purchaser to the Company.
The Company’s liability in respect of any defect in or failure of the goods supplied or for any loss injury or damage attributable thereto is limited to making good by replacement or repair at the Company’s option any part thereof which is defective and being a defect which, in the sole opinion of the Company whose decision shall be final, under proper use or conditions of storage arises solely from faulty design, materials or workmanship provided always:
The Company will as far as they reasonably can transfer or make over to the Purchaser the benefit of any guarantee or warranty which may subject of this contract which are not made by the Company.
Save as aforesaid the Company will in no circumstances be liable for any loss or damage for any kind whatsoever caused directly or indirectly by any defect in material or workmanship or any defect in the goods or services supplied or by any negligence of the Company or of any servant or agent of the Company and all warranties and conditions expressly or implied statutory or otherwise are hereby expressly excluded.
Unless otherwise stated in writing prices quoted are based upon costs ruling at the date of the quotation and such prices are subject to fair adjustment by the Company to take into account any alteration in cost prior to delivery of the goods, or (in the case of delivery by instalments) to the final delivery, and in all cases the prices payable will be those ruling at date of despatch of the goods. Unless otherwise agreed in writing F.O.B. prices do not include Port rate or expenses relating to Customs entries.
(i) The Company will endeavour to complete the contract or deliver the goods within the time agreed (if any) but in no circumstances will it be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the goods. If by reason of force majeure the completion of the contract or the delivery of the goods in the Company’s opinion is rendered impracticable, the Company shall be at liberty to terminate the contract by sending by ordinary post to or by delivering to the Purchaser a Notice in writing to that effect. Thereupon the Purchaser will pay to the Company such a sum as will together with any other sums paid previously bear the same proportion to the Contact price (including any variation thereof) as the goods delivered or services contracted for.
All inland orders of the invoice value of £100 or over will be despatched by road or goods train. The additional cost of any excess for special or express delivery, if requested by the Purchaser shall be borne by the Purchaser. Carriage in all other inland orders will be charged to the Purchaser.
No claim for damages or shortages will be considered unless the Company and the Carrier are advised in writing within three days of delivery and no claim for non-delivery will be considered unless the Company is notified in writing within ten days of reasonable delivery time taking into account date of despatch.
The Company shall not be liable for any loss or damage to the goods arising after they have come under the control of the carrier or of the Purchaser.
The Company reserve the right to supply 10% under or over the quantities specified on any order and the value of the goods invoiced shall be adjusted pro rata.
The Purchaser shall not be entitled to withhold a payment of any amount payable under the contract to the Company because of any disputed claim of the Purchaser in respect of faulty goods or any other alleged breach of contract nor shall the Purchaser be entitled to set off against any amount payable under the contract to the Company any monies which are not then presently payable by the Company or in respect of which the Company disputes liability.
No order accepted will be invoiced at less than £100 net total.
All goods will be supplied as specified subject to reasonable availability to the Company of materials. Where specific materials are not so available the Company reserves the right without further notice to substitute other materials.
All descriptive specifications and drawings, all particulars of weight and dimensions and all forwarding specifications issued by the Company are approximate only.
Variation by the Company within the specification of the goods shall not constitute a breach of contract or impose upon the Company any liability whatsoever.
In the event that the Purchaser considers that some goods delivered to him do not conform to the specifications agreed at the time of placing the order, he must advise the Company in writing within 14 days of receipt of the goods and failing such advice it shall be deemed that the Purchaser has accepted the goods and they have complied with the specification.
If by reason of instructions or lack of instructions from the Purchaser despatch in accordance with the Contract is delayed for 21 days after the Purchaser has been notified that the goods are ready for despatch for the purpose of Clause 12 (Payment) the goods shall thereupon be deemed to have been delivered. If for so long as the Company’s storage facilities permit the Company may at its option store the goods and the Purchaser shall pay a reasonable charge therefor provided always the Company shall be under no obligation whatsoever to the Purchaser in respect of the goods stored and neither shall they be liable for any damage howsoever arising caused as a result of the failure to keep such goods safe or free from damage.
If by reason of instructions or lack of instructions from the Purchaser despatch in accordance with the Contract is delayed for 21 days after the Purchaser has been notified that the goods are ready for despatch for the purpose of Clause 12 (Payment) the goods shall thereupon be deemed to have been delivered. If for so long as the Company’s storage facilities permit the Company may at its option store the goods and the Purchaser shall pay a reasonable charge therefor provided always the Company shall be under no obligation whatsoever to the Purchaser in respect of the goods stored and neither shall they be liable for any damage howsoever arising caused as a result of the failure to keep such goods safe or free from damage.
Where the Company has agreed in writing to grant credit terms to the Purchaser, payments shall be made by the end of the month following that of the invoice date. All payments are to be made on or before the date due as a condition precedent to future deliveries, and the Company reserves the right to charge interest at the rate of 1.5% per month on any amounts overdue.
The Contract shall be subject to the following:
To the procurement by the Purchaser at his own expense of any import licence required for the import of the goods into the country to which the goods are to be exported. The import licence number and expiry date shall be furnished at the time the order for the goods is placed with the Company otherwise manufacture of the goods will not be proceeded with. In the event of the import licence expiring before the goods have been made available it shall be the responsibility of the Purchaser to obtain the renewal of such licence.
Where the order is placed from an address in the United Kingdom, to the procurement by the Purchaser at his own expense of any export licence which may be required for the export of the goods from the United Kingdom. Where the Company has however accepted responsibility for shipping arrangements, the Company will endeavour (without commitment) to obtain the export licence.
In the event of a Purchaser ordering goods to be delivered over a period of time or in accordance with a schedule then the Company shall be entitled to accept such order as an unqualified authority to manufacture immediately the whole of the goods referred to in such order and unless otherwise agreed in writing to deliver the same within a period of 12 calendar months from the date of the initial order.
The Company shall be entitled to assign, sub-contract, or sub-let this contract or any part thereof.
Reference herein to the United Kingdom shall mean and include the United Kingdom of Great Britain and Northern Ireland, the Isle of Man and the Channel Islands.
`Failure by the Company to enforce any of the Contract Terms shall not be constructed as a waiver of any of the Company’s right hereunder. This Contract shall be construed and operate in accordance with English Law and the Purchaser hereby submits himself to the jurisdiction of the English Courts. The Company shall not incur any liability nor shall any right accrue to the Purchaser by reason of any misrepresentation arising from:
Notwithstanding that risk in the goods shall pass to the Purchaser on despatch from the Company's Works, title to the goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Company until payment in full has been received by the Company:
Until title to the goods passes to the Company under sub clause 18 (i) the Purchaser shall keep the goods separately and readily identifiable as property of the Company.
At any time before title to the goods passes to the Purchaser (whether or not any payment to the Company is then overdue or the Purchaser is otherwise in breach of any obligation to the Company) the Company may (without prejudice to any of its rights):
The Company may at any time appropriate sums received from the Purchaser as it thinks fit, notwithstanding any purported appropriation by the Purchaser.
Each sub-clause of this Clause 18 is separate, severable and distinct and, accordingly, in the event of them being for any reason whatsoever unenforceable according to its terms, the others shall remain in full force and effect.
