CERTIFICATIONS
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 Acceptance of your order is subject to the goods being available and unsold.
1.4 The price quoted excludes delivery (unless otherwise stated).
1.5 Unless otherwise stated, the price quoted is based on the metal price at the time of quote and the price charged will be based on the price of metal at the time of ordering.
1.6 Rates of tax and duties on the goods will be those applying at the time of delivery.
2.1 All delivery times quoted are estimates only.
2.2 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.3 If for any reason you fail to accept delivery of any goods when they are ready for delivery, or we are unable to deliver the goods because you have not provided adequate instructions, or if you do not collect the goods by the date we give for collection, we may:
2.3.1 Treat the goods as having been delivered on that day (for the purpose of risk, inspection and payment); and
2.3.2 Charge you for the storage or redelivery of those goods.
2.4 We may deliver the goods in instalments unless agreed otherwise. Each instalment is treated as a separate contract.
2.5 We may decline to deliver if we believe that it would be unsafe, unlawful or unreasonably difficult to do so.
3.1 The goods are at your risk from the time of delivery.
3.2 Delivery takes place either:
3.2.1 When the goods are loaded at our premises or address specified by you (if you are collecting them or arranging carriage); or
3.2.2 When the goods are unloaded at your premises or address specified by you (if we are arranging carriage).
3.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must advise us in writing within three days of delivery or the expected delivery time (a qualified signature on a delivery not will not be acceptable). You must not use or process the goods and give us (and any carrier) a fair chance to inspect the damaged goods. If you fail to notify us in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.
4.1 You are to pay us cleared funds prior to delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the month of delivery unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date we may:
4.3.1 Suspend or cancel future deliveries;
4.3.2 Cancel any discount offered to you;
4.3.3 Charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each month; and
c. before and after any judgment (unless a court orders otherwise);
4.3.4 Claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
4.3.5 Recover (under clause 4.7) the cost of taking legal action to make you pay.
4.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward you due date for payment. We may do any of those at any time without notice.
4.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your property in our possession.
4.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
5.1 Until you pay all debts you may owe us:
5.1.1 All goods supplied by us remain our property;
5.1.2 You must store them so that they are clearly identifiable as our property.
5.1.3 You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
5.1.4 You may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow us to remove the goods.
5.4 We have your permission to enter any premises where the goods may be stored:
5.4.1 At any time, to inspect them; and
5.4.2 After your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
6.1 We warrant that the goods comply with their description.
6.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise by implied) as to the quality of the goods or their fitness for any purpose.
6.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must:
6.3.1 Inform us (in writing), with full details, as soon as possible, and
6.3.2 Allow us to investigate (we may need access to your premises and product samples).
6.4 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 6.3) in full, we will (at our option) replace the goods or refund the price.
6.5 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
6.6 For all liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
6.7 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
7.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that:
7.1.1 The specifications or instructions are accurate;
7.1.2 Goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
7.1.3 Your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
7.2 We reserve the right;
7.2.1 To make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
7.2.2 To make without notice any minor modifications in our specifications we think necessary or desirable.
8.1 We will accept the return of goods from you only:
8.1.1 If it can be proven that they fail to conform to specification or description as detailed in our acknowledgement of your purchase order and if you have met all of the requirements of Clause 6.
8.1.2 Or, where we accept return of the goods at an agreed scrap value.
9.1 Where the goods are supplied by us to you by way of export from the United Kingdom Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).
9.2 The “Incoterms” of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
9.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
9.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
9.5 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
10.1 You may not cancel the order unless we agree in writing (and clause 10.2 applies).
10.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order and you can have no further claim against us under that contract.
10.3 We may suspend or cancel the order, by written notice if:
10.3.1 You fail to pay us any money when due (under the order or otherwise);
10.3.2 You become insolvent.
10.3.3 You fail to honour your obligations under these terms.
11.1 Any waiver or variation of these terms is binding in honour only unless:
11.1.1 Made (or recorded) in writing;
11.1.2 Signed on behalf of each party; and
11.1.3 Expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
12.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
13.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
13.2 If you are more than one person, each of you has joint and several obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 It will not affect the enforceability or any other of these terms; and
13.3.2 If it would be enforceable if amended, it will be treated as so amended.
13.4 We may treat you as insolvent it:
13.4.1 You are unable to pay your debts as they fall due; or
13.4.2 You (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
13.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
13.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post) the others registered office or principal place of business. All such notices must be signed.
13.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
13.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
13.8.1 Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
13.8.2 Which expressly state that you may rely on them when entering into the contract.
13.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
13.10 We reserve the right to sub-contract (but not to assign) the whole or any part of the contract as we see fit, provided that we remain responsible for the performance of the contract.
“Purchase Order” or “PO”
Means the formal order or contract (comprising the PO, any Special Conditions, specifications, standards, programmes or other documents referred to in the PO), placed by the Company for the supply of the Goods/Services to which these conditions apply, whether or not signed by the Seller.
“The Company”
Means Copper Alloys Ltd
“The Seller”
Means the person, firm or company to whom the PO is addressed.
“The Goods”
Means the equipment, items or services (including any instalment of the Goods or any part of them) as described in the PO.
“The Price”
Means the price for the Goods and/or the charge for the services as specified in the PO.
“Special Conditions”
Means any special terms and/or conditions set out in the PO.
“Special Conditions”
2.1 If the Seller starts to perform or administer any aspect of this PO then all conditions of contract whether these General Conditions of Purchase or others in the PO will be deemed to have been accepted and the contract formed on that date. The programme for delivery will also start at the same time.
2.2 The contract shall consist of and the order of precedence shall be:
Any Special Conditions written or referred to on the face of the PO, these General Conditions of Purchase, the technical Specification referred to in the PO.
2.3 These terms and conditions shall apply to the Contract and if they are inconsistent with any other provisions contained in any document issued by the Seller, they shall take precedence over such other provisions.
2.4 No modification or amendment of these terms and conditions shall be binding upon the Company unless otherwise expressly agreed to in writing by someone duly authorised on behalf of the Company.
2.5 Unless otherwise expressly agreed in writing by the Company, the Prices stated in the Contract are “delivered” Prices.
3.1 Whilst the Goods or part or components of them are under the control of the Seller they shall remain at the Seller’s risk.
3.2 Goods belonging to or provided by the Company which are in the Seller’s custody for any purposes shall be clearly marked and recorded by the Seller as belonging to the Company and shall be at the Seller’s risk.
3.3 The Seller shall fully indemnify and hold indemnified the Company against any loses, damage, actions, costs, expenses, claims or demands in respect of any injury to the person or property of any of the Company’s employees or of any third Party arising out of any defect in the Goods or the loss or theft of any of the companies materials or property whilst in the suppliers possession, and shall forthwith pay to the Company the direct and indirect amount of any loss or damage suffered by the Company arising out of any such defect or loss.
4.1 The time or times for the delivery of the Goods shall be as specified in the PO shall be of the essence of the Contract.
4.2 If the Goods or any part of them are not delivered to the Company by the date referred to in (a) above the Company shall have the right to determine the Contract forthwith by notice in writing.
4.3 The Order Number relating to the Goods should be prominently and securely displayed on all packages in the consignment and a detached Packing Note included with the consignment.
4.4 Unless otherwise agreed containers will not be paid for.
4.5 The Good must be delivered suitably packed so as to prevent damage in transit to such destination as the Company may direct in the PO or otherwise.
All payments made by the Company to the Seller shall be made without prejudice to the Company’s right of rejections, cancellation or alteration whether arising under the Sale of Goods Act 1979 or otherwise and if the Company shall have paid any sum in excess of the sums due hereunder, the Seller shall repay the sum to the Company on demand.
The Seller shall not sub-contract the performance of the Contract or any material part thereof without the prior written consent of the Company which shall not be unreasonably withheld.
7.1 No term of this PO shall be, purports to be or is intended to be enforceable by or confers a benefit on any third party other than an assignee, whether such right arises, or would but for the existence of this term arise, as a result of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
7.2 If any third party makes any claim against the Buyer arising from the performance of the PO by the Seller, or in respect of Goods or services supplied under it, the Seller shall at its own expense on request by the Buyer join the Buyer in defending the claim. The decision of any court, arbitration or tribunal deciding upon the claim shall, so far as is relevant, be admitted as conclusive in any consequent claim made by the Buyer against the Seller under the contract.
“Special Conditions”
8.1 The contract shall be governed by and construed in accordance with English law and the Courts of England shall have exclusive jurisdiction to hear all disputes arising in connection with the Contract.
8.2 The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna in 1980 shall not apply to this contract.
9.1 Goods shall conform to the requirements of the PO and shall be free from defects in design, material or workmanship and be a quality sufficient for and be fit for their intended purpose, about which it shall be for the Seller to enquire. They shall be made or performed in accordance with the appropriate best professional practice and all applicable standards and legislation. Goods shall be delivered complete with all instructions, warnings and other data necessary for safe and proper operation. Goods which do not comply with all of the above may be rejected and the PO may be terminated.
9.2 All process and certification requirements will be in accordance with the PO.
9.3 Swarf and nonconforming product shall be clearly identified and returned to the Company.
9.4 The Seller shall notify the Company upon receipt of the PO or as soon as possible during the contract period if it is unable to comply with any of the requirements of the PO.
9.5 The Company, its customers and Regulatory Authority will be allowed reasonable access for contract designated witnessing and to records and test samples.
9.6 Personnel performing processes or testing shall be qualified to perform such tests or processing.
9.7 When the contract or any part there of has to be sub-contracted the applicable requirements in the purchasing document shall apply to sub-tier suppliers.
9.8 Test specimens shall be retained by the Seller for a minimum of one year.
9.9 The Seller will notify The Company of any changes in process or product which might affect the Goods. Such changes will not be implemented without the approval of the Company.
9.10 The Seller will retain records for 10 years minimum unless otherwise stated in the contract.
9.11 The Seller shall ensure that no suspect or counterfeit product will be used in connection with Company orders. Where the Company determines that counterfeit parts have been supplied, these parts shall be returned to the Seller and reasonable evidence shall be provided by the Seller that the parts have been controlled to prevent re-entry to the supply chain.
9.12 The Seller shall ensure that its staff are aware of their contribution to product conformity, product safety and the importance of ethical behaviour.
10.1 The Seller shall treat the PO as confidential and shall not disclose, nor permit disclosure of, any details of the PO or its existence to any third party (except to the extent that the PO becomes public knowledge through no fault of the Seller), nor use or knowingly permit the use of the PO by itself or any third party for the purpose of advertisement, display or publication without the Company’s prior consent in Writing.
10.2 The Seller shall keep confidential and shall not disclose any information of the Company or its customers, contractors or suppliers unless the Company has given prior written permission. Such information shall include but not be limited to finances, prices, equipment or systems, data of any kind, intellectual property whether or not registered or capable of registration and know-how.
10.3 The Seller may not describe, illustrate or refer to the Goods in any form of advertising without the Company’s prior consent in writing.
11.1 The Company may in its sole discretion either terminate or suspend the PO in whole or in part at any time for any reason by giving notice to the Supplier.
11.2 This sub-clause 11.2 shall only apply if the PO is terminated under sub-clause 11.1. In the event of the Company giving a notice under sub-clause the Seller shall immediately cease all activities in relation to this PO and take all possible steps to mitigate any cost or loss. The Company shall reimburse the Seller the reasonable costs the Seller has incurred up to the date of termination including any unavoidable costs.
11.3 The Company may terminate the PO without prejudice to any other of its rights and without liability to the Seller if:
11.3.1 An event of Force Majeure does or is likely to delay performance more than 30 days, or
11.3.2 The Seller is in breach of its obligations and has failed to employ best endeavours to either meet its contractual obligation or to mitigate any projected delay in delivery or other contractual requirement.
The headings of these conditions are included for convenience and ease of reference only and shall have no effect of the interpretation thereof.
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