ASG Fabrications Limited

Terms and Conditions of Sale from June 2013

 

1 DEFINITIONS

In these conditions the “Company” means ASG Fabrications Limited. The “Buyer” means firm or individual from whom the Company received an order which the Company has verbally in writing. The “Goods” means the products, materials and/or services to be the company.

 

2 APPLICABILITY OF CONDITIONS

The Company accepts orders for the supply of Goods and Services subject only to these conditions. The Buyer accepts that these conditions shall govern relations between himself and the Company to the exclusion of any other terms.

 

3 PRICE

The price of the Goods and/or Services shall be the Companies quoted price or the Buyers accepted order value.

Unless fixed prices have been specifically agreed by the Company, not with-standing any offer, quotation, tender price or price list; all prices are subject to alteration without notice and Goods will be invoiced at prices ruling at the date of dispatch.

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All prices are quoted exclusive of Value Added Tax (VAT) and VAT will be added to all invoices at the rate applicable on the tax point date which date shall be the date of invoice. Where before delivery or the date of the invoice, whichever is the earlier, the Goods become subject to any additional duty, VAT or any other tax or surcharge, in excess of the sum specified for such liabilities in the company’s quotation or invoice, the Buyer shall be charged and will pay such extra duty, tax or surcharge .

 

4 DELIVERIES & TESTING

Deliveries shall be deemed effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his agent, when the Goods are loaded onto the vehicle collecting them. The Buyer shall provide at the delivery point and as it expense adequate and appropriate equipment and manual labour for loading/unloading the Goods.

The company reserves the right to deliver Goods by instalments and in such event each instalment shall be treated as a separate contract provided that the deliveries of further instalments maybe withheld until the Goods or materials comprised in earlier instalments have been paid in full.

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Where the contract provides for testing inspection of the Goods by on behalf of the Buyer before delivery whether at the Companies site or elsewhere, then upon the company giving notice of the availability of the Goods for inspection/testing the Buyer shall inspect and/or test the Goods within 7 days of such notice. If the Buyer does not inspect or test the Goods within the time specified, or if within 14 days of such testing and/or inspection, the Buyer does not notify the Company in writing that the Goods are not in accordance with the Contract, specifying the matter complained of, then the Buyer shall conclusively be deemed to have accepted the Goods as being in accordance with the Contract and shall not thereafter be entitled to reject the Goods on the grounds of anything which such testing and/or inspection would have revealed.

 

5 TIMES FOR DELIVERY

Any periods of time quoted or accepted by the Company for despatch, delivery or completion of the order are to be treated as estimates only, not involving the Company in any liability to the Buyer in respect of loss suffered as a result of failure to despatch, delivery or complete within such time period.

 

6 STORAGE

If the company does not receive forwarding instructions sufficient to enable despatch to be made within 14 day after notification

 

that the Goods are ready for despatch, the Buyer shall be deemed to have taken delivery and the Company may (without prejudice to any of its other rights) dispose of the Goods ordered at the best price reasonably available or may arrange storage of the Goods at the premises of the Company or elsewhere as the Company may so determine at the cost of the Buyer. The Company’s storekeeper’s receipt or that of any third party warehouse or a similar depository shall be deemed valid for all purposes including without limitation claiming payments under any relevant letter of credit as if it were the Buyer’s receipt for a clean bill of lading or other document as is called for to evidence or effect delivery of the Goods.

 

7 CLAIMS

Notice of any claim relating to the shortage of or damage to the Goods shall be made to the Company in writing within 48 hours of receipt of the Goods. In the event of loss or non -delivery of the Goods the Customer shall notify the Company within 3 days of receiving the delivery  note.

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The Company will consider claims only if the above conditions are met and the claim is signed by the Customer and accompanied by full particulars giving the invoice and the Company’s order number and, the copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the Goods must bear an appropriately qualified signature, for example “material received damaged (signed)”

The Company’s liability hereunder in respect of any shortage, loss or damage to the Goods lost or damaged.

 

8 VARIATIONS

a)     If the Company makes a variation to the Goods, Services and/or Contract in any way from the agreed specification at the Customers request or pursuant to any legal requirement the Customer shall pay in addition to all other sums payable under this contract the cost of the variation insofar as the same increases the cost incurred by the Company in performing the Contract.

b)     The Contract price is based on costs current at the date of this Contract. If during the period between the contract date and the date of actual delivery such cost are increased to the Company, the Customer shall pay such additional sum as incurred by the Company’s in the performing Contract.

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 9) PAYMENT TERMS

Subject to any special terms agreed in writing between the Buyer and the Company, the Company shall be entitled to invoice the Buyer for the price of the Goods, on or at any time after delivery of the Goods. The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days after the end of the month in which the Goods are delivered, and the Company shall be entitled to recover the price, notwithstanding that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or Suspend any further deliveries to the Buyer. Should a discount be offered in the price of the works; this will only be acceptable should the payment be on time. Any payments made after the due date revert to gross.

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The Company reserves the right to charge interest in late payments of four per cent per annum above the base rate quoted by Natwest Bank from time to time on the daily balance from the due date until payment is made, whether before or after judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest Act 1998)

If payment falls into arrears the Company shall have the right to cancel or postpone performance of the Contract wholly or in part and to be paid immediately for the performance of the contract date.

No claim by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding of any part of any sums

 

due for payment hereunder. The Buyer shall not be entitled to any set-off of obligations within or between contracts within the Company.

 

10 RISKS AND TITLE

Risk passes to the Buyer on delivery of the Goods. Whilst risk in Goods supplied to the Buyer under the Contract shall pass on delivery, legal and beneficial ownership of the Goods shall remain with the Company until such times as the Company has received payment in full for all Goods supplied to the Buyer or until such times as the Goods are sold to the Buyers customers by way of a bona fide sale at full market value (whichever shall be earlier) and until such time the Buyer shall keep such Goods separate from its property and clearly identified as the property of the Company.

Notwithstanding terms of payment specified herein or elsewhere payment for all Good supplied to the Buyer shall become due immediately upon commencement of any act or proceeding in which the Buyer’s solvency is involved (whether voluntary or upon application to any court) or upon appointment of a receiver over the whole or any part of the Buyers assets or taking and upon such occurrence the power of sale granted to the Buyer above shall undertaking automatically determine.

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If payment for any Goods is overdue whether in whole or in any part and any Goods have been delivered to the Buyer, the Company may without prejudice to any of its other rights enter upon the Buyers premises to recover or resell the Goods or such of them as the Company in its absolute discretion may designate as necessary to recover the amount of payment overdue and the Company’s reasonable costs incurred in giving effects to its rights hereunder and for their purposes the Buyer hereby authorises the Company to enter and take all necessary and reasonable steps upon the premises of the Buyer.

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In respect of the Goods and if the Buyer sells or allows to be sold the Goods, the proceeds of shall be held in a separate clearly identifiable account and the beneficial interest of the Company shall attach to the proceeds of the sale and the Company shall have the right to trace such proceeds of the sale. If any Goods are incorporated or used in other products before full payment for the Goods supplied under the Contract has been made title in such products shall be and remain with the Company until full payment is made or such products have been sold and all of the above provisions of this clause shall extend to such products.

In the absence of contrary advice from the Buyer to the Company the Goods shall be deemed to have been delivered and accepted by the buyer complete and in satisfactory condition.

 

11) WARRANTY

The company warrants that the Goods are within its usual mill tolerances as to quality and finish and shall replace or at its option refund the purchase price applicable of any Goods which do not in its sole opinion comply with this warranty. Provided always any claim under this warranty is made within 3 days of delivery of the Goods alleged to be defective.

The Buyer assumes responsibility for the capacity or performance of the Goods being sufficient and suitable for their intended use. No warranty, condition or representation is given or made as to the quality of the Goods supplied hereunder their condition or their fitness for any particular purpose and any such warranty condition or representation whether expressed or implied whether by statue, by collateral agreement or from otherwise is hereby excluded.

 

12) CANCELLATION BY THE BUYER

The Buyer may cancel or suspend the contract only with the Company’s prior written consent following agreement by the Buyer to reimburse the Company in amount to be determined by the Company.

 

13) TERMINATION BY THE COMPANY

The Company shall (without prejudice to any of its other rights hereunder) be entitled to terminate any contract forthwith by written notice to the Buyer if the Buyer shall;

a)     Become insolvent

b)     Fail to pay any amounts falling due (whether under these conditions or otherwise) to the Company within 28days of the payment is due

c)     Suffer the appointment of a receiver

d)     Pass a resolution for winding-up (other than for the purpose of bona fide amalgamation or bona fide reconstruction

e)     Commit a breach of any item of the Contract or any other Contract with the Company.

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14) LIMITATIONS OF LIABILITY

The Company shall not be liable for any expenditure loss (including without limitation economic indirect and consequential loss) damage or injury (other than personal injury arising out of negligence for which we must accept liability in accordance with the Unfair Contract Terms Act 1977 where you are a UK Customer for UK supply) arising out of any use or dealing with the Goods howsoever such expenditure los damage or injury shall arise and whether from any defect in the Goods or otherwise.

The Buyer shall indemnify the Company against all and any claims costs, actions or demands whatsoever and howsoever arising made by any third party (including the Buyers employees) whether direct or indirect including without limitation those relating to the use of Goods and those arising as a result of the operation of the Consumer Protection Act 1987.

 

15) FORCE MAJURE

In the event of the Company being delayed in or prevented from performing it obligations hereunder owing to any cause whatsoever beyond the Company’s control including without limitation act of God, war, strikes lockouts, trade disputes, difficulty in obtaining workmen or materials, breakdown of equipment, or any other cause, the Company will not be liable for any loss damage or expenses incurred and shall be at liberty to cancel or suspend the contract without incurring any liability arising therefrom, and the Customer shall not been entitled to terminate the Contract.

 

16) LAW AND INTERPRETATION

This Contract represents the entire agreement between the parties and supersedes all earlier warranties representations or statements (whether verbal or in writing) and may only be varied or amended in writing between the parties. The headings of each provision are intended to be for convenience only and do not affect the interpretation thereof.

The Contract shall be deemed to be a contract made in England and shall be construed according to the law of England. Any dispute shall be referred to English Court which shall have sole jurisdiction.

 

DATA PROTECTION NOTICE

This notice is provided further to the Data Protection Act 1998 (The Act).