1.1 In these Conditions of Sale the followings words shall have the following meanings:-
“Company” T&R Precision Engineering Limited (Company Number 4927024).
“Customer” the person, firm or company with whom the Company makes the Contract and which expression shall include (jointly and severally) any principal on whose behalf the Customer orders Products.
“Contract” any contract formed between the Customer and the Company for the sale and purchase of the Products.
“Delivery” the delivery of the Products by the Company whether by way of delivery by or for and on behalf of the Company, direct delivery by a supplier on behalf of the Company or otherwise.
“Intellectual Property Rights” the full benefit of all patents, trade and other marks, registered designs (and applications for and rights to
apply for the same), copyrights, trade and business names, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information.
“Order” any purchase order placed with the Company by the Customer.
“Products” the Products or any part thereof which are to be supplied by the Company pursuant to the Contract.
“Specification” the technical or other description (whether as to quantity, quality, price, weight or otherwise) of the Products shown or referred to in the Contract and any performance schedules and/or other characteristics and details contained, mentioned or referred to therein or prepared in accordance therewith.
1.2 Any reference in these Conditions to any statutory provision shall be construed as a reference to that provision as amended or re-enacted at the relevant time.
1.3 The headings are for convenience of reference only and shall not affect interpretation.
- BASIS OF SALE
2.1 These Conditions, together with any special conditions issued by the Company to the Customer at any time prior to or with the Company’s acceptance of the Customer’s Order, are the only conditions upon which the Company is prepared to deal with the Customer and they shall govern this Contract to the entire exclusion of any other terms and conditions referred to by the Customer or contained in any Order, acceptance or quotation or otherwise brought to the notice of the Company, irrespective of their date.
2.2 All orders shall be deemed to be an offer by the Customer to purchase Products pursuant to these Conditions and acceptance of Delivery shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by
the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for
breach of, any such representations which are not so confirmed.
- QUOTATIONS AND ACCEPTANCE OF ORDERS
3.1 Quotations are not offers and may be withdrawn or varied at any time prior to acceptance by the Company of the Customer’s Order
for the Products being the subject of the quotation.
3.2 Orders for the Products shall be given by the Customer to the Company in writing. Verbal Orders shall be confirmed by the Customer to the Company in writing no more than 3 days after the Order is given by the Customer but, for the avoidance of doubt, it is agreed that verbal Orders shall, upon their acceptance by the Company be binding notwithstanding any failure of the Customer to confirm the verbal Order in writing.
- ORDERS AND SPECIFICATIONS
4.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including but not exclusively
any relevant Specification) and for providing to the Company any necessary information concerning the Products within a sufficient
time to enable the Company to perform the Contract in accordance with its terms.
4.2 The Company is to be presumed ignorant of any special purpose or matter for which the Products are required or any special conditions
under which they are to be used unless the Customer informs the Company in writing of that special purpose or matter or those
conditions before the Contract is made. Any intended purpose, matter or conditions of use which are not obvious from the nature of the
Products or their description in the Contract is to be regarded as special for the purposes of this Condition.
4.3 Where the Company recommends Products to meet the Customer’s specific requirements, the Company shall be entitled to assume
that the Customer has given to the Company all relevant information as to the requirements and circumstances of its intended use for
the Products. Provided that the Company’s recommendation is a reasonable one to make on those assumptions the Customer shall
bear the risk that the Products supplied may prove unsuitable for its purposes under the actual conditions of their application, use
4.4 If the Products are to be manufactured or processed by the Company in accordance with a Specification and/or design submitted by the Customer, the Customer shall indemnify the Company from and against all costs, claims, damages and expenses made against or
incurred by the Company in connection with the settlement of any claim for infringement of any patent, copyright, design, trade mark,
or other industrial or intellectual property rights of any third party arising out of the Company’s use of such Specification and/or design.
4.5 The Company expressly reserves the right (but accepts no obligation) to make such changes in the Specification of the Products as are necessary to ensure that the Products conform with any applicable statutory requirements and the Customer shall not be entitled to object to or reject the Products by reason of any such changes.
4.6 If after the date of Contract and before the date of Delivery the Company makes any improvements in the Specification of the Products, the Company may incorporate such improvements provided that:-
(a) the performance and quality of the altered Products are at least equal to those of the Products ordered; and
(b) Delivery is not unreasonably delayed.
- PRICE AND PAYMENT
5.1 The price of the Products shall be the Company’s quoted price or, where no price has been quoted (or a quoted price has been
withdrawn or is otherwise no longer valid) the price listed in the Company’s published price list current at the date of acceptance of
5.2 All prices are, unless otherwise stated, quoted net ex works exclusive of packing and Delivery costs, VAT, export duties, excise
duties or any other imposts or duties payable in respect of the Products. Any such taxes, imposts or duties shall be payable by the
Customer in addition to the purchase price of the Products and any other sums due to the Company from the Customer.
5.3 The Company shall have the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in cost
prices to the Company (including but not limited to increases in the cost of materials, parts, labour, transport, taxes, or currency
fluctuations affecting the Company or its suppliers) and/or in order to cover any extra expense incurred as a result of the Customer’s
instructions or lack of instructions including, without limitation, as a consequence of an agreed change to the Specification.
The Company shall not be required to give to the Customer advance notice of any such increase which will apply immediately.
Where Delivery of the Products is in instalments the Company shall be entitled to increase its prices as aforesaid in respect of any
5.4 Orders for United Kingdom customers without an account are accepted if cash is sent with order or payment made against pro
5.5 Customer accounts are opened subject to approval of satisfactory references and (unless otherwise agreed by the Company in
writing) the terms of payment shall be net cash monthly account due and payable on the last day of the month following the month in
which the Products were despatched or would have been despatched save for postponement otherwise than due to default of the
Company. The Company shall be entitled to submit its invoice with its delivery advice note or at any time thereafter save that where
Delivery has been postponed at the request of or by the default of the Customer, the Company may then submit its invoice at any time
after the Products are ready for Delivery or would have been ready but for the request or default of the Customer.
5.6 Where Products are delivered by instalments the Company may invoice each instalment separately.
5.7 The Customer shall not be entitled to withhold or set-off payment for Products delivered for any reason whatsoever.
5.8 In the event of any payment becoming overdue or credit limit exceeded on any account whatsoever then, without prejudice to any other right or remedy available to it the Company may:-
(a) terminate the Contract and/or any other contract between the Customer and the Company; and/or
(b) suspend any further delivery under the Contract or any other contract between the Customer and the Company and/or;
(c) charge interest on such monies at the rate of 4% above base rate for the time being of Bank of Scotland from time to time
applicable from the date that the sum becomes due until the date that the sum is paid.
5.9 Time of payment shall be of the essence of the Contract and the Customer shall indemnify the Company against any legal or other
expenses incurred by the Company in the collection of any outstanding payment on any account whatsoever.
5.10 The method of payment for overseas Customers will be agreed prior to acceptance of the Order.
6.1 Delivery of the Products shall be made to the Customer’s address as stated in the Contract or, if the Products are to be collected by the
Customer, upon such collection from the Company’s premises at any time after the Company has notified the Customer that the
Products are ready for collection.
6.2 Any dates quoted by the Company for Delivery of the Products are approximate only and the Company shall not be liable for any loss
or damage whatsoever due to delay in Delivery of the Products howsoever caused. Time of Delivery shall not be of the essence of the
Contract.The Products may be delivered by the Company to the Customer in advance of any quoted Delivery date upon giving reasonble notice to the Customer.
6.3 The date of Delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or
approvals from the Customer as shall be requested by the Company. Alterations made by the Customer after the date of the Customer’s
Order in Specification or quantities required may result in a delay in Delivery. If reasonably practicable, the approximate length of any
such delay shall be notified to the Customer.
6.4 The Company will endeavour to comply with any reasonable requests by the Customer for postponement of Delivery but shall be under no obligation to do so and the Customer shall pay all reasonable and proper costs and expenses arising from such postponement.
6.5 The Company may effect Delivery by instalments in which case these Conditions shall apply to each instalment as though a separate
Contract and any failure or defect in any one Delivery will not entitle the Customer to repudiate the Contract as a whole.
6.6 Export packing for overseas Orders will be charged to the Customer. Cases are non- returnable.
- RISK AND TITLE
7.1 Risk of damage to or loss of the Products shall pass to the Customer:-
(a) in the case of Products to be delivered otherwise than at the Company’s premises at the time of Delivery;
(b) in the case of Products to be delivered at the Company’s premises, at the time when the Company notifies the Customer that
the Products are available for collection.
7.2 Until all sums due under this Contract or any other Contract as at the date of Delivery of the Products which are the subject of the
Contract have been paid in full by the Customer to the Company, the whole right, title and interest, both legal and equitable in and to
the Products shall remain with the Company and the Customer shall keep the Products as the Company’s fiduciary agent and bailee in
good and substantial repair and condition, properly stored, protected and insured in such a way that they are identifiable as the
property of the Company and are separate from all other goods of the Customer.
Until that event the Customer shall be entitled to use or re-sell the Products in the ordinary course of its business but shall account to
the Company for the proceeds of sale or otherwise of the Products (whether tangible or intangible and including insurance proceeds).
7.3 The right to use or resell the Products granted to the Customer under the terms of Condition 7.2:-
(a) may be terminated by the Company forthwith upon oral or written notice to the Customer if the Customer defaults in payment of
any sum for more than 7 days after such sum fell due; and
(b) shall automatically cease if a receiver is appointed over any of the assets of the Customer or a petition is presented for an
administration order in respect of the Customer or a petition is presented or notice is given of a resolution to wind up the Customer
or the Customer is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (in the
event of the Customer being a sole trader or a partnership) a petition is presented for the bankruptcy of the Customer or any
partner of the Customer or if the Customer shall make any composition with its creditors or if any distress, execution or other
process is levied or enforced upon or sued against all or any of the assets of the Customer.
7.4 Upon the Customer ceasing to have any such right of use or resale the Company shall be entitled at any time without notice to enter
the Customer’s premises to repossess the Products.
7.5 As all or any of the Products or some part or constituent of’ them may have been purchased by the Company under a contract containing
a provision reserving title or other property right therein to the vendor thereof the Company shall be liable to transfer to the Customer
only such title as the Company may itself have in the Products.
8.1 [Unless otherwise specified prices quoted exclude Delivery to destinations in the United Kingdom in which case the Company will select the mode of transport with due regard to urgency and cost. The entire cost of any mode of transport to destinations in the United
Kingdom shall be borne by the Customer. No allowance will be credited for Products collected from the Company’s works by the
8.2 For overseas destinations, unless otherwise agreed, all Products will be delivered F.O.B. U.K. port (such port to be decided by the
Company). The Company reserves the right to charge for inland transport when Products are delivered to a port of the Customer’s
9.1 The Customer is deemed to have inspected the Products on Delivery and unless the Delivery advice note is marked with details of
any storage, loss or damage the correct quantity and quality of Products will be deemed to have been delivered and no claim based on any defect in the quantity or damage to the quality of the Products which is made subsequently will be considered.
9.2 All conditions and warranties, express or implied by statute, common law or otherwise are hereby excluded except those which by
statute may not be excluded PROVIDED THAT nothing in these Conditions shall affect the statutory rights of the Customer dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977).
- LIMITATION OF LIABILITY
10.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any misrepresentation, or breach of any implied warranty, condition or other term, or breach of any duty at common law or under the express terms of the Contract, for any direct loss or expense and/or any indirect loss or expense suffered by the Customer or liability to third parties incurred by the Customer and/or for any consequential loss or damage. (whether for loss or profit or
otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or
resale by the Customer, except as expressly provided in these Conditions AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS IN THIS CLAUSE 10.
10.2 If a valid Warranty claim shall arise the Company will at its option and expense either:-
(a) replace the non-complying or defective Products (or part thereof) as soon as reasonably practicable; or
(b) take such steps as the Company considers necessary to make the Products comply and performance of any one of the above
options shall constitute discharge of the Company’s entire liability under the Warranties.
10.3 Without prejudice to Clauses 10.1 and 10.2 or to the Company’s other rights hereunder the Company’s total liability for any one claim
or for the total of all claims arising from any one act or default (whether arising from the Company’s negligence or otherwise) shall not in any event exceed the Contract price for the Products.
10.4 [In the case of export goods for overseas destinations the Company accepts no liability for damage or loss after the Products have been despatched by the Company although the Company will arrange insurance against transit or other risks if instructed to do so by the Customer at the Customer’s cost.]
- TERMINATION OF CONTRACT
The Company shall be entitled to terminate the Contract and/or any other Contract between the Company and the Customer forthwith
by notice without prejudice to any of its other rights:-
(a) if the Customer (whether under this or any other Contract between the Company and the Customer) is overdue with any payment
or commits any breach of Contract which is incapable of remedy or which if the same be capable or remedy it fails to remedy
within 7 days of the Company’s written notice so to do; or
(b) if any distress or execution shall be levied on the Customer’s assets, or if the Customer shall make or offer to make any
arrangement or composition with creditors or commit an act of bankruptcy or if any petition or receiving order in bankruptcy or
administration order shall be presented or made against the Customer or if the Customer is a limited company and any resolution
or petition to wind up the same (other than for the purposes of solvent reconstruction or amalgamation) shall be passed or served
or an administration order be made if a receiver or administrator be appointed of the Customer’s assets and undertaking or any
part thereof; or (c) if, in the opinion of the Company, serious doubts arise as to the solvency of the Customer.
- TERMINATION CONSEQUENCES
In the event of the Contract being determined in accordance with Condition 11 the Customer shall pay the Company at the Contract rate
for all work done, materials used and Products purchased and/or manufactured to the Customer’s design or Specification and/or
purchased or manufactured for the purpose of the Contract and for all Products delivered prior to termination and shall indemnify the
Company against any resulting loss, (including loss of profit and other consequential loss) damage or expense incurred by the Company
in connection with the non-performance of the Contract.
- FORCE MAJEURE
The Company shall have no liability to the Customer in the event of non-Delivery or delay in Delivery of the whole or any portion of
the Products caused directly or indirectly by act of God, weather, war, terrorism, acts of Government, strikes or lockouts, fire, break
down of machinery, non-delivery or delay in delivery by the Company’s suppliers of goods or materials required, shortage of transport, general shortage of materials and restrictions in the use of power, or any other cause beyond the Company’s complete control.
In the event of any delay in Delivery due to any of the aforesaid causes the time for Delivery shall be extended to the extent of the delay caused.
Samples sent to the Customer for reference will be returned on demand.
- INTELLECTUAL PROPERTY RIGHTS
15.1 All and any Intellectual Property Rights in the Products and in any drawings, brochures, or literature relating to the Products belong to the Company and the Customer may not use any of the Intellectual Property Rights without the prior written consent of the Company.
15.2 If the Customer shall use (without consent) or otherwise infringe any of the Intellectual Property Rights it shall be liable to indemnify
the Company against any resulting loss (including loss of profit and other consequential loss) damage or expense incurred or suffered
by the Company.
- CUSTOMER’S DRAWINGS
16.1 The Customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the
Company either directly or indirectly by the Customer or by the Customer’s agents, servants, consultants or advisors are accurate,
correct and suitable. Examination or consideration by the Company of such drawings, information, advice or recommendations shall in
no way limit the Customer’s responsibility hereunder unless the Company specifically agrees in writing to accept such responsibility.
16.2 The Customer shal1 indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the
manufacture of Products to the drawings and specifications of the Customer where such drawings and specifications are in any way
defective or where it is alleged that they involve an infringement of any intellectual property rights.
- DATA AND TECHNICAL INFORMATION
The information contained in the advertising, sales and technical literature used by the Company may be relied upon to be accurate in
the exact circumstances in which is expressed, otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly the information contained in the Company’s publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in writing.
The description of Products in any catalogues used by the Company is given by way of identification only and the use of such
description shall not mean that a sale under this Contract is a sale by description.
The Customer will not exhibit any of the Products at any public exhibition or trade display without first obtaining the Company’s
If at any time any one or more of these Conditions of Sale (or any part or parts thereof) is held to be or becomes void or otherwise
unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and the validity and/or
enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby.
- WHOLE AGREEMENT
21.1 Each party acknowledges that the Contract together with any variations and/or qualifications made pursuant to these Conditions of
Sale contains the whole agreement between the parties and supersedes all previous agreements between the parties with respect to its subject matter.
21.2 The Customer acknowledges that in entering into the Contract it does not do so on the basis of or in reliance upon representation,
warranty or other provision except as expressly provided in these Conditions.
No failure of, or delay or forbearance by the Company (whether express or implied) in asserting or exercising any rights or remedies
under the Contract shall affect its right to do so in the future.
The Contract shall be governed by and interpreted in accordance with English law and shall be subject to the exclusive jurisdiction of
the English courts.