JewelCast Limited Terms and Conditions of Business
INTERPRETATION
1.1. In these conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the goods is accepted by the Seller;
“Buyers Goods” means any products (incorporating the Materials) which are produced by the Seller as a result of the Services and in which title and property are owned by the Buyer throughout the performance of the Services;
“Conditions” means the standard terms and conditions of business set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and Seller and signed on behalf of each of them;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply to the Buyer in accordance with these Conditions apart from any Buyer’s Goods;
“Materials” means any metal or other items owned by the Buyer which are used by the Seller in performing Services;
“Seller” means Jewelcast Limited;
“Services” means the services and/or work to be performed by the Seller for the Buyer;
“Writing” includes telex, cable, facsimile transmission and comparable means of communication.
2. BASIS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject to these Conditions
2.3 No Variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and Seller.
2.3 The Seller’s employees or agents are not authorized to make any representations, including the giving of advice or recommendation, concerning the Goods and/or services unless confirmed by the Seller in Writing. In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.5 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until such acceptance is confirmed by the Seller’s authorized representative.
3.5 The Buyer shall be responsible to the Seller for the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and/or Services within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.5 The quantity, quality and description of and any specification for the Goods and/or services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.5 The Seller reserves the right to make any changes in the specification of the Goods and/or Services which are required to confirm with any applicable statutory or EC requirements or, where the Goods and/or Services are to be supplied to the Seller’s specifications, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
4. PRICE OF GOODS AND SERVICES
4.1 The price of the Goods and/or Services shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order.
4.3 Where the Goods and/or Services involve export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer. After 30 days quoted prices may be altered by the Seller without giving notice to the Buyer. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions .
4.3 Except as otherwise stated under the terms of any quotations or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods and/or Buyer’s Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Sellers charges for transport, packaging and insurance. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. TERMS OF PAYMENT
5.2 The Seller shall be entitled to invoice the Buyer for the price of the Goods and/or Services on or at any time after delivery of the Goods and/or Buyer’s Goods, unless the Goods and/or Buyer’s Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods and/or Buyers Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods and/or Buyer’s Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods and/or Buyer’s Goods.
5.2 The Buyer shall pay the price of the Goods and/or Services (without any deduction) within the 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time for payment of the price shall be of the essence of the Contract.
6. DELIVERY
6.1 Delivery of the Goods and/or Buyer’s Goods shall be made by the Buyer collecting the Goods and/or Buyer’s Goods from the Seller’s premises at any time after the Seller has notified the Buyer that the Goods and/or Buyer’s Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods and/or Buyer’s Goods to that place.
6.2 Any dates quoted for delivery of the Goods and/or Buyer’s Goods are approximate only. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods and/or Buyer’s Goods shall pass to the Buyer:
7.1.1 In the case of Goods and/or Buyer’s Goods to be delivered at the Seller’s premises, at the time when the seller notifies the Buyer that the Goods and/or Buyer’s Goods are available for collection; and
7.1.2 In the case of Goods and/or Buyer’s Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods and/or Buyer’s Goods, the time when the Seller has tendered delivery of the Goods and/or Buyer’s Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods and/or Buyer’s Goods, or any other provision of these Conditions:
7.2.1 the title and property in the Goods shall not pass to the Buyer; and/or
7.2.2 the Seller shall have a lien on all Buyer’s Goods and/or Materials in its possession, power or control;
until the Seller has received in cash or cleared funds payment in full of the price of the Goods and/or Services and all other Goods and/or Services agreed to be sold and/or supplied by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the title and property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of he Buyer and third parties and property stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of business.
7.4 Until such time as the title and property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer of any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.6 If any monies due to the Seller by the Buyer have not been paid within 14 days of the due date for payment then the Seller may sell and give good title for any Buyer’s Goods and/or Materials over which it has a lien in accordance with clause 7.2 and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in paying any interest owed, thirdly in paying any principal monies owed to the Seller by the Buyer and fourthly in accounting to the Buyer for the remainder (if any).
8. WARRENTIES AND LIABILITY
8.1 Subject as expressly provided in these Conditions, and except where the Goods, Buyer’s Goods and/or Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 The Seller shall not be liable to the Buyer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, Buyer’s Goods and/or Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control, to include but not limited to, any failure or delay on the part of the postal service.
8.3 The Seller shall have no liability to the Buyer for any:-
8.3.1 consequential losses
8.3.2 loss of profits and/or damage to goodwill
8.3.3 economic and/or similar losses
8.3.4 special damages and indirect losses and/or
8.3.5 business interruption, loss of business, contracts, opportunity and/or production.
8.4 The Seller’s total liability to the Buyer under or in connection with the Goods, Buyer’s Goods and/or Services in relation to any order for the Goods, Buyer’s Goods and/or Services shall not exceed of the cost to the Buyer (in the cheapest available market) of similar goods and/or services to replace the Goods, Buyer’s Goods and/or Services (as appropriate).
8.5 Each of the limitations and/or exclusions in these Conditions shall be deemed to be repeated and apply as a separate provision for each of:
8.5.1 Liability for breach of contract
8.5.2 Liability in tort (including negligence)
8.5.3 Liability for breach of statutory duty and
8.5.4 Liability for breach of Common Law.
except clause 8.4 above which shall apply only once in respect of all the said types of liability.
8.6 Nothing in these Conditions shall exclude or limit liability of the Seller for death or personal injury due to its negligence or any liability which is due to the Seller’s fraud or any other liability which is not permitted to exclude or limit as a matter of law.
9.0 EVENTS OF DEFAULT OF BUYER
9.1 If the Buyer:
9.1.1 Fails to make any payment to the Seller when due;
9.1.2 Breaches the terms of a contract incorporating these Conditions (and if the Breach is capable of remedy has not remedied the breach within 14 days of receiving a written notice requiring the breach to be remedied);
9.1.3 Makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or has a receiver/administrative receiver appointed or goes into liquidation (otherwise than for purposes of amalgamation or reconstruction);
9.1.4 Ceases, or threatens to cease, to carry on business; and/or
9.1.5 Appears reasonably to the Seller to be about to suffer any of the above events;
9.2 If any of the events set out in clause 9.1 above occurs in relation to the Buyer then:-
9.2.1 the Seller may enter, without prior notice, any premises of the Buyer (or premises of third parties with their consent) where Goods owned by the Seller may be and repossess and dispose of or sell any Goods found which are owned by the Seller so as to discharge any sums due to the Seller under the relevant contract or any other agreement with the Buyer.
9.2.2 the Seller may require the Buyer not to re-sell or part with the possession of any Goods owned by the Seller until the Buyer has paid in full all sums due to the Seller under the relevant contact or any other agreement with the Seller;
9.2.3 the Seller may withhold delivery of any undelivered Goods and/or Buyer’s Goods in transit;
9.2.4 the Seller may withhold the performance of any Services and cease any Services in progress;
9.2.5 the Seller may cancel, terminate and/or suspend without liability to the Buyer any contract with the Buyer; and/or
9.2.6 all monies owed by the Buyer to the Seller shall forthwith become due and payable.
10. EXPORT TERMS
10.1 The Buyer warrants that if an import licence or permit is required for the importation of the Goods and/or Buyer’s Goods into the country of destination then such import licence or permit has been obtained or will be obtained prior to shipment.
11. GENERAL
11.1 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
11.2 No third party shall have any right to enforce the terms of these Conditions.
11.3 The Contract shall be governed by laws of England, and the Buyer agree to submit to the non-exclusive jurisdiction of the English courts.
