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Advanced Designs (Sheetmetal Fabrications) Limited

Conditions of Sale

1. - Definitions:

“Company” means Advanced Designs (Sheetmetal Fabrications) Limited or any of its subsidiaries.

“Customer” means the person, firm, or Company to be supplied with Goods by the Company.

“Goods” means goods, materials, and/or other items to be supplied pursuant of the contract.

“Contract” means the contract formed in accordance with these conditions for the purchase and sale of the Goods which shall comprise these Conditions and any documents referred to in them and any special terms and conditions agreed in writing between the parties.

 

2. - Applications:

These conditions shall apply to all sales of Goods by the Company and shall prevail over and apply to the exclusion of any inconsistent terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade customer practice or course of dealing unless specifically agreed to in writing by a properly authorized representative of the Company. Purported provisions to the contrary are hereby excluded or extinguished.

 

3. - Quotations/Tenders:

A quotation or tender by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company’s acceptance of the Customer’s order.

 

4. - Cancellation:

The Customer shall not be entitled to cancel the Contract without the prior written consent of the Company, and then only upon terms that the Customer will indemnify the Company against any loss.

 

5. - Price:

A. The prices payable for Goods shall be that charged by the Company at the time of despatch of Good’s from the Company’s premises. The Company shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of any goods or materials, carriage, labour, or overheads, the increase or imposition of any tax, duty, or other levy and any variation in the exchange rate. Unless otherwise stated, prices are in pounds sterling and are exclusive of value-added tax.

B. If the prices exceed £10,000 then it is a condition precedent of the Contract that the Company’s acceptance of the Customer’s order must be signed on behalf of the Customer by a director of the Company. In the event that the Contract in which the price exceeds £10,000 is not signed by a director the Contract shall be void and of no effect and neither party shall have any claim

whatsoever against the other.​

C. Any special packaging requested by the Customer shall be the subject of an additional charge to be borne by the Customer.

 

6. - Testing/Inspection:

Any testing and/or inspection required under the Contract shall be carried out at the Company’s premises or such other place or places as the Company may appoint and the result thereof shall be accepted as final and binding by both parties.

 

7. - Delivery

A. Delivery of the Goods shall be made by the Customer collecting the Goods from the Company’s location.

B. Dates for delivery of the Goods by the Company are approximate only and time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

C. If the Customer refuses or fails to take delivery of Goods tendered in accordance with the Contract, the Customer shall in addition pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure.

D. The Company shall have no liability for failure to deliver or delay in delivering the Goods which is

caused by a Force Majeure Event or the Customers failure to provide adequate or accurate information or instructions.

E. Failure to notify the Company of the non-delivery of the Goods, or any of them, within 7 days of the due date for delivery will release the Company from liability for claims for non-delivery.

 

8. - Terms of Payment

A. All prices are quoted net. Unless expressly provided otherwise in writing by the Company payment of invoices shall be made (without any deduction or set-off) in full to be received by the Company within 30 days of the date thereof, unless other agreements are in place. Time of payment shall be of the essence. In the event of any such payment or part thereof becoming overdue all other invoices submitted by the Company to the Customer shall immediately become due and payable. Interest shall be payable on overdue amounts at the rate of 8 percent per month to run from the date for payment thereof until receipt by the Company of the full amount whether or not after judgment. The Company reserves the right to refuse to make further supplies including without limitation of further installments of the Goods where the Contract provides for delivery by installments to the Customer whilst any payment remains outstanding.

B. The Company reserves the right to re-possess any Goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose, the Customer grants an irrevocable right and license to the Company’s servants and agents to enter upon the Customer’s premises with or without notice during normal business hours. This right shall continue to subsist notwithstanding the​ termination of the Contract through the happening of any of the events specified in Condition 9 or

otherwise and without prejudice to any accrued rights to the Company thereunder.

C. The Customer shall ensure the Goods in respect of which payment is overdue are clearly identified and will return such Goods in good condition upon the Company’s request and will meet any expenses of the Company in recovering or repairing such Goods in the event of the Customer’s failure to comply with this condition.

 

9. - Termination:

A. Without prejudice to its other rights and remedies, the Company may terminate the Contract

and/or suspend any further deliveries under the Contract without any liability to the Customer if:

  • the Customer commits a material breach of the Contract which is irremediable or which it fails to remedy within 7 days of being notified in writing of the breach by the Buyer

  • a winding-up order or bankruptcy order is made against the Customer

  • the Customer passes a resolution or makes a determination for it to be wound up without a declaration of solvency/except for the purposes of amalgamation or reconstruction, the terms of which have been previously approved in writing by the other party)

  • the Customer has appointed to it an administrator or an administrative receiver

  • being a partnership, in addition to the above, the Customer suffers bankruptcy orders being made against all of its partners

  • an incumbrancer takes possession, or a receiver, manager, or administrative receiver is appointed, of the whole or any part of the Customers assets

  • the Customer ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986

  • the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business

  • the Customer's financial position deteriorates to such an extent that in the Company’s opinion, the Customers capability to adequately fulfill its obligations under the Contract has been placed in jeopardy

  • the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

B. On termination of the Contract for any reason:

  • the accrued rights and remedies of each party shall be unaffected

  • the price of any Goods which have been delivered but not paid for shall become immediately due and payable.

 

Nothing in this condition shall affect the rights given to the Company by sections 38-48 of the Sale of

Goods Act 1979.

 

10. - Third Party Rights:​

A. The Customer shall indemnify the Company against all claims, costs, demands and expenses incurred by, or made against the Company as a direct or indirect result of the carrying out of any work required to be done on, or to Goods in accordance with the requirements, drawings, designs or specifications of the Customer including without prejudice to the foregoing generality any

infringement or claim thereof any intellectual property right vested in any third party.

B. In any case where Goods are or are capable of becoming the subject of any industrial or intellectual property rights of a third party, the Company shall be obliged to transfer to the Customer only such title as it may have to the Goods at the date of the Contract.

 

11. - Notice:

Any notice hereunder shall be in permanent legible form and shall be deemed properly addressed if addressed to the party concerned at its principal place of business or last known address.

 

12. - Quantities:

A. All dimensions and weights stated on the Company’s quotation and/or acceptance of order terms are approximate only and are subject to dimensional tolerances.

 

13. - License and Consents:

If any license or consent of any government or other authority shall be required for the purchase of Goods by the Customer, the Customer shall obtain the same at its own expense and if necessary or so required produce evidence of the same to the Company on demand.

 

14. - Liability:

A. The Company shall not be liable to the Customer for:

    I. Shortage in quantity delivered unless the Customer notifies the Company of any claim for short delivery within 96 hours of                  receipt of Goods

    II. Damage to or loss of Goods or any part thereof in transit or non-delivery (where Goods are delivered by the Company or by a             carrier or on behalf of the Company) unless the Customer shall notify the Company of any such claim within 96 hours of                     receipt of Goods or the scheduled date for delivery, whichever shall be the earlier

    III. Damage to or loss of Goods or any part thereof in transit or non-delivery or defects in the Goods caused by any act, neglect,              or default of the Customer or any third party;

    IV. Other defects in Goods unless notified to the Company within 96 hours of receipt of the Goods or where the defect would                  not be apparent on reasonable inspection within 1 calendar month of delivery

​    V. The quality, suitability, condition, or use of Goods

    VI. Special, consequential, indirect, or economic loss or damage in respect of Goods howsoever arising.

    VII. Fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions or                misuse or alteration or repair of the Goods without the Company’s approval.

 

In the event of any shortage or non-delivery and/or damage or defect in respect of which the Company accepts liability, the sole obligation of the Company shall be at its option to make good any such shortage, non-delivery and/or as appropriate replace or repair any Goods found to be damaged or defective. The risk of accidental loss whilst the Goods are being returned will be borne by the Customer.

 

B. The Company shall be under no liability if the total price for the Goods has not been paid by the due date for payment.

C. Subject to the foregoing, all conditions warranties, and representations expressed or implied by the statute common law or otherwise in relation to Goods are excluded and the Company shall be under no liability to the Customer for any loss, damage or injury directly or indirectly resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company its employees or agents

save that nothing herein shall be deemed to exclude or restrict the Company’s liability for death or personal injury caused by the negligence of the Company.

D. The Company is willing to undertake liability additional to that herein provided in exchange for a higher price. The Customer acknowledges that the price for the Goods would be higher if the exclusions and limitations in this Condition were not agreed upon.

 

15. - Property:

A. Title in the Goods remains vested in the Company until the price for the Goods and all other monies owing by the Customer to the Company (whether or not due) have been paid in full.

B. The Customer is licensed by the Company to use or to agree to sell the Goods delivered to the Customer subject to the express condition that the entire proceeds of sale are held in trust for the Company and are not mixed with other money or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money.

C. Until title to the Goods passes:

     I. The Customer will hold the Goods as fiduciary agent and bailee for the Company​

     II. The Customer will, subject to (III) keep the Goods separate and distinct from all other goods whether of the Customer or of                 third parties, and in good and substantial repair and condition and stored and marked in such a way as to be clearly                             identifiable as belonging to the Company

     III. The Company may by notice revoke the power of sale and use contained in 16(B) above, if the Customer is in default for                      longer than seven days in the payment of any sum due to the Company or in the Company has bona fide doubts as to the                  solvency of the Customer

     IV. The Customer’s power of sale and use contained in 16(B) above shall automatically cease if the Customer suffers any of the               events set out in condition 9

 

16. - Force Majeure:

The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of Goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure Circumstances. In this condition “Force Majeure Circumstances” shall mean any act of God, war, riot, strike, lockout, trade dispute or labour disturbances, accident breakdown of plant or machinery, fire, flood, shortage of, or difficulty in, or increased expense, in obtaining workmen materials or transport, any provision imposed by any government or other regulatory body or other circumstances whatsoever outside the control of the Company affecting the provision of Goods or of raw materials therefore by the Company’s normal source of supply or the manufacture of Goods by the Company’s normal means or the delivery of Goods by the Company’s normal route or means of delivery.

 

17. - Waiver:

The failure by either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

 

18. - Law:

The Contract shall in all respects be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.

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