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Terms and Conditions

1. DEFINITIONS

1.1 In these conditions the following expressions shall have the following meanings:

1.2 “Additional Items” means the following when incurred:

i. packaging under conditions 7.4

ii. any taxes (including value added tax), duties or other charges levied by any governmental or other authority in respect of or by reason of the sale, delivery, export or import of the Goods or any part thereof but excluding taxes assessed on profits or gains;

iii. transportation costs under condition 7.1 where the customer has requested express, same day, overnight delivery or any similar service or where the price payable (exclusive of Value Added Tax) is £200 or less;

iv. storage costs under condition 7.5;
 

1.3 “Contract” means quotation, these Conditions of Sale, and any other documents incorporated in a contract between the Seller and the Customer;

1.4 “the Customer” means any person, firm or company receiving a quotation from and/or placing an order with the Seller;

1.5 “Delivery Period” means 3 months after the estimated delivery date;

1.6 “Seller” means RSM Castings Ltd and reference to the acknowledgement consent, authority or agreement of the Seller shall me acknowledgement, consent, authority in writing signed by a Director of the Seller;

1.7 “Transgression” means any breach of contract or tort or other act, default, omission or statement of the Seller; Its employees, agents or subcontractors in respect of which the Seller is liable to the Customer;

1.8 “Warranty Period” means 6 month from the date of delivery

2. GENERAL

2.1 These Conditions apply to all contracts for the sale of goods by the Seller and supersede any previous Conditions of Sale published by the Seller. No additions or modifications to the terms or conditions inconsistent with these Conditions shall be binding upon the Seller unless agreed by the Seller in a document expressly referring to a modification, alteration or addition of or to the relevant Condition or Conditions.

2.2 All brochures, catalogues, price lists, samples, particulars of dimensions and other advertising or descriptive material submitted to the customer are intended to be approximate only and to give general impression of the Goods.  Unless expressly incorporated the same shall not form part of the Contract.  The Seller reserves the right to make minor alterations to the design specification or construction of the Goods without prior notification to the Customer.

2.3 The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon.  The Customer shall fully indemnify the Seller against fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with the Clause 2.3


3. QUOTATION AND ORDERS

3.1 No Contract for the supply of goods will be created by the acceptance of a quotation or an order until the Seller acknowledges the order or commences work on the order.

3.2 The Seller reserves the right to refuse to accept any order based upon a quotation unless the quotation is stated to be open for a defined period and the quotation has not been withdrawn in that period.

3.3 Where any order is based upon the standard price list of the Seller then, subject to condition 3.3 the price shall be valid provided that delivery is to take place within 30 days from the date of order.

3.4 The Seller reserves the right to increase or decrease the number of items in the goods to be supplied by a variation not exceeding 5% and to make an appropriate increase or decrease (as the case may be) to the price.  It is agreed that such variation shall be so slight as to make it unreasonable for the Customer to reject delivery.

3.5 If the goods are to be manufactured or any process is to be applied to the goods by the seller in accordance with a specification submitted by the customer shall indemnify the seller against all loss, damage, costs and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property right of any person which results from the Sellers use of the customers specification.

3.6 The Seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to specification, which do not materially affect their quality or performance.
 

4. PRICE AND PAYMENT TERMS

4.1 Unless otherwise stated and additional items shall be added to the price.

4.2 Unless otherwise agreed, payment in full (without any deduction by way of set off or counter claim) for the goods (and additional items, if any) shall be due and payable in POUNDS STERLING within 30days of the end of the month of the sellers invoice.

4.3 The seller reserves the right to charge interest at 4% above the Yorkshire Bank plc. base lending rate for the time being on any overdue payments until repaid in full.

4.4 The seller reserves the right to recover from the customer all direct expenses reasonably incurred by the seller in the collection of any overdue sums.

4.5 Without prejudice to any other rights of the seller, if there is reason to doubt that the amounts due from the customer under the terms of the contract will be paid in full according to the terms thereof, then the seller reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the customer.

4.6 The customer shall indemnify the seller against all losses sustained or extra expenditure incurred as a result of such a suspension of manufacturing, ordering, delivery or other work or services including a reasonable allowance for storage.

4.7 Where payment requested in accordance with this condition is not received within 30 days of demand, the seller reserves the right to sell or dispose of the goods produced for the customer and to recover any additional loss from the customer.
 

5. TITLE

5.1 Legal and beneficial ownership of the goods is to remain vested in the seller until both the goods and any additional items have been paid for in full, and until full payment has been received by the seller under any other contract with the customer for which
payment is outstanding.

5.2 If the customer obtains possession of the goods prior to such payment, the Customer shall hold the goods in a separate and identifiable form as bailee and fiduciary agent for the seller.

5.3 Failure to pay the full amount when due shall give the seller, or its employees or agents, the right to repossess the goods (and enter the customer’s premises for that purpose if necessary) with or without notice and without liability and, as it option, to avail itself of any legal remedy.

5.4 The seller shall have the right to sell the goods once they have been re-possessed under this condition.

5.5 Notwithstanding this condition, the seller shall be entitled to maintain an action for the price of the goods and additional items at any time after the date when payment is due.

5.6 The customer agrees that the goods are sold on the basis that any machining that is carried out on the goods is not such as to make the goods lose their identity as goods owned by the seller.

5.7 Where the goods are attached to or are incorporated within other plant or machinery, the customer agrees that it is not its intention that the goods thereby become part of the plant or machinery or lose their separate identity, but the goods shall remain as chattels and be severable from the plant or machinery.
 

6. PERFORMANCE AND FORCE MAJEURE

6.1 The seller shall take all reasonable steps to perform its obligations and deliver within the time specified, but such times are estimates only.  The seller shall not be liable for expenses, losses or damages caused by late performance or delay in delivering and delays should not entitle the customer to rescind the contract.

6.2 Without prejudice to the generality of conditions 6.1 the seller shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply, inability to obtain sufficient labour or sufficient skilled labour to any other cause or causes beyond the reasonable control of the seller.  If such cause or causes prevent delivery of goods within the delivery period either party may cancel the order on giving written notice to the other at least 28 days before the seller may reasonably expect to complete the order without liability to compensate the other party for any loss or damage whatsoever sustained by reason of the non-delivery or non-acceptance of the goods.

6.3 The seller reserves the right to make part deliveries and to submit invoices for goods supplied as part of an order.
 

7. RISK, CARRIAGE, PACKAGING AND STORAGE

7.1 Where no specific instructions about the manner in which the goods are to be delivered to the customer or the delivery address are given, the seller reserves the right in its absolute discretion to choose the means of carriage to the customer and to direct the goods to the customers last known business address.  Any such specific instructions must be given to the seller at the time of order and where such specific instructions are given the seller reserves the right to charge for delivery.

7.2 From the time when the goods are despatched from the sellers premises the risk of any loss, damage to or deterioration of the goods shall be and remain with the customer notwithstanding that the seller may arrange carriage.  The seller shall be under no liability arising from their  choice of carrier or carriers, and the customer waives all rights under Section 32(2) of the Sale of Goods Act 1979 in addition to any other rights hereby excluded or restricted.

7.3 In the case of sales where the seller delivers directly or contracts directly with the carrier then the seller will repair or (at its option) issue a credit note in respect of goods lost or damaged in transit (other than default of the customer), provided that the customer specifies on the carriers consignment note details of such loss or damage and in respect of complete non arrival of all goods comprised in the contract notification is made to the seller within 14 days of the date of despatch of the goods (the date of despatch to be identified from the copy invoice sent to the customer) and separately to the carrier within the period stipulated by the carriers terms of carriage for claims against the carrier.

7.4 If it is necessary to despatch goods in crates, cases, pallets or stillages the seller reserves the right to charge for packaging.  The amount charged for packaging will be credited in full to the customer if the packaging is returned in good condition at the expense of the customer within 1 month of delivery

7.5 Once the goods are ready for delivery the seller shall be entitled to invoice and be paid for the goods as if they had been delivered if for any reason the customer does not arrange for or accept delivery.  The seller shall arrange storage for the goods and the cost of storage shall be added to the contract price.

7.6 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.
 

8. TERMS AND REPRESENTATIONS

8.1 THESE CLAUSES DEFINE THE CUSTOMER’S RIGHTS IN RESPECT OF ANY LOSS OR DAMAGE CAUSED BY THE GOODS, OR FOR ANY STATEMENTS MADE BY THE SELLER THEIR EMPLOYEES OR AGENTS.  CUSTOMERS ARE ADVISED TO READ THESE PROVISIONS CAREFULLY.  The seller’s prices are kept as low as practical and the circumstances of their business preclude full indemnity insurance being obtained at a price which would enable the seller to sell the goods at a competitive price.  ACCORDINGLY CUSTOMERS ARE ADVISED TO CHECK THAT THEY ARE COVERED BY INSURANCE AGAINST ANY LOSS OR DAMAGE THEY MAY SUSTAIN.  THE SELLER DOES NOT INCLUDE ANY RESERVE FOR POTENTIAL LIABILITY.

8.2 The seller agrees to repair (at its discretion) replace or (at its discretion) issue a credit note in respect of goods which are found to be defective (fair wear and tear excepted) and which are returned to the seller within the warranty period provided that each of the following are satisfied:

8.2.1 notification of any defect is given to the seller immediately upon it becoming apparent to the customer

8.2.2 the goods have only been operated under normal operating conditions and have only been subjected to normal use

8.2.3 the goods are returned to the seller’s premises at the customers expense

8.2.4 and goods are parts of goods replaced shall become the property of the seller

8.2.5 no work whatsoever (other than normal and proper machining and assembly) has been carried out to the goods or any part of the goods without the seller written consent

8.2.6 the defect has not arisen from a design made, furnished or specified by the customer

8.2.7 the defect has not arisen from a design modified by the customer

8.2.8 the defect has not arisen from an item manufactured by a person other than the seller.  In respect of any item manufactured by a person other than the seller, the customer shall only be entitled to the benefit of any warranty or guarantee provided by such manufacturer to the seller
 

8.3 The seller accepts liability for death or personal injury to the extent that it results from the negligence of the seller, its employees (whilst in the course of their employment) or its agents (in the course of the agency).  For any breach by the seller of any statutory undertaking as to title, quiet possession and freedom from encumbrance.

8.4 Subject to conditions 8.2 and 8.3 from the time of despatch of the goods from the sellers premises the customer shall be responsible for any defect in the goods or loss, damage, nuisance or interference whatsoever, consequential economic or otherwise wastage of material resulting from or caused by or to the goods.  In particular the seller shall not be liable for any loss of profits or other economic or consequential losses.  The seller accordingly excludes all liability for the same.

8.5 At the request and expense of the customer the seller will test the goods to ascertain performance levels and provide a report of the results of that test.  The report will be accurate at the time of the test, to the best of the belief and knowledge of the seller and the seller accepts no liability in respect of its accuracy beyond that set out in condition 8.2.

8.6 Subject to condition 8.5 no condition, warranty or other term, express or implied (by statute or otherwise) is given by the seller that the goods are of any particular quality or will enable the customer to attain any particular performance or result, or will be suitable for any particular purpose or use under specific conditions or will provide any particular capacity, notwithstanding that the requirement for such performance, result or capacity or that such particular purpose or conditions may have been known (or ought to be known) to the seller; its employees or agents.

8.7 To the extent that the seller is held legally liable to the customer for any single transgression, the sellers liability for the same shall not exceed five hundred thousand pounds provided that a number of transgressions, whether successive or concurrent, which together result in or contribute to substantially the same loss or damage shall be treated as a single transgression.

8.8 The restriction of liability in condition 8.7 shall not apply to any liability accepted by the seller in condition 8.3

8.9 If any exclusion or limitation of liability or any other provision contained in the contract is held invalid under any applicable statute or rule of law, it shall to the extent be deemed omitted, but if the seller thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions limitations or provisions set out in condition 8.
 

9. TERMINATION

9.1 The seller shall, at its option, be entitled by notice terminate all or any of its contracts with the Customer forthwith and recover all expenses, losses and damage resulting to the seller including (but without limitation to) loss of profit or other consequential loss if

a. the customer has a bankruptcy petition presented against him or a bankruptcy order is made

b. the customer makes or seeks to make any compensation or arrangement with his creditors

c. the customer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of Section 286 Insolvency Act 1986)

d. an encumbrancer takes possession of any of the customer’s assets, or any of the customer’s property is taken in execution or process of law

e. a petition is presented or an order is made or a resolution is passed for the winding-up of the customer

f. a petition is presented or an order is made for an administration order to be made in relation to the customer

g. the customer’s directors made a proposal for a voluntary arrangement with the customer’s creditors

h. the customer is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1686)

i. a receiver or administrative receiver is appointed over any of the customer’s assets; or
 

9.2 the customer fails to make any payment owed to the seller on the due date

9.3 the customer fails to make payment in advance, when requested in accordance with condition 4.5 above, within 7 days of being requested to do so

9.4 the customer fails to take delivery of or to collect the goods within 14 days of being notified but the seller that they are to be delivered or are ready to be collected

9.5 the customer is in breach of the terms and conditions of any contract with the seller (including breach of these conditions) and shall fail to remedy the same within 21 days’ notice specifying the breach and requiring remedy (if the breach shall be redeemable).
 

10. PATTERNS, MACHNING FIXTURES AND JIGS

10.1 Patterns, machining fixtures and jigs are property of the customer and are held by the seller entirely at the customer’s risk.  The seller shall have a lien on a such items until payment in full is made for all amounts owed to the seller by the customer (or any associated company of the customer) whether under the contract or otherwise.
 

11. CUSTOMER PROPERTY

11.1 If any property of whatsoever nature of the customer is used in connection with the goods (whether for the purpose of manufacture, display or any other reason) the customer shall indemnify the seller for any loss or claim suffered by the seller as a result of using such property.  If such property has not been removed within three months from the date on which the price becomes payable, the seller reserves the right to charge a storage fee.
 

12. NOTICES

12.1 Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the contract shall be in writing and given to the party for whom it is intended as such party’s registered or main office or last known address; and given by registered or recorded delivery post, or fax transmission and shall be deemed to have been received 5 days after the date of posting or 1 day after the date of transmission as the case may be.
 

13. JURISDICTION

13.1 The contract shall be governed in all aspects by English law and be subject to the sole jurisdiction of the English courts.