Terms and Conditions of Sale
Terms and Conditions of Sale
''The Company'' shall mean Rowe Hankins Ltd
''The Supplier'' shall mean the party to whom this order is addressed.
“Goods” means the products or Services to be supplied as per the “Purchase Order” or “Order” and shall include all components and goods supplied by the supplier, including goods to which Services are applied by the Supplier hereunder: ''Services'' shall mean the services performed or to be performed by Supplier.
The supplier must acknowledge all orders.
All specifications; drawings and other information provided by the Company to the Supplier shall remain the exclusive property of the Company and shall not be disclosed by the Supplier to any third party without the Company's consent.
a. If for any reason whatsoever the Company wishes to cancel an order it shall be entitled to do so but on doing so will: -
b. In respect of all materials which have been acquired by the Supplier, solely for the purpose of the order and which cannot be applied by the Supplier to alternative uses; pay to the Supplier the amount if any by which the current market value of such materials is less than the price paid by the Supplier therefore.
c. Take over and pay at the agreed price for any Goods which have been completed or which have been in relation to Goods partially manufactured or worked at the time of cancellation, the Company will either give instructions for the manufacture or working to be completed (and in such case will pay the agreed price for such Goods proportionate to the stage of manufacture or to the work performed by the Supplier, as appropriate, less the value to the Supplier of the partially completed work.
Save as aforesaid the Company shall be under no obligation or liability to the Supplier by reason of such cancellation.
Supplier shall complete any Services and deliver any completed Goods in such quantities and within such times as may be specified on the Company's order. Without prejudice to its other rights under these Conditions the Company shall be entitled, if delivery is not made within the aforesaid time; to cancel any order or any quantity of Goods remaining undelivered pursuant to such an order, and in such event the Company shall be entitled to purchase the Goods or obtain the Services elsewhere and without prejudice to any further claim they may have to damages, debit the Supplier with any costs thereby incurred.
6. Force Majeure
a. If the Supplier's performance of its obligations hereunder is delayed or impeded by fire, flood, explosion, strike, lock-out, war, hostilities, civil disturbance, governmental demand, regulation or prohibition or by any other cause beyond the control of the Supplier, the Supplier shall be entitled to a reasonable extension of the dates for delivery of any component.
b. If the Company's process of manufacture is stopped, delayed or impeded by fire, flood, explosion, strike, lock-out, war, hostilities, civil disturbance, governmental demands, regulation or prohibition or by any other cause beyond the control of the Company; the Company may require Supplier's performance of its obligations here-under to be partially or wholly suspended during and for a reasonable time after the period during which the process of manufacture is stopped, delayed or impeded as aforesaid.
Supplier shall deliver Goods carriage paid (DDU – Incoterms 2000) in accordance with the company's instructions and all Goods shall be at the Supplier's risk until actual delivery in accordance with these instructions.
Property in any Goods not already owned by the Company will also pass on payment of the invoice.
The prices specified in any order are firm inclusive prices but exclusive of VAT and the Supplier shall not be entitled to make any additional charge in respect of carriage, packing, boxing, crating or any other matter or contingency unless specifically authorised by such order.
10. Payment Terms
Where account facilities have been approved, payment will be made 60 day's after the date the Goods are delivered, unless otherwise agreed in writing. Where account facilities are not approved, payment will be made by cheque or credit card.
The Supplier shall on the date of despatch of each consignment of Goods post to the Company a priced invoice bearing the Company's order number, separate invoices being sent for each separate order number covered by the consignment. The Supplier shall also render to the Company not later than the fourth day of each calendar month a statement covering all consignments despatched during the preceding months.
12. Additional Terms & Conditions
From time to time the company may request additional terms and conditions be implemented to cover contract specific ‘Back to Back’ Contractual requirements in line with Customer requirements.
The Company and its duly authorised representatives shall have access at all reasonable times to any works, warehouses or other premises belonging to or under the control of the Supplier for the purpose of inspecting any process of manufacture or works being carried out by the Suppliers. The Supplier shall forthwith carry out all alterations or modifications required by the Company in consequence of any such inspection.
The Good's shall conform as to quality, design and description with all particulars stated on the order, be of sound material and workmanship, be equal in all respects to the samples, patterns or specification provided by either the Company or the Supplier, and be capable of any standard of performance specified In the order.
No part of this contract shall be assigned or sub-contracted without the Company's consent other than such details as are customary to assign or sub-contract in the case of such work.
16. Incoming Inspection
All Goods, whether or not previously inspected, shall be subject to inspection by the Company on, or within a reasonable time after delivery, in accordance with the Company's instructions, and the Company, in addition to any other rights it may have hereunder may, on such inspection, reject any Goods which do not comply with the nature, description and specification stated in the order or otherwise made known to the Supplier.
17. Patent Rights & Trade Marks
The Supplier warrants that neither the sale nor the use of any of the Goods or any part thereof will infringe any United Kingdom or overseas patent, trade mark, trade name or registered design or amount to a passing-off of any other person's product and undertake to indemnify and keep the Company indemnified against all demands, processes, actions, judgments, decrees, costs, claims and expenses resulting from any actual or claimed infringements of such rights and undertake at their own expense to defend or assist in the defence of any suit or action which may be brought in this connection.
18. Order Variation & Amendments
The Supplier shall so far as reasonably practical comply with all instructions endorsed on any orders or given to them in writing by an authorised representative of the Company in connection with any order, If such instructions involve a variation or departure from the agreed specification of the Goods, the company will pay to the Supplier the reasonable additional expenses (if any) involved.
19. Damage to Suppliers Tooling & Machines
The Company shall be under no liability whatsoever in respect of any damage to, failure or destruction of the Supplier's machines or tools howsoever caused, and in particular (without prejudice to the generality of the foregoing) shall not be under any liability whatsoever in respect of any consequential damages or expenses or loss of profit arising from such damage, failure or destruction except in the case of such liability arising from legislation implementing EEC Council Directive 85/374 EEC or in the case of personal injury or death arising from the negligence of the Company.
20. Defective Goods
If any claim is made against the Company by any third party in respect of injury, loss or damage due or alleged to be due to any defect in the material or workmanship of any of the Goods, or to any defect in the design of any of the Goods not manufactured in accordance with the detailed specification of the Company, the Supplier will furnish to the Company all advice and assistance required for the purpose of contesting or dealing with such claim, and if the claim is made good, will indemnify the Company against such claim and all damages, costs and other expenses incurred by the Company in connection therewith. If any such claim is made against the Supplier it shall promptly notify the Company thereof and the Company may, if it thinks fit, take over conduct of the matter and may make any such settlement thereof as agent of the Supplier as it may in its absolute discretion think fit.
Without prejudice to the generality of the foregoing indemnities the Supplier shall indemnify and keep indemnified the Company from and against any loss (including consequential loss and loss of profits) costs, claim, damage, injury or expense in respect of either or both of the following:-
a. An alleged defect in the Goods,
b. Failure of the Goods to comply with the general safety requirement of, any regulation arising from the legislation (whether in the United Kingdom or, in any other member company of the European Economic Community) Implementing EEC Council Directive 85/374 EEC.
22. Child Labour
The Supplier shall not employ Child Labour in accordance with EC Convention C182.
23. Governing Law and Jurisdiction
The construction, validity, and performance of this contract shall be governed in all respects by the laws of England to the exclusive jurisdiction of whose courts the Supplier shall irrevocably be deemed to have submitted.