Standard Conditions of Sale
Standard Conditions of Sale
In these Conditions “the Company” means Alpha Machine Knife Company Limited and any subsidiary company of Alpha Machine Knife Company Limited by which the goods are sold.
- All contracts of sale incorporate these conditions so far as such conditions are not varied by any special terms or conditions agreed in writing between the parties, and any terms and conditions in the Buyer’s order which are inconsistent with these conditions shall have no effect. Any variation of the contract will become binding only if confirmed in writing by the parties.
- Dates or periods for delivery stated in the contract are only approximate and not essential terms unless in the circumstances of any particular case the parties agree guaranteed delivery dates and the contract so provides.
- Should the manufacture or delivery of any of the goods at any of the Company’s producing works or the delivery thereof to the Buyers elsewhere, whether by the Company or a subsidiary company or an independent carrier, be prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuel notwithstanding that the Company has taken all reasonable steps to procure the same, shortage of labour, break-down or partial failure of plant or machinery, late receipt of the Buyer’s specification or other necessary information, acts, orders or regulations of Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the Company or any of its subsidiary companies concerned with the manufacture or delivery of the goods, then the time for delivery of the goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture or delivery of the goods.
- The parties may by agreement in writing cancel the contract or any deliveries, there under, if delivery of any goods is likely to be delayed by reason of the causes or events referred to in the last preceding condition and –
- the Company shall not have completed the manufacture of the goods or if after completion of manufacture the goods have been lost, destroyed or irreparably damaged; and
- the delay is likely to continue so long that the Buyers will need to acquire substitute goods from a source other than the Company and
- the Buyers show to the reasonable satisfaction of the Company that the conduct of their operations is likely to be seriously affected by the lack of the goods or that the Buyers are in peril of being in breach of a contractual obligation to a third party
Then the Company shall at the request of the Buyers agree to the cancellation of the delivery of those goods.
- The Company shall not be liable for loss of profit, damage to plant, or for any expenditure incurred on goods supplied or any consequential or special loss or damage sustained by the Buyers by reason of any breach of the contract by the Company.
- The Company shall not be liable for –
- any defects in the quality or state of the goods (except for discrepancy in weight) which would be apparent on a reasonable examination or for their being otherwise not in accordance with the contract unless the Buyers shall have given to the Company within 14 days after receipt of the goods a written notice specifying the matters complained of and shall thereafter afford the Company a reasonable opportunity of inspecting the goods before they have been used or processed.
- any defects in the quality or state of the goods which would not be apparent on a reasonable examination, unless defects shall have been discovered within 12 months after the receipt of the goods and the Buyers shall have given to the Company forthwith upon such discovery a written notice specifying the matters complained of and shall thereafter afford the Company a reasonable opportunity of inspecting the goods in the alleged defective sate; or
- any discrepancies in weight unless the Buyers shall have given to the Company a written notice thereof within 14 days after the receipt of the goods and also thereafter a reasonable opportunity of witnessing a re-weigh thereof before they have been used, processed or sold.
Any dispute as to whether any goods are defective in quality or state or otherwise not in accordance with the contract shall be referred, in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force, to a single arbitrator to be agreed between the Company and the Buyers or in default of agreement to be nominated by the President for the time being of The Law Society.
- Provided that the Buyers have complied with the requirements as to notice in Condition 6 or 8 (whichever may be applicable), if the goods or any part thereof are defective in quality or state or (save for discrepancy in weight) otherwise not in accordance with the contract then, if the Company and the Buyers do not agree that the Buyers should accept the goods at an agreed value or that the goods should be made good at the Company expense, the Company undertakes to accept a return of the relevant goods and at the Buyers’ option either to –
- repay or allow the Buyers the invoice price thereof and any transport costs between the Company producing works and the place of delivery Company borne by the Buyers ; or
- replace them as soon as may be reasonably practicable.
This undertaking is given and shall be accepted by the Buyers in lieu of any other legal remedy.
- Where the contract provides for delivery of the goods elsewhere that at the Company’s producing works, the Company will entertain a claim by the Buyers in respect of loss or damage in transit only if the Buyers –
- give written notice to the Company within 21 days after the date of the Company’s advice note or other notification of the despatch of the goods in case of non-delivery or within 7 days after delivery of the goods in any other case; and
- where the goods are consigned by an outside carrier, comply in all respects with the carrier’s conditions of carriage for notifying claims for loss or damage in transit.
- Any condition, warranty or statement as to the quality of the goods or their fitness for any purpose, whether express or implied by statue, custom of the trade or otherwise, is hereby excluded unless expressed in writing by the Company.
- The goods will be supplied within the tolerance stated in the Company’s price list current at the time of making the contract unless otherwise expressly agreed in writing by the Company.
- Each part delivery or instalment of the goods shall be deemed to be sold under a separate contract.
- No property in the goods shall vest in the Buyers unless and until (I) the Buyers make full payment to the Company for the goods; (ii) the goods are incorporated in or utilised in the manufacture of products; or (iii) the goods are sold and delivered by the Buyers, whichever shall be the earlier, but until full payment has been made the Buyers shall not be entitled to dispose of any property in the goods (by sale or otherwise) to the parent of the Buyers or to any subsidiary of the Buyers or of such parent. Until the first of such events the Buyer shall in all respects treat and deal with the goods as the bailee of the Company and shall store the goods so that they are readily identifiable as the property of the Company. During such period (and without prejudice to its other rights) the Company shall be entitled to enter any premises to inspect the goods and , if the Buyers shall fail to make due payment for them, to retake and reclaim the goods.
- The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyers or to suspend any further deliveries under any or every such contract in any of the following events –
- If any debt is due and payable by the Buyers to the Company but is unpaid.
- If the Buyers have failed to take delivery of any goods under any contract between them and the Company otherwise than in accordance with the Buyers contractual rights.
- The Company shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and, in the event of any such suspension, the Company shall be entitled as a condition of resuming delivery under any contract between it and the Buyers to require prepayments of or such security as it may require for the payment of the price of any further delivery.
- The Buyers shall not be entitled to withhold payment for any amount payable under the contract to the Company because of any disputed claim of the Buyers in respect of faulty goods or any other alleged breach of the contract, nor shall the Buyers be entitled to set-off against any amount payable under the contract to the Company any moneys which are not then presently payable by the Company or for which the Company disputes liability.
- Unless the contract provides expressly otherwise, the price payable by the Buyers for each delivery shall be the Company’s ruling price as published in its price list current at the date of despatch to which shall be added any Value Added Tax and any other tax or duty relating to the sale or delivery of the goods chargeable to the Company. Unless otherwise expressly stated in the contract the price of such delivery shall be paid in full and received by the Company by the last day of the month following the month in which the goods were despatched. The Company shall be entitled to charge interest on any sums not so paid. Such interest shall be calculated on a day-to-day basis on the amount outstanding at the rate of 1 per cent above the arithmetic average, for each day, of the base rates for lending of the London Clearing Banks.
- This condition applies only where the contract stipulates for test or inspection of the goods by or on behalf of the Buyers before delivery and at the Company’s producing works. If upon reasonable notice the Buyers do not inspect or test the goods or if having inspected or tested the goods at the producing works the Buyers do not within 7 days thereafter notify the Company in writing of any claim that the goods are not in conformity with the contract, specifying the matters complained of, then the Buyer shall be conclusively deemed to have accepted the goods as being in conformity with the contract and shall not thereafter be entitled to reject the goods on the grounds of anything within the scope of the test or inspection.
- The rights of the Company or the Buyers shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
- For the purpose of these Conditions the expression “parent” and “subsidiary” shall have the meaning attributed to it by section 154 of the Companies Act, 1948.