SP Fabrications (Ollerton) Ltd - Terms and Conditions of Business
GENERAL: In the Contract and these Conditions:- “The Company” means S.P. Fabrications (Ollerton) Limited. “The Contract” means any agreement, of which these Conditions form part and include these Conditions to the exclusion of any Order or Purchase of the Customer or any Terms, Standards, Specifications or Particulars of or adopted by the Customer, unless expressly accepted by the Company in writing as part of the Contract.
TERMS OF PAYMENT: Prices quoted are net. Unless expressly agreed all accounts are due for payment not later than the end of the month following the Month of despatch i.e. 30 day’s net monthly account, otherwise payment must be received by the Company before despatch. When deliveries are spread over a period each consignment will be invoiced as despatched and each month’s invoices will be treated as a separate account and payable accordingly. Failure to pay for any goods or for any delivery or installment will entitle the Company to suspend further deliveries and work both on the same order and on any separate order for the Customer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue accounts at the rate of 8% above bank base rate. The Company reserves the right where genuine doubts arise as to a Customer’s financial position or in the case of failure to pay for any goods or any delivery or installment, to suspend delivery of any order or part or installment without liability until payment or satisfactory security for payment has been provided.
DELIVERY AND COMPLETION TIMES: (1) The delivery or performance dates specified in the contract are approximate only and unless otherwise expressly stated, time is not of the essence for delivery. The Company will not be liable in any circumstance for the consequences of any delay or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to act of god, fire, flood, earthquake, inclement or exceptional weather conditions, industrial action (whether at the Company’s premises or elsewhere), hostilities, terrorist activity, breakdowns, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of the law) or any other cause whatsoever beyond the Company’s control or of an unexpected or exceptional nature. (2) No delay shall entitle the Customer to any delivery or any further installment or part of the order or any other order from the Customer or to repudiate the contract or the order.
DELAYED ACCEPTANCE: If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery the Company may arrange storage for the goods and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right the Company may have in respect of the Customer’s failure to take delivery of the goods or to pay for them in accordance with the Contract when payment would have been due if the goods had been delivered when due and ready for delivery.
TITLE TO GOODS: (1) The risk in the goods shall pass to the Customer: (i) When the goods are despatched from the Company’s premises at the request of the Customer and this risk will perpetuate upon arrival, storage or installation at Site. (ii) If the goods are appropriated to the Customer but kept at the Company’s premises at the request of the Customer. (2) Notwithstanding sub clause (1) above, legal and equitable ownership of the goods shall remain with the Company until payment of the goods has been received by the Company in full. (3) At any time prior to full payment (whether or not payment is then overdue) the Company may (without prejudice to any of its other rights) retake possession of any part thereof and may have free entry to the Customer’s premises or Site via the Company’s employees or agents for that purpose.
CUSTOMER’S SPECIFICATIONS: (1) The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the Customer to the Company, whether written or verbal, is in all respects complete, accurate and entirely suitable for the Customer’s requirements. (2) Unless otherwise expressly agreed, the Company shall have no responsibility for the performance, suitability or durability of any goods or materials or workmanship comprised therein to the extent that the same is manufactured in accordance with the Customer’s designs, drawings, standards or specifications.
PATENTS ETC: The Customer shall indemnify the Company against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the Customer’s instructions expressed or implied.
LOSS OR DAMAGE IN TRANSIT: The risk in the goods shall pass to the Customer when the goods are despatched from the Company’s premises for delivery to a destination on the UK mainland or port as noted in the contract. The Company accepts no responsibility whatsoever for any damage, shortage or loss in transit. Any claims for any damage, shortage or loss in transit should be notified to the carrier immediately by fax, email or telephone and must be confirmed in writing to the carrier by the Customer.
SUB-CONTRACTING: The Company reserves the right to sub-contract the whole or any part of the contract.
APPLICABLE LAW: The contract shall in all respects be governed by and construed in accordance with English law and the Customer hereby submits to the non-exclusive jurisdiction of the English courts.
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