Clarendon Specialty Fasteners Standard Terms and Conditions of Supply
1 - Definitions
In these Conditions of Supply all references to:
(i) ‘the Seller’ are to Clarendon Specialty Fasteners Limited or Clarendon Specialty Fasteners Inc.
(ii) ‘the Buyer’ are to the person, firm or company by whom the order is given to the Seller.
(iii) ‘goods’ are to the goods which are the subject of the order.
(iv) ‘services’ are to the services which are the subject of the order.
(v) ‘supply‘ are to the supply for such goods and/or services.
2 - Entire Agreement
2.1 All contracts for supply shall be deemed to incorporate these Conditions which represent the complete agreement of the Seller and Buyer with regards to the supply except as otherwise specifically agreed in writing by the Seller (the “Contract for Supply”). These conditions shall override any terms and conditions stipulated, incorporated or referred to by the Buyer in any order, correspondence, negotiations or any other way.
2.2 Catalogues, price lists, advertisements and other published information are only indications of the type of products and services available and shall not form part of the contract for supply or any other contract with the Buyer nor be considered an offer, a collateral warranty or a representation inducing the same.
3 – Acceptance of Orders
3.1 No order on the Seller will be effective until the Seller has sent an official Order Acknowledgement Form to the Buyer. If the Seller’s quotation specifies that it is a bid in response to an invitation for bids the order or award shall constitute acceptance of the bid in accordance with the terms specified by the Seller.
3.2 Accepted orders are not subject to cancellation by the Buyer except upon
(i) The written approval of the Seller and
(ii) The payment of a fair and equitable charge to the Seller based upon the actual cost incurred by the Seller in respect of the order to the date cancellation is received and approved.
4 - Specifications
4.1 Where the Seller sells goods or performs services which are not its standard specification, in preparing and submitting a specification and/or written acceptance of the Buyer’s order the Seller relies upon the Buyer supplying all necessary relevant and accurate particulars and information. Any errors or omissions contained in such particulars and information supplied at any time resulting in any loss or damage to the Buyer shall be the Buyer's sole responsibility.
4.2 Any drawings, illustrations, specifications or other material submitted by the Seller to the Buyer remain the property of the Seller and must not be communicated to a third party without the written permission of the Seller. A prospective Buyer has no right to disclose any information contained therein to a third party without the written consent of the Seller.
5 – Price and Payment Terms
5.1 The price and terms of payment for the supply shall be set out in the Seller’s Order Acknowledgement Form and will be held for 30 days.
5.2 The Seller reserves the right by notice given at any time before delivery of the goods or performance of the services to vary the price if there is any increase or decrease in the Seller’s general price list appertaining to such or similar goods or services or if there is any increase in the cost to the Seller due to any factor beyond its control, any change in delivery dates, quantities or specification of goods which is requested by the Buyer or any delay caused by the Buyer’s instructions or failure to provide adequate information. Time of payment of the price shall be the essence of all contracts for supply.
5.3 Unless otherwise agreed in writing or set out in the quotation the Seller’s prices do not include delivery charges. Where the Seller agrees to deliver the goods the Buyer will pay for the cost of transport, packaging and insurance.
5.4 All Customs and Excise duties import and/or export duties and all taxes, tariffs and surcharges of any nature whatsoever now or hereafter levied or imposed in any country or territory either directly or indirectly in respect of the supply shall be borne by the Buyer and except as stated in the Order Acknowledgement Form are additional to the prices therein stated.
5.5 The selling price of imported goods is based on exchange rates in effect at the date of the Order Acknowledgement Form and may, without prejudice to the provisions of Clause 5 above, at the Seller’s discretion be increased to compensate for currency fluctuations.
5.6 Except as otherwise specified in writing by the Seller or payment for the supply shall be due in full within thirty days of the issue of the Seller’s invoice.
5.7 The Seller reserves the right to suspend further deliveries or performance and/or to cancel allowance of further credit in the event of any payment not being made when due or if the Seller considers the financial circumstances of the Buyer have ceased to justify the terms allowed.
5.8 If the Buyer fails to make payment by or on the due date then, without prejudice to any other right or remedy, the Seller can:
(i) Cancel the contract and suspend further deliveries to the Buyer
(ii) Appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any contract) as the Seller thinks fit
(iii) Charge the Buyer interest (both before and after any Judgment) on the amount unpaid at the rate of 4% above the Seller’s bank base rate from time to time or the statutory rate of interest payable on judgment debts whichever is the greater.
6 – Delivery
6.1 Unless otherwise expressly provided in writing in the Order Acknowledgement Form, all sales are ex works and delivery of the goods to the carrier shall constitute delivery thereof to the Buyer, and thereafter such goods shall be at the Buyer’s risk. Any claim for shortage or damage occurring after such delivery or for transportation overcharges should be directed by the Buyer to the carrier. Any period or date for delivery or for the performance of services stated in the contract for supply or elsewhere is the Seller’s best estimate when stated, but is not a contractual statement.
6.2 If the Buyer fails to take delivery of the goods or fails to give adequate delivery instructions then without prejudice to any other right or remedy the Seller may:
(i) Invoice for all the goods ordered, store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and interest as provided in Clause 8.3 until payment is made in full; or
(iii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price due under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 – Invoicing
7.1 Unless a proforma invoice is supplied the Seller may invoice the Buyer in respect of the supply of goods at the earlier of the following dates: the date the goods are shipped or the date the goods are ready for shipment (if they are held at the Seller’s warehouse awaiting instructions from the Buyer).
7.2 The Seller may invoice the Buyer for the supply of services at the earlier of the following dates: the date of the commencement of performance thereof or the date indicated in the Order Acknowledgement Form if performance is delayed by the instructions of the Buyer, or by some reason beyond the control of the Seller.
8 – Passing of Property
8.1 No property in or title to the goods shall pass to the Buyer until their full price has been duty paid in cash to the Seller. Failure to pay the purchase price as aforesaid when due shall, without prejudice to any other remedies the Seller may have, entitle the Seller to repossess the goods or so much thereof as the Seller may determine from any premises where they may be stored or to which they may be attached. For the purpose of repossessing the goods or any part thereof the Buyer shall permit the Seller, its employees or agents upon such premises and the Buyer shall pay to the Seller the cost of removal and transport of the goods or any part thereof. Nothing in this Condition shall confer any right on the Buyer to return any of the goods or to refuse or delay payment.
8.2 The Buyer shall not sell, purport to sell or part with possession of the goods until the property therein shall have passed to the Buyer provided that with the prior written consent of the Seller the Buyer may contract to re-sell the goods. In any such re-sale the Buyer shall as regards the sub-purchaser act as principal but shall hold the proceeds of such re-sale in trust for the Seller until the Seller has received the full purchase price due to the Seller.
9 – Statutory Liability
9.1 The Seller does not exclude or restrict any legal liability it may have for death, or personal injury resulting from the negligence of the Seller, its employees, agents or sub-contractors.
9.2 The Seller does not exclude or restrict any of its legal obligations.
10 – Warranties
10.1 The Seller warrants the goods against defects in design, materials and workmanship which become apparent within, the shorter of, the balance remaining of the warranty given by the manufacturer to the Seller or 12 months of the date of delivery of the goods to the Buyer.
10.2 The Seller warrants that it will perform services with reasonable care and skill but this warranty shall not apply to any deficiency in such performance unless it becomes apparent within 1 month of the date of performance by the Seller.
10.3 The periods referred to in Clauses 10.1 and 10.2 shall hereinafter be called “ the warranty period”.
10.4 The Seller’s obligation under this warranty is limited:-
(i) In the case of goods: to repairing or at its option supplying on an exchange basis replacements for any defective goods or parts thereof and making good any defect or defects in the goods which may develop under normal and proper use within the warranty period.
(ii) In the case of services: to the re-performance of the services or part or parts thereof shown to be deficient hereunder within the warranty period.
10.5 In the event of the Buyer becoming aware of a defect in goods or of a deficiency in the performance of service during the warranty period the Buyer shall promptly supply the Seller with written particulars of such defect or deficiency, use its best endeavours to provide all information and particulars necessary to enable the Seller or its agents to verify the notified particulars and to ascertain the nature and cause of the defect or deficiency claimed and shall afford the Seller and/or its agent full and proper access and facilities for the making good of the defect or deficiency.
10.6 The above warranty shall not apply to any defect in the goods or deficiency in the services where such defect or deficiency is caused in whole or in part by:
(i) The installation, storage, use, maintenance or repair of the goods in a manner reasonably considered by the Seller to be improper;
(ii) The Buyer and/or any user of the goods or of products incorporating the goods and/or any third party called in by the Buyer and/or such user as aforesaid changing or adding to the goods without the express permission in writing of the Seller;
(iii) Any other act of the Buyer or any third party
10.7 The Seller shall be under no liability whatsoever for any loss or damage which results from or is caused by erroneous information or lack of information supplied by the Buyer as to the Buyer’s requirements in relation to the specification or use of the goods or services.
10.8 The Seller shall be under no liability whatsoever to repair, replace or make good any loss which results from defects or depreciation caused by damage in transit in circumstances outside the Seller’s control; wear and tear, accidents, neglect, misuse, dampness, abnormal temperature or other conditions or circumstances beyond the Seller’s control as stipulated in Clause 12 below.
10.9 When any defective goods are replaced upon an exchange basis or defective goods are replaced or services are re-performed the provisions of this warranty clause shall apply to the re-performed services or replacement or repaired goods for the unexpired balance of the warranty period or the period of six months from the date of re-performance replacement or repair as the case may be whichever is the longer.
10.10 The above warranty provisions do not apply to any goods or services where it is impracticable or unsafe for the Seller to comply with the same.
10.11 All liability under the warranty provisions ceases at the expiration of the warranty period.
11 – Exclusions and limitations on warranties
11.1 The Buyer shall be entitled to the benefit of the aforementioned warranty which is given in lieu of and replaces, excludes and extinguishes all and every condition, representation or warranty whatsoever whether express or implied by statute, common law, trade usage, custom or otherwise.
11.2 It shall be the responsibility of the Buyer to determine the suitability of the goods and any services for their intended purpose and for actual application and their compliance with applicable laws, regulation codes and standards and the Buyer assumes all risks pertaining thereto.
11.3 Notwithstanding the exclusion of any warranty as to fitness for purpose contained in these Conditions, as a separate Condition the Buyer agrees that in circumstances where the Seller relies on the skill of the Buyer to judge whether goods or services are fit for the purpose for which they are purchased or provided the Seller shall accept no liability whatsoever with regards to that judgement or any matter arising from that judgement the Buyer will indemnify the Seller against any loss, damage, costs, claims or expenses arising therefrom.
11.4 If not withstanding the Seller’s attempts to comply with the warranty the Seller is unable to do so the Seller shall pay monetary damages to the buyer not exceeding the amount received by the Seller for the defective goods, or as the case may be, the deficient services.
11.5 The Seller shall not be liable in respect of any loss or damage of whatsoever kind or howsoever caused whether by reason of the negligence of the Seller or otherwise, to premises, plant or other physical property. In the event of legal liability being established the Seller shall not be liable to pay damages arising from the aforesaid loss or damage.