Terms & Conditions
Conditions of Sales and Services
1. Definitions
1.1 'The Company' means CNC Machine Tools Ltd.
1.2 'The Buyer' means the person firm or Company placing
an order for goods or services.
1.3 'The goods and/or services' means the goods and/or
services to be supplied by the Company.
1.4 'The Agreement' means the legal contract between
the Company and the Buyer for the goods and services including these
conditions of sales and services.
1.5 'The price' means the sum which the Buyer has agreed
to pay for the goods and services together with any additional sum the
Company shall be entitled to charge by virtue of these conditions of
sales and services.
2. Incorporation of conditions
2.1 Unless otherwise specifically agreed by the Company
in writing these conditions comprise the whole of the Agreement between
the Company and the Buyer and no prior communication from the Company
its servants or agents shall be of contractual effect or relied upon
as a representation condition or warranty and all the Buyer's conditions
of contract are hereby expressly excluded.
2.2 In the event that the Company agrees in writing
to any additional special terms and conditions which conflict with the
conditions herein, the special terms and conditions shall prevail.
2.3 The Agreement shall not be varied in any way without
the prior written agreement of the Company and the Buyer.
2.4 If any provision of the Agreement shall be found
to be invalid or unenforceable by any Court of competent jurisdiction,
the same shall be deleted but the remainder of the condition containing
the offending provision and all other provisions of the agreement shall
continue in full force and effect.
2.5 The placing of an order by the Buyer shall be deemed
to be an acceptance of these conditions of sales and services. Subject
to paragraph 2.2 hereof any offer or counter-offer from the Buyer purporting
to be on different terms shall be of no effect and the conditions contained
herein shall prevail.
3. Quotations and prices
3.1 All quotations and tenders and all other communications
given sent or made by the Company are not offers and may be withdrawn
or revised by the Company at any time prior to the Company's acceptance
of the Buyer's order. No order placed by the Buyer shall be binding
to the Company unless and until it has been accepted by the Company
in writing.
3.2 All prices quoted are exclusive of packing and
delivery costs which shall be charged at cost.
3.3 All goods and services are subject to the standard
rate of VAT applicable at the time.
3.4 The Company reserves the right to adjust the price
by such amount as may be necessary to cover any increase since the date
of the quotation or order in the costs to the Company of supplying the
goods or providing the services.
4. Payment
4.1 Unless otherwise specified by the Company in writing
payment for the goods and/or services shall be made 30 days from invoice
date or such earlier date as may be determined in accordance with paragraph
5 hereof.
4.2 Upon payment becoming due the Company shall be
entitled at its own election either to recover goods pursuant to clause
5 hereof or alternatively to issue Court proceedings or enforce in any
other lawful way for the price of the goods and/or services VAT and
any chargeable extras notwithstanding the fact that pursuant to clause
5 hereof the property in the goods has not passed to the Buyer.
4.3 Payment shall not be withheld or deferred on account
of any claim counterclaim or set off.
4.4 Interest will be charged by the Company at the
rate of 4% over Barclays Bank base rate for the time being on any sums
overdue.
4.5 If any payment from the Buyer to the Company under
this Agreement or any other Agreement between the parties is overdue,
or if the Buyer commits any other breach of this or any other contract
between the parties, the Company shall be entitled to terminate this
Agreement forthwith. In the event of such termination the Buyer shall
be liable for all expenses, loss or damage suffered by the Company as
a result of the termination of the contract.
4.6 Upon the happening of any of the following events
the Agreement shall automatically terminate and payment in full shall
become due. The events are:
4.6.1 The serving of any notice to the Buyer that a
Receiver or Manager is to be or has been appointed over the assets or
affairs of the Buyer, or the appointment of any such Receiver or Manager
whichever is the earlier;
4.6.2 The service of any notice to the Buyer that a
petition to wind up the Buyer will be or has been presented or the making
of, or receipt of notice proposing, a resolution to wind up the Buyer
(save for the purposes of reconstruction or amalgamation);
4.6.3 Any decision by the Buyer that it intends to
make an arrangement with creditors;
4.6.4 Any act of bankruptcy as defined by Section 1
of the Bankruptcy Act 1914;
4.6.5 The happening of any other event act or proceeding
in which it is declared that the Buyer is insolvent.
5. Title
5.1 Full title to any goods supplied by the Company
to the Buyer shall remain with the Company until the Buyer has made
payment in full for the goods received by the Buyer.
5.2 The Company shall be entitled upon default in payment
to repossess any goods and for such purposes to enter any premises owned
or occupied by or on behalf of the Buyer then the Buyer shall do all
in its power to enable the Company to do so.
6. Delivery
6.1 The Company accepts no liability for failure by
the Company to meet specified delivery date or any specified service
date or to complete the provision of services of goods by a certain
date or time.
6.2 If the Company is prevented hindered or delayed
in making delivery of any goods or performing any services by reason
of delay or default on the part of the Buyer or if the Buyer refuses
to take delivery of goods or to permit performance of services or cancels
determines or rescinds the contract or purports to do so then the Company
shall not be liable for any loss or damage whatsoever arising out of
any such circumstances and the Company may on giving notice to the Buyer
treat the contract as completed in its then partial state of completion
in which case the Company will be entitled to invoice the Buyer for
all finished and unfinished goods and for services in their entirety.
6.3 The Buyer must notify the Company within 24 hours
of delivery of the goods of any damage shortage or breakage.
6.4 Delivery of the goods shall be deemed to take place:
6.4.1 When the goods are collected by the Buyer or
its agents from the works or warehouse of the Company;
6.4.2 When the goods are transported by the Company
or its agents, when the goods are physically delivered to the Buyer's
place of business or such other place as the Buyer reasonably nominates;
6.4.3 If the goods are transported by the Buyer's carrier
or by an independent carrier, when the goods are physically delivered
to such carrier;
6.4.4 Delivery of any services supplied by the Company
to the Buyer shall be deemed complete after the service report has been
signed as complete by the Buyer or the Buyer's servant or agent. The
Buyer's signature or the signature of the Buyer's servant or agent on
the relevant service report is the Buyer's acceptance that the services
supplied are as requested and that the services supplied have been carried
out to the Buyer's satisfaction. If the Buyer refuses to sign the Company's
service report the reason for non-signature must be received in writing
within 3 days of the date of the service visit.
7. Risk
7.1 Risk in the goods shall pass to the Buyer on delivery.
7.2 The Buyer shall be responsible for the provision
of all oils for machine tools services.
7.3 The Buyer shall be responsible for the safe disposal
of all used oils in line with current legislation.
8. Warranties
8.1 The conditions referred to in this clause are that:
8.1.1 All goods shall have been used in a proper workmanlike
manner for the purpose for which they were intended and not beyond the
recommended capacity of the goods and that routine maintenance and standard
operating procedures as recommended by the machine tool builder have
been strictly adhered to;
8.1.2 Any claim for faulty goods and/or services shall
have been notified in writing to be received by the Company within 5
days of discovery thereof.
8.2 Subject to clause 8.1 above and for the periods
and in respect of the goods and/or services specified below in paragraph
8.3 the Company warrants that if goods and/or services provided by the
Company prove to be defective the Company shall at its election repair
or replace all such goods or re-execute any services which the Company
shall find on inspection to have been faulty free of charge.
8.3 The warranty in 8.2 shall apply for the period
of six months from the date of delivery or supply in respect to:
8.3.1 Goods or services supplied when new genuine goods
are supplied;
8.3.2 Goods only when used repaired or non-genuine
goods are supplied.
9. Limit of liability
9.1 Except to the extent provided in clause 8 the Company
shall not be liable for any consequential loss or damage including (but
without limitation) any business interruption or loss of profits.
9.2 Any liability to which the Company might otherwise
become subject shall be limited to the price paid by the Buyer for such
goods and/or services as give rise to the claim.
10. Force Majeure
The Company shall be under no liability to the Buyer in the event that
the Company's performance of the contract is affected wholly or partially
by any restriction imposed by a government or other competent authority,
strikes, lock outs, a failure in the Company's anticipated supplies
or by any other cause whatsoever which is beyond the Company's reasonable
control.
11. Notice and Jurisdiction
11.1 A notice under this contract shall be given in
writing and shall be sent first class post to the trading address of
the intended recipient, or shall be sent by facsimile confirmed by 1st
class post. Notice sent by post shall be deemed to be given two business
days after despatch and in the case of facsimiles on the date of transmission.
11.2 All contracts are deemed to be made in England
and shall be governed by and construed in all respects in accordance
with English Law and the Buyer shall submit to the non-exclusive jurisdiction
of the English courts.