ROEMHELD (UK) Limited
Terms and Conditions of Sale
DEFINITION: Supplier –ROEMHELD (UK) Limited
Buyer –Customer of ROEMHELD (UK) Limited
The acceptance of Supplier’s tender or quotation includes the acceptance of the following terms and conditions.
Unless previously withdrawn, this tender or quotation for acceptance within the period stated therein or, when no period is so stated, within thirty days only after its date.
The acceptance of Supplier’s tender or quotation must be accompanied by sufficient information to enable Supplier to proceed with the order forthwith otherwise Supplier shall be at liberty to amend the tender or quotation prices to cover any Increase in cost which has taken place after acceptance.
Buyer’s purported acceptance of tender or quotation shall not be valid until Buyer has satisfied Supplier that all necessary Import and Export Licences have been obtained by the Buyer.
It shall be the Buyer‘s responsibility to dispose of the packing materials.
5. LIMITS OF CONTRACTS.
Supplier’s tender or quotation includes only such goods, accessories and works as specified therein.
6. DRAWINGS, ETC.
(a) All specifications, drawings and particulars of weights and dimensions submitted with Supplier’s tender are approximate only,and the descriptions and illustrations contained in Supplier’s catalogues, price lists and other matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the Contract.
(b)Any illustrations, drawings, sketches and other technical documents remain Supplier’s exclusive property. Without Supplier’s consent they may not be communicated to any third party and have to be returned to Supplier on request. Buyer warrants that manufacturing drawings presented by Buyer to Supplier do not infringe any industrial property rights of third parties and Supplier, is not required to make any enquiries in this respect. If any third party rights are infringed Buyer must indemnifySupplier against all claims.
(c) Supplier shall not be obliged to supply manufacturing and detail drawings to Buyer. If Supplier agrees to do so Buyer will beresponsible for the cost thereof.
(d) Any special tools, gauges or clamping devices required by Supplier to execute Buyer’s order shall be paid for by Buyer in addition to the tender or quotation price and shall remain property of Supplier.
The prices stated are for delivery ex.works or as indicated, inclusive of packing. Buyer shall not be entitled to these prices where Supplier agrees to vary quantities or delivery rates from those specified. While Supplier will endeavour to maintain the prices quoted he reserves right to increase them proportionately to increases in cost of labour or materials or both taking effect between quotation and delivery. Supplier also reserves the right to change these prices:
(a) If the Exchange Rate between Sterling and the currency of any Country from which goods forming the subject of this tender or quotation are to be imported by Supplier to complete Buyer’s order vary by more than 5 per cent between date of tender or quotation and date of delivery, AND
(b) If the Exchange Rate between Sterling and the currency in which payment is to be made by Buyer varies by more than 5 per cent between date of tender or quotation and date of delivery. And in either such case such change in price shall be equal to the change in the respective Exchange Rates but shall in no vent exceed more than 10 per cent.
8. LIABILITY FOR DEFECTS.
Claims for defects shall be notified by Buyer to Supplier immediately on receipt of goods by Buyer. Supplier will replace or repair at its discretion any item which in its sole discretion fails to meet Supplier’s specifications through defects in design or bad workmanship but only in so far as such items have been designed or produced by Supplier. No liability for defects howsoever arising is accepted by Supplier in respect of items produced by third parties save in so far as Buyer can prove to Supplier’ssatisfaction that Supplier could have discovered such defects by due diligence. All other conditions and warranties express or imply, and any other Iiability howsoever arising whether under statuteor at common law or otherwise are hereby expressly excluded to the fullest extent permitted by law. No terms shall modify or override this exemption of liability unless expressly statedand authorised in writing by Supplier.
No representation whether oral or written made by or on behalf of Supplier whether at the time of or before the making of this Contract shall modify or override these conditions.
9. LIABILITY FOR DELAY.
Supplier will make every endeavour to meet the delivery time stated in Supplier’s order confirmation. However unless confirmed by Supplier in writing Supplier will accept no claims for damages against late delivery howsoever caused.
10. CARRIAGE AND DELIVERY.
Unless otherwise specified the prices given include packing and delivery. Any damage to goods in transit should be notified to carrier and Supplier within two days of receipt, packing and contents to be held for inspection. If goods are not received by Buyer within fourteen days of invoice date the Carrier and Supplier should be informed at once.
(a)The risk of loss or destruction of, or damage to, the Goods shall pass from Supplier to the Buyer at the time of delivery, orat such other time as is agreed in writing by the parties.
(b)The Buyer shall insure and keep insured the Goods for the full price against ‘all risks’ to the reasonable satisfaction of Supplier until the date that property in the Goods passes from Supplier, and shall whenever requested by Supplier produce a copy of the policy of insurance. Without prejudice to the other rights of Supplier if the Buyer fails to do so all sums whatever owing by the Buyer to Supplier shall forthwith become due and payable.
(a)Notwithstanding that risk in the Goods shall pass to the Buyer upon delivery, full legal and equitable title and interest in the Goods and any other goods supplied by Supplier to the Buyer for which payment shall not have been made shall remain in Supplier and shall not pass to the Buyer until Supplier shall have received payment in full of amounts due and owing from the Buyer to Supplier for the time being (including any interest accrued and owing to Supplier) and from time to time in respect of all goodssupplied by Supplier the (under this and any other agreement between Supplier and Buyer) to the Buyer at any time.
(b)Payment shall not be treated as having been made until any cheque, bill of exchange or other instrument of payment given by theBuyer has been met on presentation or otherwise honoured in accordance with its terms.
(c)Until property in the Goods passes, the Buyer shall keep the Goods free from any lien, charge, or encumbrance and Supplier may at any time require the Goods to be returned to it by the Buyer. If such requirement is not met within seven days Supplier may retake possession of the Goods and may enter any premises of the Buyer or of any third party where the Goods are stored for that purpose. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods.
(d)Until Property in the Goods passes the Buyer shall so far as possible store the Goods or ensure that any third party who may bein possession of the Goods shall store the Goods in such a way as they are identifiable as the property of Supplier and separate from all other goods in the possession of the Buyer or such third party.
(e)Notwithstanding that the Goods (or any of them) remain the property of Supplier the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of Supplier. Any such sale or dealing shall be a sale or use of Supplier’s property by the Buyer on the Buyer’s own behalf. The Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from Supplier the entire proceeds of sale will otherwise of the Goods shall be held in trust for Supplier and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Supplier’s money.
(f)Supplier shall be entitled to recover the price of the goods plus VAT notwithstanding that property in the Goods has not passedfrom Supplier to the Buyer.
(g)If during such time as title in the Goods remains in Supplier any of the Goods are incorporated in, or attached to, or used as material for or in the manufacture of, other goods, the property in the whole of such other goods shall vest in and remain with Supplier and the Buyer shall hold such other goods as bailee of and to the order of Supplier until Supplier has received payment in full in respect of the Goods and all of Supplier’s rights in relation to the Goods (including its rights under this agreement) shall extend to such other goods.
(h)The Buyer warrants that it is not at the time of entering into this agreement insolvent and knows of no circumstance which would entitle any Creditor to appoint a Receiver or to petition for winding up or to exercise any other rights over or against its assets.
(i) The Buyer shall promptly deliver the prescribed particulars of this Contract to the Companies Registrar in accordance with the provisions of the Companies Act 1985 as amended. Without prejudice to Supplier’ other rights, if the Buyer fails to do so all sums whatever owing by the Buyer to Supplier shall forthwith become due and payable
13. TERMS OF PAYMENT.
Strictly nett 30 days from end of month following date of invoice. Supplier reserves the right to charge interest at the rate2.5% for each month or part of month that payment is delayed.
If Supplier does not receive forwarding instructions sufficient to enable Supplier to despatch the goods within 14 days afterthe date of notification that they are ready for despatch. Buyer shall within seven days thereafter either take delivery or arrange for storage. Supplier shall be entitled to arrange storage either at Supplier’s own works or elsewhere on Buyer’s behalf and all charges for storage for insurance or for demurrage shall be payable by Buyer.
15. CONSEQUENTIAL LOSS.
Supplier will not accept any liability for loss, damage, injury or death howsoever caused to Buyer or any other person and any term, condition, or representation to the contrary whether expressed or implied by Statute, Common Law or otherwise is hereby expressly excluded to the full extent permitted by Law.
Quotations are subject to correction for omissions and typing or other clerical errors. It is Buyer’s liability to query and request confirmation of any suspect item, service or condition quoted.
The Contract shall be governed by and construed in all respects according to English Law.