| 1.1 |
The terms and conditions hereinafter set out constitute the terms and conditions of any contract between Oaklair Ltd (“the Company”) and any purchaser (“the Purchaser”) in respect of the supply of any products manufactured by the company (“the Products”). |
| 1.2 |
These terms and conditions expressly override, supersede and exclude any terms and conditions stipulated or referred to by the Purchaser in negotiations or order or otherwise prior to the making of any contract (as hereinafter defined) between the Company and the Purchaser and no variation of or addition to the Contract or these terms and conditions shall be binding on the Company unless made or accepted in writing under the hand of a duly authorised officer of the Company. |
| 1.3 |
All the Company’s quotations are subject to confirmation on receipt by the Company of orders from the Purchaser. Such written confirmation shall constitute the acceptance by the Company of a Contract with the Purchaser incorporating these terms and conditions and the relevant quotation (“the Contract”). Acceptance is subject to supplies being available and unsold. |
| 1.4 |
An order once accepted by the Company cannot be cancelled deferred or altered by the Purchaser except by mutual agreement. |
| 1.5 |
“The Contract Price” shall consist of the price specified in the Purchaser’s order as confirmed by the Company on the basis of the Company’s quotation (all quotations being on a net basis unless otherwise stated) and shall be subject to value added tax and any other applicable tax or duty. |
| 3.1 |
All products supplied by the Company shall be at the Purchaser’s risk and shall be insured by the Purchaser immediately on delivery to the Purchaser or into the custody of the Purchaser’s designated carrier whichever is the sooner. |
| 3.2 |
Delivery of the Products shall be deemed to be accepted by the Purchaser forthwith on notification by the Company that they are ready for delivery. |
| 3.3 |
Any stipulated period of time for delivery shall run from the date of receipt by the Company of the Purchaser’s written order to proceed with delivery or from the date when all necessary information and drawings enabling the company to manufacture the Products ordered is received which ever shall be the later. |
| 3.4 |
Although the time shall not be of the essence of any Contract, the Company will use its best endeavours to deliver the Products at the rate or within the time specified in the Contract but shall not be liable for any direct or indirect loss or damage which may be incurred by the Purchaser as a result of failure by the Company to deliver the Products as the rate or within the time specified or as a result of any accidental loss or damage of any kind or as a result of the unavailability of materials or articles required for the performance of the Contract or for any such loss or damage due to any other cause whatsoever. |
| 3.5 |
In the event of any delay in delivery continuing for more than three calendar months the Company shall have the option of cancelling the Contract by written notice to the Purchaser in respect of any Products undelivered at the date of such notice. |
| 3.6 |
Each delivery of a consignment of Products shall be a separate transaction and the delay or absence of any one delivery shall not prejudice due performance of the Contract as regards other deliveries. |
| 4.1 |
The acceptance by the Company of any order for Products shall constitute an agreement to supply the Products and shall not be a sale of them and no title to the Products shall pass to the Purchaser by reason of delivery or acceptance of the Products. |
| 4.2 |
The Company shall remain the sole and absolute owner of the Products until the Company has received in cash or cleared funds payment in full for all goods delivered to the Purchaser under this and all other contracts between the Company and the Purchaser for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Purchaser under which the goods were delivered. Until such time the Purchaser shall be the bailee of the Products for the Company and shall store them on its premises separately from its own goods or products and from those of any other person and in a manner which make them readily identifiable as the Products of the Company. |
| 4.3 |
Purchaser’s right to possession of the Products shall cease on whichever is the earlier of the following dates:-
|
| i. |
the Due Date in accordance with Clause 2.1 hereof; or |
| ii. |
the occurrence of any of the events listed in clause 4.4 below. |
| 4.4 |
i. |
a petition is to be or has been presented for the appointment of an administrator or administrative receiver or receiver of the Purchaser under the Insolvency Act 1986. |
| ii. |
a petition is presented or a resolution passed for the voluntary or compulsory liquidation of the Purchaser save for the purposes of solvent reconstruction or amalgamation; or |
| iii. |
the purchaser decides to make an arrangement with its creditors; or |
| iv. |
the Purchaser has committed an act of bankruptcy; or |
| v. |
the occurrence of any event which causes the Company to consider on reasonable grounds that its title to the Products or the proceeds of sale thereof may be adversely affected. |
| 4.5 |
The Company may for the purpose of recovering the Products enter any premises where they are stored or where they are reasonably thought to be stored and may repossess them. |
| 4.6 |
The Purchaser shall be at liberty to sell on the Company’s Products at any price not less than the Contract Price. If the Purchaser sells on its own account, it shall sell as agent and bailee of the Company in law and in equity and shall hold the proceeds thereof in trust for the Company and shall not mingle the proceeds with any other monies and shall not pay the cheque or cash therefore into an overdrawn bank account. The Purchaser shall open a fiduciary account with its bankers and will advise its bankers that the Purchaser holds the entire proceeds of sale to a sub-purchaser as trustee for the Company and that not until payment to the Company of the agreed price with interest thereon as appropriate shall the Purchaser be entitled to transfer any profit thereon to any other account. The Company shall be entitled to any interest earned on such fiduciary account. |
| 4.7 |
If a receiver is appointed to the Purchaser and at the time of his appointment the Purchaser shall not have received the proceeds of sale, the Purchaser or the receiver as agent for the Purchaser shall assign to the Company within 7 days all rights against the person or persons to whom the Products have been sold. |
| 5.1 |
Work produced by the Company whether experimentally or otherwise on the Purchaser’s express instructions will be charged for at a special rate to be agreed between the Company and the Purchaser. |
| 5.2 |
Alterations by the Purchaser following the making of the Contract shall be subject to additional charges in the discretion of the Company. |
| 5.3 |
Moulds, tools, cutters or similar dedicated items used in the manufacture of the Products shall be the property of the Company notwithstanding that the Purchaser may have borne part or all of the costs of developing such items. The Company shall have the right to dispose of any of these items at its discretion should the Company deem them to be inactive. |
| 5.4 |
The manufacture of Products to drawings and designs supplied by the Purchaser is undertaken by the Company on the understanding that the Purchaser warrants that such manufacture will not infringe any intellectual property rights of third parties and that the Purchaser shall indemnify and keep the Company indemnified for and against all liabilities, costs and expenses resulting from any such infringement. |
| 5.5 |
All designs, drawings, sketches and models submitted by the Company are of a confidential nature and unless otherwise agreed in writing between the Company and the Purchaser the copyright in all such material shall remain in the Company regardless of whether the Company has levied a charge for their development. |
| 6.1 |
Except where and to the extent only that the Company may have given an express guarantee in writing in relation to a specific Product and save as provided by law, no representation, warranty or condition (whether express or implied or whether statutory or not) is given by the Company as to the fitness of the Company’s Products for any specific purpose or process whether or not that purpose was known to the Company at the time of Contract was made and the Company shall not be liable either in contract or in tort for any direct or indirect or consequential loss or damage suffered by the Purchaser or by a third party directly or indirectly attributable to the Products or to the use or storage of the Products. |
| 6.2 |
The provisions of this Clause shall be without prejudice to the statutory rights of consumers as such term is defined by law. |
| 6.3 |
Any recommendation or suggestion relating to the use of the Products made by the Company either in technical literature or in response to specific enquiry or otherwise is given in good faith but it is for the Purchaser to satisfy itself of the suitability of the Products for its own particular purpose and to make satisfactory arrangements for the safe storage of the Products on the Purchaser’s premises and to affix such appropriate labels and warnings to the Products as shall be necessary for purposes of the Consumer Protection Act 1987. |
| 6.4 |
The Purchaser shall insure against and shall keep the Company fully indemnified at all times for and against any claims arising under the Consumer Protection Act 1987 in respect of the Products. |
| 6.5 |
The Company’s materials are generally manufactured in accordance with the relevant International Standards. |
| 9.1 |
Claims shall be considered by the Company in its sole discretion and shall not be construed as an admission of liability on the part of the Company. |
| 9.2 |
Any claims shall be made by the Purchaser in writing to the Company so as to reach the Company:- |
| i. |
within 3 days of delivery of the Products if the Products have been damaged, delayed or lost in transit. |
| ii. |
within 14 days of delivery of the Products. |
| iii. |
within one calendar month of delivery if the Products are claimed by the Purchaser to depart from the Contract specifications or otherwise defective failing notice as aforesaid the Company shall not be liable in respect of any claims whatsoever. |
| 9.3 |
The Company shall not be obliged to consider or to compensate the Purchaser for any claim on the grounds that the Products supplied do not conform to certain dimensions where it can be shown that the Products come within the bounds of the tolerance specified in the Contract. |
