TERMS OF SALE
Ladbrook Mfg Ltd
Standard Terms and Conditions of Sale
“Seller” means Ladbrook Mfg Ltd.
“Buyer” means the person, firm, company or organisation from whom the order is addressed.
“Goods” includes materials commodities and articles in whatever state of completion or manufacture and also service to the extent that the contract states that services will be provided.
“Tooling” any press tool, mould tool, jig, fixture, gauging, rig, machine etc. manufactured by the Seller used in production of the Buyer’s Goods.
1)) Retention of Title.
Title in the goods does not pass to the Seller until payment has been made in full. Tooling owned by the Seller may be held in lieu of payment in full. Payment will validate acceptance of title in the Goods.
2)) Delivered Quantities.
Delivery quantities against ordered quantities may vary as follows:
Goods made from CR coil deliveries ” 12%
Goods made from CS deliveries ” 20%
Goods made from CR sheet deliveries ” 6%
Goods made from blanks or strip deliveries ” 10%
3)) Advised Quantities.
Components are counted by weight and as such the advised quantities can only be guaranteed to within the percentage tolerances for the relevant British Standards for the base material of the component delivered.
4)) Interest Charge.
The Seller reserves the right to charge interest on overdue payment of credit accounts at the rate of 2 % above the statutory interest rate on late commercial payments, for the time being in force.
5)) PTC & CTC.
Where a Part Tool Charge (PTC) is quoted the tooling is the property of the Seller. Where a Complete Tool Charge (CTC) is quoted the tooling is the property of the Buyer.
6)) Notice of Cancellation.
The Buyer will indemnify the Seller for any work carried out or Goods purchased in performance of a cancelled order.
7)) Lead Times & Notified Delays.
The Seller offers no indemnity for late delivery. Where the Buyer asks for a lead time less than that quoted a premium on the quoted price may be payable for overtime rates of pay.The lead time shall run from the date of receipt of the Buyer’s official order. Where the Seller notifies the Buyer of any delay in delivery this will not constitute a breach of contract and as such payment in full, by the Buyer, shall be made.
8)) Tooling Insurance.
The Buyer will be responsible for ensuring that any tooling held by the Seller is adequately insured.
Where the appropriate British Standard Tolerances are greater than drawing tolerances the British Standard tolerances will be worked to.
10)) Insolvency of the Buyer.
If the Buyer enters into any arrangement with his creditors, a Receiving Order is made against him, or an Order is made for his winding up, or a Receiver is appointed the Seller may stop any goods in transit to the buyer, and suspend further deliveries of Goods until payment for such Goods shall have been assured to the satisfaction of the Seller.
11)) Deviation From Terms.
Any quotation is subject to Ladbrook Standard Terms & Conditions of Sale except where different from those expressed in the relevant quotation. The Seller nor the Buyer shall be bound by any variation, waiver of or addition to these conditions, except as agreed by both parties in writing and signed on their behalf on and as an extension of these Terms and Conditions .Once the order has been placed the Terms and Conditions agreed shall be binding.
12)) Ruling Law.
This contract shall be governed by the Law of England.
13)) Intellectual Property Rights.
Infringement of any patent, trade mark, design, device, process or copyright in relation to such goods or any part thereof or any card, circular box, wrapping or advertisement, used in connection therewith and that the Buyer will at his own expense indemnify the Seller at all times against any such action, loss, claim, damages or expenses suffered by the Seller directly or indirectly. Copyright. All estimates, designs, drawings, plans or models prepared by the Seller for the Buyer for the Buyer’s information remain the Seller’s property and are copyright. They must not in whole or in part be submitted to or copied or otherwise made use of by any other party without prior written permission.
Notification of deficiencies or rejection must be made to the Seller in writing within 7 days of receipt of Goods.
15)) Carrier Liability.
Any Carrier Haulier engaged by the Seller in transport of Goods for the Seller shall be liable for any losses incurred by the Buyer as a result of their non-performance. The Buyer will have no claim against the Seller.
16)) Payment Terms.
The prices quoted are 30 days from end of invoice month, include normal maintenance and routine repair/replacement and exclude any Value Added Tax, unless otherwise stated.
17)) Warranties, Consequential Loss and Indemnity Value.
The Seller agrees only to indemnify the Buyer to the value of Goods supplied. No warranties are maintained by the Seller other than those expressed.
18)) Packing Variation.
The Seller reserves the right to alter packaging of Goods in any way without notice.
19)) Wrongful Rejection.
The Buyer will indemnify the Seller against expenses incurred due to wrongful rejection.
20)) Fitness for Purpose.
The Seller makes no representations, warranties expressed or implied as to fitness for purpose of Goods supplied. This does not affect the Buyer’s Statutory Rights.
21)) Acknowledgement as Counter Offer.
The Sellers acknowledgement of the Buyers order, is a counter offer and as such the Buyer accepting the Goods is acceptance of the Terms and Conditions of the aforesaid acknowledgement.
22)) Zinc Plating.
The Seller reserves the right to barrel plate components, with its associated localised damage to the passivate film and zinc coating, such handling damage shall not be reason for rejection. The Buyer is to inform the Seller if vat plating is to be performed in preference to barrel plating. Please note BS 6041 is the relevant AQL standard for zinc plating components.
23)) Quotation Validity.
Quotations are valid for 30 days from the quotation date after which Ladbrook reserves the right to amend the quotation. Prices will be subject to a minimum of an annual review. The quotation is subject to change if the raw material, sub component or subcontracted work prices change.
24)) Order Placement & Achieved Quality Levels (AQL).
Upon placement of an order the Buyer is to confirm quality level (AQL%) and any Goods Inwards sampling plans used highlighting any special quality requirements e.g. critical dimns, features etc. AQL’s will be assessed over the whole manufacturing order not individual call offs from scheduled orders.
25)) Specifications and Drawings.
No order can be undertaken without a component drawing supplied by the Buyer or drawn by the Seller to the Buyer’s approval.
26)) Buyer Supplied Tooling.
Whilst every care will be exercised to ensure the product is the best achievable from such tooling, the Seller cannot accept liability for inherent errors and reserves the right to re negotiate any contract where such tooling does not achieve the Buyer’s claimed performance which results in additional costs.
If any dispute or difference shall arise between the Buyer and Seller in relation to or in connection with the contract the same shall be referred to arbitration in accordance with the Arbitration Act 1950 before a single arbitrator to be nominated in default or agreement by the President for the time being of the Engineering Industries Association.
The Seller reserves the right to subcontract the fulfilment of the order or contract (including any installation) or any part thereof.
29)) Force Majeure.
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God including fire, flood, earthquake, storm, hurricane or other natural disaster, war or act of foreign enemies, or interruption or failure of electricity or [telephone service], and no other Party will have a right to terminate this Agreement under Clause 6.