Terms & Conditions.
Sprint Tool and Die Limited – www. sprinttoolanddie.co.uk
1.1 In these Conditions:
The Buyer: means any person or organisation named as the buyer in the Order and who purchases the Goods from the Seller. All persons and organisations falling within this definition are jointly and severally liable for the obligations of the Buyer.
The Conditions: means the terms and conditions of sale as set out in this document.
The Contract: means the contract between the Buyer and Seller for the purchase and sale of Goods and/or Services in accordance with the Conditions.
The Goods: means the goods described in the Specification.
The Order: means the Buyer’s order for the Goods and/or Services, which refers to the Seller’s Quotation, and as set out in the Buyer’s purchase order form.
The Order Acknowledgement: as defined in clause 2.2 of these Conditions.
The Price: means the price agreed for the supply of the Goods and the supply of the Services as set out in the Order and as may be varied in accordance with clause 4.
The Quotation: means any quotation submitted by the Seller to the Buyer.
The Seller: means Sprint Tool and Die Limited (company registration number: 2379659)
The Services: means any service, which the Seller is to provide in accordance with the Conditions as set out in the Specification.
The Specification: means the Buyer’s design, description and/or specification of the Goods and/or the Services submitted by the Buyer and as detailed in the Order.
Force Majeure: means any circumstances beyond the control of the Seller, including but not limited to, war, threat of war, sabotage, hostilities, acts of God, riots, civil commotions, government restrictions including but not limited to acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock outs or other industrial action, import or export regulations or embargoes, trade disputes, fire, accident, explosion, floods, weather conditions preventing the Sellers completion of the Goods, or delay in supplying or defects in items of machinery or equipment, or materials to be provided by or on behalf of the Buyer or any sub contractor of the Seller.
1.2 Any reference in the Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2. Scope of the Contract
2.1 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with the Conditions.
2.2 The Order shall only be deemed to be accepted when the Seller issues a written order acknowledgement of the Order (Order Acknowledgement), at which point the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.4 Any Quotation shall not constitute an offer and shall only be valid for a period of 30 days from its date of issue.
2.5 Subject to clause 4; no variation to the Contract shall be binding unless agreed in writing between the parties (provided always that such variation may take place by way of an email exchange between the parties).
2.6 The Conditions shall prevail over and to the exclusion of any terms put forward by the Buyer and no conduct of the Seller shall constitute acceptance of any terms put forward by the Buyer unless the Seller expressly agrees to them in writing.
2.7 No employee or agent of the Seller has any authority to vary these terms orally or to make any representations on behalf of the Seller as to their effect.
2.8 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.
2.9 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller, is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
3. Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the completeness and accuracy of the terms of any Order (including any applicable Specifications) submitted by the Buyer and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract in accordance with these Conditions.
3.2 Subject to clause 8.8; where the Goods are manufactured to the Specification, the Buyer agrees that the Seller shall not be liable for the correct functioning of the Goods.
3.3 Where the Seller prepares or modifies designs or drawings at the request of the Buyer, the Buyer shall approve such designs and drawings in writing and until the Seller has received such approval, the Seller shall be under no liability to the Buyer and any time for delivery shall not commence.
3.4 Although the Seller shall warrant the Goods shall be manufactured in accordance with the Specification pursuant to clause 8, no warranty is given by the Seller as to the final end product for which the Goods are designed to manufacture.
3.5 The Buyer warrants and agrees that the Specification shall not infringe any third parties’ intellectual property rights. The Buyer shall ensure that it has all necessary rights to the Specification so that the Seller may manufacture and supply the Goods pursuant to the Conditions. The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Specification.3.6 If after the Seller has accepted an Order
the Buyer requires any alteration to the Goods or Specification, the costs of such alterations shall be payable by the Buyer on demand. Any request for alterations shall be made in writing to the Seller and the Seller shall be under no obligation to accept such request.
3.7 Subject to clause 2.2; no Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
3.8 The Seller reserves the right to subcontract in part or in whole any of the Services without the prior approval of the Buyer.
3.9 The Seller reserves the right to make any changes in the Specification which are required to conform with any applicable statutory or EU requirements, which do not materially affect their quality or performance.
4. Price of the Goods
4.1 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods or Services to reflect any increase in the costs to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other costs of manufacture), any changes in delivery dates, quantities or Specifications for the Goods or Services, which is requested by the Buyer, or any delay caused by any instrument of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.2 Unless otherwise agreed in writing between the Buyer and the Seller; all Prices are on an ex works Seller’s premises (from time to time) (Incoterms 2010); provided that where the Seller agrees to deliver the Goods, the Buyer shall be liable to pay the Seller charges for transport, packaging and insurance in addition to the Price.
4.3 Should the Buyer request or require work in the production of Goods or the completion of the Services to be carried out outside the Sellers normal working hours, the price shall be increased by the extra cost actually incurred by the Seller (including, but not limited to the payment of overtime to the Seller’s employees).
4.4 The Price is exclusive of any applicable VAT which will added at the prevailing rate and which the Buyer will be liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer and payable on demand in addition to the Price; provided always such costs may be repaid by the Seller to the Buyer if the pallets and returnable containers are returned undamaged.
5 Terms of Payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller or as set out in the Order Acknowledgment; the Seller shall be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods or performance of the Services, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the Price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 Unless otherwise stated in the Order, the Buyer shall pay the price for non – tooling Goods or Services within 30 days of the date of the Sellers invoice.5.3 The
Buyer shall pay for any Goods in accordance with the payment terms set out in the Order.
5.4 The Buyer shall pay the Price of the Goods in accordance with these clauses and the Seller shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence. Receipts for payment will only be issued by the Seller on request.
5.5 If the Buyer fails to make payment to the Seller on the due date then, without prejudice to any other rights or remedies available to the Seller, the Seller shall be entitled to:5.5.1 terminate the Contract or suspend any further deliveries of Goods or the performance of any further Services to the Buyer;
5.5.2 charge the Buyer interest (both before and after any judgment) on the unpaid amount at a rate of 8% per annum above HSBC Bank base rate from time to time until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest); and
5.5.3 appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.
5.6 The Buyer shall have no right to make any deduction or set – off on the grounds of alleged:
5.6.1 shortfall of deliveries;
5.6.2 defect in quality;
5.6.3 breach of contract by the Seller;
5.6.4 negligence by the Seller; or
5.6.5 failure to conform to specification or sample.
6 Collection/Delivery of Goods
6.1 Unless otherwise agreed; the Buyer shall collect the Goods from the Seller’s premises, at any time after the Seller has notified the Buyer that the Goods are ready for collection.
6.2 The Services shall be performed at a location detailed in the Order.
6.3 The Seller shall use reasonable endeavours to deliver the Goods by the delivery date or ensure they are ready for collection by the estimated collection date; provided that any dates quoted for the delivery or collection of the Goods, are approximate only and the Seller shall not be liable for any delay however caused. Time of delivery or collection shall not be of the essence of the Contract in relation to any delivery or collection dates or milestones provided by the Seller. The Seller shall not be liable for any delay in delivery
or collection of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.4 Where the Goods are to be delivered or collected in instalments; each instalment shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 5% more or 5% less than the quantity ordered without any adjustment in the Price and the quantity so delivered shall be deemed to be the quantity ordered.
6.6 When the Goods are ready for collection by the Buyer, the Seller will give the Buyer notice of readiness for collection. It is a condition of these Conditions that the Buyer shall collect the Goods within 7 days of that notice being received. Delivery shall occur on the Buyer collecting the Goods or on the expiration of the said 7 days, whichever first occurs. Notice of readiness shall be deemed received by the Buyer on the same day as it is sent, if sent by fax or the day after it is sent, if sent by first class post.
6.7 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.8 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.8.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.8.2 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 under the Contract.
7.1 The Buyer shall not be permitted to terminate this contract or refuse to accept any delivery by reason of the Seller not delivering the Goods or performing the Services by any given or agreed estimated date.
7.2 The Seller shall not be liable to the Buyer for any losses caused by the Seller not delivering the Goods or performing the Services by any given or agreed estimated date.
7.3 The Buyer recognises and agrees that any amendment in accordance with clause 3.8 of these Conditions may delay delivery of the Goods or performance of the Services.
7.4 Without prejudice to sub clause 6.3, if delivery of the Goods or performance of the Services is delayed or prevented by Force Majeure circumstances, then without prejudice to any of the Sellers rights under these Conditions the following provisions shall apply:
7.4.1 the Seller shall as soon as is reasonably practicable, give the Buyer notice of the reasons for the delay; provided that the Seller shall incur no liability by reason of any failure to give such notice;
7.4.2 the Sellers duty to deliver the Goods or perform the Services shall be suspended for so long as the Force Majeure circumstances continue and the time of delivery and or performance shall be extended by an equivalent period; and
7.4.3 the Seller may at any time and at its sole discretion, give notice to the Buyer to terminate the Contract. In that case the Seller shall incur no liability to the Buyer for any losses caused as a result of the termination or the failure to deliver any of the Goods not supplied by the Seller to the Buyer or the failure to provide the Services.
8.1 Subject to the conditions set out below; the Seller warrants that the Goods and the Services will conform in all material respects to the Specification and the Goods will be free from material defects in material and workmanship; provided always that the Buyer acknowledges and agrees that the Goods may contain certain imperfections which are not in accordance with the Specification and such imperfections shall not be deemed a breach of the warranty contained in this clause 8.1. If any of the Goods or the Services do
not conform to the Specification and the Seller is under the terms of these Conditions liable for such failure to conform then provided it is first permitted a reasonable opportunity to inspect the same, the Seller shall, at its sole option, in relation to those Goods, either:
8.1.1 replace them at its own expense; or
8.1.2 reduce the price by an amount equivalent to that proportion of the Price payable in respect of them; or
8.1.3 repair the Goods; or and, in relation to the performance of the Services, either:
8.1.4 perform further work so that the Services conform to the Specification; or
8.1.5 reduce the price by an amount equivalent to the reasonable cost to the Buyer of having further work performed so that the Services conform to the specification.
8.2 The Buyer agrees to inspect each part of the Goods or Services as soon as possible after delivery or completion of such parts. If the Seller does not receive notification of the Goods failing to comply with the warranties set out in clause
8.1 within 7 days of receipt of any Goods by the Buyer, the same shall be deemed to have been accepted by the Buyer and the Seller shall not be in breach of the warranties set out in clause 8.1.
8.3 Save as provided for in clause 8 of the Conditions; the Seller:
8.3.1 does not warrant that the Goods are fit for any particular purpose of the Buyer;
8.3.2 shall have no liability for any defect in the quality of the Goods;
8.3.3 shall have no liability for the failure of the Goods or the Services to conform to any description or specification supplied by the Buyer (other than the Specification);
8.3.4 shall have no responsibility or liability for the loss of, destruction of or damage to the Buyers materials, whether arising whilst the Buyers materials are in the possession of the Seller. The Buyer shall retain risk in the Buyers materials and shall insure the same;
8.3.5 shall be under no liability in respect of any defect arising from fair wear and tear, wilful damages, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s prior approval in writing;
8.3.6 shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods or Services has not been paid by the due date for payment. The warranty set out in clause 8.1 does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller;
8.3.7 shall be under no liability if the defect arises as a result of the Seller following drawings, designs or Specifications supplied and/or agreed by the Buyer.
8.4 If Goods supplied by the Seller are altered, adapted or repaired by the Buyer (save as provided in clause 8.1) and all liability of the Seller to the Buyer for such repair or otherwise shall cease.
8.5 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer is not affected by these Conditions.
8.7 Subject to clause 8.8, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit, use, contract, goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of
or in connection with the supply of the Goods or their use or resale by the Buyer.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, Force Majeure circumstances shall be regarded as causes beyond the Seller’s reasonable control.
8.9 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
8.9.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.9.2 fraud or fraudulent misrepresentation;
8.9.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.9.4 defective products under the Consumer Protection Act 1987; or
8.9.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
8.10 Subject to clause 8.8, the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price of the Goods.
9 Risk and Title
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
9.1.1 in the case of Goods to be collected from the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
9.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered, or attempts to tender, delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due and/or pursuant to any other arrangement between the parties.
9.3 Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
9.4 Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9.6 If during such time as title in the Goods remains in the Seller any of the Goods are incorporated in or attached to or used as material for or in the manufacture of other goods the title in the whole of such Goods shall vest in and remain with the Seller and the Buyer shall hold such Goods as bailee of and to the order of the Seller until the Seller has received payment in full in respect of the Goods and all the Seller’s rights in relation to the Goods (including its rights under these Conditions) shall extend to such goods.
9.7 If the Buyer sells any of the Goods during the time that title in them remains in the Seller, the Buyer must hold all the proceeds of sale as trustee for the Seller, and if the Buyer sells any goods incorporating the Goods the Buyer must hold so much of the proceeds of sale as relates to the Goods as trustee for the Seller must be placed in a separate bank account held to the order of the Seller until amounts due to the Seller paid.
10. Insolvency of Buyer
10.1 Clause 10.2 applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or is deemed either unable to pay its debts or has no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If clause 10.1 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel or terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods or Services have been delivered or performed but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
The Seller shall be entitled to retain possession of any or all of the Goods and the Buyers materials as security for payment of all sums due and unpaid by the Buyer.
12.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14 Third party rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
15. Law and Jurisdiction
This contract is governed by and shall be construed in accordance with English law and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving them notice.