Terms and Conditions

1) General

Contracts and orders are only entered into or accepted subject to the “Company” (Investment Castings (Congleton) Ltd.) conditions of sale as herein printed. The “Company” conditions shall not be deemed to have been altered, modified or varied by any conditions stipulated by the Buyer, unless such alterations, modifications or variations have been expressly accepted in writing by the “Company”.

2) Quotation and Order Acceptance

A quotation is not an offer and may be withdrawn without notice. Any order given in respect of a quotation is not binding on the “Company” until a written order is received and accepted by “The Company”.

3) Variation of Prices

Quotations are based on current rates of wages, raw materials and general commodities and unless the “Company” and Buyer have agreed that they shall be fixed are subject to adjustment in the event of any increases or decreases in such rates. In the case of such changes occurring during the currency of an order, the price of the undelivered portion of the order outstanding at the date of such change shall be subject to proportionate adjustment.

3.1 All prices quoted are unless otherwise stated exclusive of VAT, levies or duties from time to time in force all of which will be paid in addition to the price to the “Company”. The “Company” reserves the right without notice to vary the prices to take account of any increase in the cost of materials or transport and current rates of any import or export duty or other Customs and Excise Duty or Government levy.

The price unless otherwise stated is not inclusive of delivery which will be charged in addition. If the Buyer specifies in writing any packaging requirements, insurance, other than any provided as standard by the Company then this will be charged in addition to the price quoted.

4) Dies and Tools

  1. Tooling produced by “Company” that is the property of the Buyer by contract, the “Company” will normally, but without obligation to do so, retain them for not more than one year from the date of completion of the last order. The Buyer has, unless otherwise agreed, the exclusive right to the use of the tooling and they will not be used for any other Buyer without his consent. Only where specifically agreed between the parties will tooling become the property of the “Company”.
  2. Buyer's own tooling is operated at the Buyer's risk and responsibility and without any liability, (save in respect of death or personal injury resulting from the negligence of the “Company” being attached to the “Company”

5) Stock Items

Where the company has agreed to stock hold products for the Buyer then notwithstanding anything contained within the Contract such stock held products will be at the risk of the Buyer from the date of production.

Any change to a Buyers product specification of a stock held product rendering the product scrap or requiring additional work will result in the Buyer being liable for the cost of the product.

6) Dimensional Tolerances

Unless otherwise agreed by contact drawing and/or specifications, the work will be performed to the appropriate standards of commercial tolerances as established under current British Standards applicable.

7) Defective Work or Material

  1. Every effort is made to ensure sound materials and good workmanship. In the event of any goods being shown to be defective owing to faulty material or workmanship the “Company” liability in respect thereof shall be limited to:
    1. rectification of such defects or replacement of such goods in the condition originally specified, or if rectification or replacement is not practical the granting of credit to the Buyer of the value of the goods at the invoice price. No liability or credit will be excepted if the Buyer carries out rectification work without prior authorisation in writing from the “Company”. All rejections must be returned to the “Company” before credit is paid unless otherwise agreed; and
    2. claims made within six months of the date of receipt of the goods by the Buyer provided that the defective goods are returned carriage paid to the “Company” works within the six month period. (See also 10 Terms of Payment)
  2. The “Company” shall not be responsible for the quality or fitness for any purpose of any goods made to the Buyer's specifications and designs whether or not such purpose is made known by the Buyer to the “Company”. Save in respect of death or personal injury resulting from the negligence of the “Company”, the “Company” liability in respect of or consequent upon any defect as set out in clause
  3. above whether in original or replaced goods, material or workmanship is limited as aforesaid and does not extend in any circumstances to cover any other expenditure incurred nor any indirect consequential or incidental injury loss or damage or loss of profit.

NOTE: Nothing in this Clause shall restrict the Buyer's rights under the Unfair Contract Terms Act, 1977.

8) Indemnity Against Infringement of Patents.

The Buyer shall indemnify the “Company” against any claim or liability in respect of any infringement of a patent or registered design, copyright or other industrial property resulting from compliance with the Buyer's instructions expressed or implied.

9) Proprietary Information

All information which the “Company” has divulged or made divulged to the Buyer and any information relating to the “Company” business, products or processes, which may have come or may come into the possession of the Buyer in the course of quoting and or carrying out the order shall be treated by the Buyer in confidence and shall not without the prior written consent of the Seller be disclosed to any third parties.

10) Terms of Payment

Following Sample Approval by the Buyer an invoice will be issued for Tooling, Samples and any relevant carriage. Payment for Tooling will be made in Sterling within 7 days of the invoice date. Payment for Tooling and Samples is required before any further orders will be processed.

Payment for goods will be made in Sterling to the “Company” within 30 days of the invoice date. Payment is not to be refused or delayed because of any alleged defect in the goods. Time will be of the essence in respect of such payment and where such payment is not received within the time limit specified then interest 2% above the Bank rate at the time shall be applied. Defective goods must be returned within seven working days of receipt with reason for rejection stated in writing.

Without prejudice to its other rights and remedies the “Company” may suspend further delivery of any goods ordered by the Buyer from the “Company” until the default of payment has been remedied and will be under no liability to produce any goods for delivery to the Buyer, nor will it be liable for any loss arising from such non-delivery notwithstanding that an order may have been placed with the Company

11) Packing Materials

Substantial packing materials such as pallets and stillages provided by the “Company” which are not charged as extras must be returned within 28 days and a receipt obtained, otherwise the aforesaid will be charged to the Buyer as extras.

12) Damage; Loss in Transit by Carriers other than the “Company” transport

The “Company” does not accept any responsibility for goods in transit unless such damage is reported by separate notice in writing to the carriers and to the “Company” within three days of receipt of goods by the consignee and the goods have been signed for as not examined. In the event of non-delivery of the goods in whole or in part, no claim can be entertained unless notice in writing of such non-delivery reaches the “Company” within such time from the date of despatch as would enable a claim to be made on the carrier.

13) Delivery Arrangements.

Estimated delivery dates are given in good faith but the “Company” shall not be liable for failure to deliver on these dates, nor shall such failure be deemed to be a breach of the Contract, or any of its conditions, or part thereof.

14) Force Majeure

In the event of dislocation of work in the establishment of the “Company” during the currency of the Contract, owing to strikes, lock-outs, trade disputes, breakdowns, accidents, lack of supply of materials, parts or power and/or causes beyond control, deliveries may be partially or wholly suspended until the dislocation in working is ended. The time of any such suspension will be added to the time of original Contract.

15) Ownership – Retention of Title

The ownership of the goods to be delivered by the “Company” would only be transferred to the Buyer when he had met all that is owing to the “Company” no matter on what grounds. Until the date of payment, the Buyer, if the “Company” so desires, is required to store the goods in such a way that it is clearly the property of the “Company”.

If the “Company” and Buyer agree that, if the Buyer shall make any alteration to the goods or otherwise deal with the goods as to make them indistinguishable from other same delivered goods the “Company” will be given the ownership of the new goods as Surety of the full payment of what the Purchaser owes the “Company”.

The Buyer will keep records in an orderly and efficient way so as to clearly distinguish the goods in its records as belonging to the “Company”.

The “Company” reserves the right to remove any unpaid goods from the Buyers premises.

16) Miscellaneous

  1. This contract shall be governed by and construed in accordance with the Law of England & Wales and the parties shall submit to the exclusive jurisdiction of the English Courts.
  2. This agreement supersedes all and any previous agreement with the “Company” and any variation to this agreement will be effective only if it made in writing and signed by the “Company” .
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