Terms & conditions of sale
1.1 In these Conditions the following words have the following meanings:
“Buyer” the person(s), firm or company who purchases the Goods from the Company;
“Business Day” any day other than a Saturday or Sunday or bank holiday in London;
“Company” Linear Composites Limited (Reg. No. 2380921) whose registered office is at Vale Mills, Oakworth, Keighley, West Yorkshire, BD22 0EB;
“Contract” any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
“Goods” any goods specified in the Quotation or Order Acknowledgement to be supplied by the Company to the Buyer (including any part or parts of them);
“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date the Contract is made;
“Quotation” the written quotation of the Company (if any) relating to the supply of the Goods;
“Order” an order from the Buyer for the supply of Goods by the Company;
“Order Acknowledgement” a written acknowledgement from the Company to the Buyer accepting an Order.
1.2 The headings in these Conditions are for convenience only and will not affect their interpretation.
1.3 Unless the context otherwise requires, any term or expression which is defined in Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
- APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.2, the Contract will be subject to these Conditions to the exclusion of all other terms (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or otherwise).
2.2 Unless otherwise agreed in writing by the Company, these Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless agreed in writing and signed by a duly authorised representative of the Company.
2.3 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions. Nothing in this Condition 2.3 will exclude or limit the Company’s liability for fraudulent misrepresentation.
3.1 Each Order or acceptance of a Quotation by the Buyer shall be deemed to be an offer from the Buyer to purchase Goods subject to these Conditions.
3.2 No Order shall be deemed to be accepted by the Company until a written Order Acknowledgement is issued by the Company or (if earlier) the Goods are delivered to the Buyer.
3.3 Any Quotation is given on the basis that no contract will come into existence until either the Company despatches an Order Acknowledgement or (if earlier) the Goods are delivered to the Buyer. A Quotation is valid for the period specified therein, or where no period is specified, for 30 days only from the date of
the Quotation, provided that the Company has not previously withdrawn it.
3.4 The quantity and description of the Goods shall be as set out in the Order Acknowledgment.
3.5 It is the Buyer’s responsibility to ensure the accuracy of its Order (including any applicable specification) and for supplying the Company with any information it may require for the purpose of fulfilling an Order within a sufficient time to enable the Company to perform a Contract in accordance with its terms.
3.6 No Order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss, costs, damages, charges and expenses incurred by the Company as a result of such
- PRICE & PAYMENT
4.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Quotation or the Order Acknowledgement (the “Price”).
4.2 Unless otherwise specified in the Quotation or otherwise agreed by the Company in writing, the Price shall be exclusive of:
(a) any value added tax and any duties, costs or charges relating to customs clearances of the Goods; and
(b) where the Company agrees to deliver the Goods otherwise than at the Company’s premises, all costs or charges in relation to shipping, carriage and insurance
all of which amounts the Buyer shall be additionally liable to pay the Company in accordance with these Conditions when it is due to pay the Price.
4.3 Unless otherwise agreed in writing by the Company, the Company shall be entitled to invoice the Buyer for the Price on or at any time after the Goods are despatched from the Company’s premises. The Company shall be entitled to recover the Price notwithstanding that ownership of any of the Goods has not
passed to the Buyer.
4.4 Unless otherwise agreed in writing by the Company, payment of the Price shall be due in pounds sterling within 30 days of the date of the Company’s invoice, and time for payment shall be of the essence. No payment shall be deemed to be received until the Company has received the same in cleared funds.
4.5 The Buyer shall make all payments due to the Company in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
4.6 If the Buyer (a) fails to make any payment to the Company when due, or (b) makes or proposes a composition with its creditors, or (c) has a bankruptcy order made against him, or (d) (being a body corporate) convenes a meeting of its creditors (whether formal or informal), enters into liquidation (whether
voluntary or compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or takes or suffers any similar action, or (e) suffers or allows any execution, whether legal or equitable, to be levied upon its property or obtained against it or (f) suffers anything analogous to the matters set out in (b) to (e) of this Condition in any jurisdiction or (g) fails to observe any of its material obligations under
any Contract and/or these Conditions or (g) is unable to pay its debts within the meaning of the Insolvency Act 1986 or (h) ceases to trade or (i) if the Company has reasonable cause to believe that any of these events set out in this Condition 4.6 is likely to occur, then without prejudice to any other right or
remedy available, the Company shall be entitled to:
(a) cancel the Contract, suspend further deliveries or stop any Goods in transit;
(b) demand immediate payment of all outstanding invoices in respect of any Goods supplied to the Buyer by the Company;
(c) where title in respect of any Goods has not passed to the Buyer, enter, without prior notice, any premises where the Goods owned by the Company may be stored to repossess the same;
(d) charge the Buyer the costs incurred by the Company in recovering any outstanding sums including (without limitation) legal costs and disbursements; and/or
(e) charge the Buyer an amount equal to any bank charges incurred by the Company as a result of the Buyer’s non-payment including (without limitation) charges in respect of returned cheques or special clearances.
5.1 The Goods shall be delivered to the place for delivery as specified in the Quotation or the Order Acknowledgement, or in the absence of such specification, at the Company’s place of business at any time after the Company has notified the Buyer that the Goods are ready for delivery.
5.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence.
5.3 Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused
directly or indirectly by any delay in the delivery of the Goods howsoever arising.
5.4 Unless otherwise agreed by the Company in writing, where the Goods are supplied for export from the United Kingdom, the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
5.5 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less of the quantity or volume accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods on a pro rata basis (provided
that variations not exceeding 1% shall be disregarded).
5.6 If for any reason the Buyer fails to take delivery of any of the Goods at the time agreed for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or the Company’s fault) when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer
has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods will immediately pass to the Buyer;
(b) the Goods will be deemed to have been delivered;
(c) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, the costs of storage and insurance); and/or
(d) the Company may sell the Goods at the best price readily obtainable and account to the Buyer for any excess over the Price (after deducting all storage costs and expenses of sale) or charge the Buyer for any shortfall below the Price (as appropriate).
5.7 The Company may deliver the Goods by separate instalments. Each separate instalment will be invoiced and paid for in accordance with the provisions of these Conditions. Each instalment will be a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with
these Conditions will not entitle the Buyer to repudiate or cancel any other contract or instalment.
6.1 The Company shall not be liable for any non-delivery of Goods (howsoever caused) unless the Buyer gives written notice to the Company of the non-delivery within 3 Business Days of the date of delivery.
6.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
- TITLE & RISK
7.1 Subject to Clause 7.2, the risk of damage to or loss of the Goods shall pass to the Buyer on delivery or deemed delivery taking place.
7.2 Where the Goods are supplied for export from the United Kingdom, unless otherwise agreed in writing by the Company, the Goods shall be offered on an ex works UK basis and the Company shall be under no obligation to give notice under section 32(3) of the Sales of Goods Act 1979. The Company shall have no liability in respect of any damage to the Goods which occurs during shipment.
7.3 Notwithstanding delivery and the passing of risk in the Goods, ownership of the Goods shall not pass to the Buyer until the Company has received payment in full (in cash or cleared funds) of all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the
Buyer on any account.
7.4 Until ownership of the Goods has passed to the Buyer, the Buyer must:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
(c) not pledge or in any way charge by way of security for any indebtedness any of the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company; and
(e) hold the proceeds of the insurance referred to in condition 7.4(d) on trust for the Company and not mix them with any other money, or pay them into an overdrawn bank account.
7.5 Until such time as ownership of the Goods passes to the Buyer in accordance with these Conditions, the Company may at any time require the Buyer to deliver up the Goods. The Buyer hereby grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the
Goods are or may be stored in order to inspect them or to recover them in accordance with these Conditions.
7.6 Any specification or data sheet provided by the Company and all and any intellectual property therein shall at all times remain the property of the Company and the Buyer shall not publish or supply the same to a third party without the prior written consent of the Company.
7.7 On termination of the Contract howsoever caused, the Company’s rights contained in this Condition 7 will remain in effect.
8.1 The Company warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) correspond with the then current specification in respect of such Goods.
8.2 Save as expressly provided in these Conditions, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract to the fullest extent permitted by law.
8.3 The Company shall not be liable for a breach of any of the warranties in Condition 8.1 unless:
(a) the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 3 Business Days of delivery, or within 3 Business Days of when the Buyer discovers or reasonably ought to have discovered the defect; and
(b) the Company or its authorised agent is given a reasonable opportunity after receiving such notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business for the examination to take place there.
8.4 The Company shall not be liable for any defect in the Goods or for any breach of the warranties in Clause 8.1 above if:
(a) the Buyer makes any further use of such Goods after giving notice of a defect in respect of such Goods; or
(b) the defect arises due to a failure to follow the Company’s oral or written instructions or the improper storage, use, maintenance or installation of the Goods; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company; or
(d) the defect arises from wilful damage, fair wear or tear, negligence or abnormal working conditions;
(e) the defect arises from any specification supplied by the Buyer.
8.5 For the avoidance of doubt, where the Goods supplied are PARAFIL™ Ropes, the Company shall have no liability to the Buyer whatsoever in respect of any loss or damage caused by the aramid fibre within such Ropes when the fibre is allowed to come into contact with water whilst electricity is present, which
leads to a reduction or deterioration in the performance of such Ropes.
8.6 Subject to Conditions 8.3 to 8.5 (inclusive), where a valid claim is notified to the Company in accordance with these Conditions based on a breach of any of the warranties in Condition 8.1, the Company shall at its option supply a replacement or repair the Goods (or the defective part) free of charge, or refund the
Price paid (or a proportionate part thereof) in respect of such Goods, in which case the Company shall have no further liability to the Buyer. The Company shall not be liable for any costs or expenses relating to the removal or the reinstallation of the Goods (or the defective part thereof) in connection with a repair
or replacement made pursuant to this Clause 8.6.
8.7 Any recommendations or suggestions relating to the use of the Goods by the Company which are included in any technical or other literature, or provided in response to a specific enquiry or otherwise supplied by the Company shall be given in good faith but the Buyer must satisfy itself that the Goods are suitable for its own purposes, and the Company gives no warranty that the Goods are suitable or fit for any particular purpose regardless of whether such intended purpose has been made known to the Company (whether in the Order or otherwise).
- LIMITATION OF LIABILITY
9.1 The following provisions of this Condition 9 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer or any other person of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortuous act or omission including (without limitation) negligence arising under or in connection with a Contract.
9.2 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation.
9.3 Subject to Condition 9.2:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Contract shall be limited to the Price; and
(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, loss of contract, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in
connection with a Contract or the use or resale of the Goods by any person.
The Buyer shall not be entitled to assign a Contract or any part of it without the prior written consent of the Company.
- FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel a Contract or reduce the volume of the Goods ordered by the Buyer (in each case without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including
(without limitation) acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, radioactive contamination, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable materials PROVIDED that, if the event in question continues for a continuous period in excess of 60 Business Days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
12.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy it may have.
12.2 If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of these Conditions (and the remainder of such
provision) shall continue in full force and effect.
12.3 Failure or delay by the Company in enforcing or partially enforcing any provision of these Conditions will not be construed as a waiver of any of its rights hereunder.
12.4 No waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall be deemed a waiver of any subsequent breach or default of the same or any other provision.
12.5 None of the provisions of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.6 All aspects of the Contract shall be governed by English law and the Buyer agrees to submit to the jurisdiction of the English courts, or such other courts as the Company may nominate.
13.1 All communications between the parties pursuant to the Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission or e-mail:
(a) (in case of communications to the Company) to its registered office or such other address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.