GENERAL TERMS AND CONDITIONS OF SALES OF
TRELAWNY SPT LTD EQUIPMENT
All orders and deliveries are made subject to the terms and conditions as herein set out. The order constitutes an offer by the customer to purchase the goods in accordance with these conditions. The customer is responsible for ensuring that the terms of the order are complete and accurate. Any conditions stipulated by the customer which are in contradiction of our general conditions of supply shall be valid only expressly acknowledged by us in writing. Any local general terms and conditions or specific conditions of sales shall precede; these terms and conditions as herein set out shall be applicable if any loopholes, contradictions or uncertainties should arise. The order shall only be deemed to be accepted upon the supplier issuing the customer with written acceptance of the order by signing and returning to the customer a confirmation of order receipt and the supplier thereafter delivering the goods.
The goods are described in the Supplier’s catalogue. The customer shall indemnify the supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the supplier in connection with any claim made against the supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supplier following the customer’s instructions in relation to or in connection with any order. This stipulation shall survive termination of the supply contract. We reserve the right to amend the specification of the goods if required by any applicable statutory or regulatory requirements..
Quotes given by us are valid for 60 days and are confidential. If the Customer does not place a purchase order according to our quote, the Customer will return all specifications and documents upon our request.
All prices are in the indicated currency. Delivery is ex-works (Leamington Spa, UK – Incoterms 2010) excluding packing, delivery charges, insurance, VAT or any other tax or duty. We reserve the right to modify prices for goods not yet delivered if circumstances so require and to notify the Customer as soon as possible unless otherwise stated in the order documentaries.
5. Payment Terms.
Except and to the extend otherwise stipulated in the relevant quotation or order, pre-payment (proforma or L/C) is required for first time buyers and from customers with no account with us. The account holders – payment is due on presentation of invoice, unless other payment terms are granted in writing. Cheques and money drafts are considered as payment only after clearing.
6. Overdue Accounts.
If the Customer delays the payment, he shall be liable for default, without reminder, interest at the rate of 4% above the actual base rate of the Bank of England with effect from the agreed date on which the payment was due.
7. Delivery & Delivery Times.
Delivery of the Goods shall be completed in accordance with the relevant mode and category of transport pursuant to Incoterms 2010 as detailed in the order confirmation. Whilst we do our best to adhere to any promise of estimated delivery time, delivery shall not be deemed to be of the essence of the contract nor shall the delay be a ground for a claim to damages or for cancellation. Part shipments are allowed.
8. Call-off Orders.
Call-off orders are subject to the Customer’s obligation to accept full delivery within the agreed schedule but in any case, within one year after the date of our order confirmation. We reserve the right to ship any balance of goods due post this date after written notification is provided to the customer. Cost of stock keeping has to be borne by the Customer where informed in writing.
9. Amendments to Orders.
Whilst we do our best to remain flexible to accommodate amendments to any formal order, we reserve the right to refuse any requested order amendment within 3 days prior to dispatch due to packing and customs Customers requesting a delay in shipment within 3 days prior to dispatch will be liable for any costs incurred in the cancellation of transportation or any despatching costs incurred. Additionally, requested shipment delays longer than 5 days from the original informed dispatch date will incur a fee for storage/restocking which will be levied on the Customer. Requested amendments, omissions or delays to a shipment are only considered confirmed upon written notification from the supplier.
10. Quantities Delivered.
Invoicing of deliveries is performed according to actual delivery quantity and at the unit prices as stipulated in the order acknowledgement. The loss or damage of any such part in transit by or on behalf of the courier must be informed in writing to Trelawny immediately upon the arrival of the consignment. Failure to advise of a failed delivery within 3 days will result in the liability of the lost item residing with the customer. Trelawny will not accept any liability for items lost in transit beyond 3 days from the informed delivery date.
11. Title & Risk.
The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums. Until title to the Goods has passed to the Customer, the Customer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
12. Return Material.
We will accept returned material only if a written authorisation, by means of a Quality Concern Report (QCR), were obtained by us. We accept no returns for any products specifically manufactured for the customer. Material received without any prior authorisation will be returned at the Customer’s expense. A fee for administration cost and product inspection will be levied on the Customer. Parts returned due to an error on the part of the customer ordering process will be subject to a restocking fee. Goods returned damaged will not be credited.
13. Warranties and Guarantees.
Any other claims excluded and upon written request of the Customer by means of a Trelawny QCR Continuation Form (Ref:Q28C), we undertake at our discretion to repair, replace or credit as quickly as possible any parts of the goods which, before the expiry of the guarantee period of maximum 12 months, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become our property. The Customer shall bear the costs of remedying (i.e. remove, transport and reinstall) the defective parts. Excluded from our guarantee and liability are all deficiencies of the goods delivered by us, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear and tear, improper maintenance, failure to observe the operating instructions, excessive loading, use of unsuitable material, influence of chemical or electrolytic action, or resulting from other reasons beyond the supplier’s control. The customer may be liable to bear the cost of any removal, repair, transport and reinstallation of the parts subject to prior written approval and submission of a PO number to cover such costs. All claims on the part of the customer, irrespective on what grounds they are based, which are not allowed under these general conditions, in particular any claim not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract are excluded. In no case whatsoever shall the Customer be entitled to claim damages, in particular but not be limited, loss of profit and other direct or indirect or consequential damage. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part, but does apply to unlawful intent or gross negligence of persons employed or appointed by us to perform any of his obligations. The Customer is responsible to arrange for and pay for the return shipment to us or our local representative.
Customer claims must be submitted in written form immediately upon receipt of goods or immediately upon detection of claimed hidden faults. The damage of any such part in transit by or on behalf of the courier must be informed in writing to Trelawny immediately of the arrival of the consignment. Failure to advise of any damaged items as part of a delivery within 3 days of the said delivery will result in the liability of the damaged items residing with the customer. Trelawny will not accept any liability for items damaged in transit beyond 3 days from the informed delivery date.
15. Ownership of Goods.
Ownership of the goods sold shall, notwithstanding delivery, or attachment of these to other property, remain with us until we have received full payment for them.
16. Pledge or Lien.
The Customer shall have no pledge or lien on the property of the Manufacturer.
Any contract between the Parties shall be construed in accordance with English Law.
18. Technical Specifications.
Unless otherwise agreed upon, brochures and catalogues are not binding. Data provided for in documentation are only binding in so far as having been expressly stipulated as such. We reserve the right to modify any specifications without notice.
19. Design Ownership.
Information and drawings, which were delivered additionally to the sales documentation, may not be transmitted to any third party. The Customer may not transmit or make use of any information of the design and the functionality in any form whatsoever. In the event of infringement of this clause we retain the right for claiming damages. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in writing are granted to the other party, or to be implied from the agreement to supply goods.
20. Force Majeure.
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions of sale agreement if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this Contract by giving one (1) week written notice to the affected party.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.