1.1 All offers, quotations and tenders are made and all orders are accepted subject to the following conditions. Any variation to these conditions must be expressly accepted in writing by TP Extrusions Ltd ("the Seller").
1.2 If there is a conflict between these conditions and any other written terms of the Seller's quotation, or Order Acknowledgement, such other written terms shall prevail.
1.3 Quotations shall be available for acceptance for 28 days from date of issue and may be withdrawn by the Seller by written or spoken notice to the customer at any time before acceptance.
1.4 The Seller reserves the right to trade and deal with any customer whatsoever.
2.1 The price for the goods will be as confirmed in the Seller's Order Acknowledgement. It is the responsibility of the customer to check that this price is equivalent to that in their Purchase Order or other order form.
2.2 Until an order has become binding on the Seller, all prices are subject to change without notice.
2.3 After an order has become binding on the Seller, all prices will have VAT (and any other applicable tax) added at the appropriate rate and are subject to increase to reflect any increase in cost to the Seller caused by any delay as a result of failure of the customer to give accurate information or instructions.
3.1 The Seller shall be entitled to submit its invoice with delivery of the goods or at any time afterwards except where delivery has been postponed at the request of, or by the default of, the customer. In this instance the Seller may submit its invoice at any time after the goods are ready for delivery or would have been ready in the ordinary course but for the customer's request or default.
3.2 Where goods are delivered in instalments the Seller may invoice each instalment or stage separately and the customer shall pay such invoices in accordance with these conditions.
3.3 Unless otherwise agreed in writing or stated on the Order Acknowledgement, the invoice total shall become due for payment by the customer at the end of the month following delivery. The time of payment shall be of the essence of the Contract.
3.4 No disputes arising under the contract nor delays, otherwise than due to default by the Seller, shall interfere with prompt payment in full by the customer.
3.5 If the customer shall default in payment, the Seller shall be entitled, without prejudice to any other right or remedy, to do all or any of the following:-
3.5.1 to suspend all further deliveries and the performance of services under the contract and under any other contract or contracts between the Seller and the customer then current, without notice;
3.5.2 to charge interest on any amount outstanding at the rate of 3% per annum above the base rate of Lloyds TSB Bank plc, such interest being charged as a separate, continuing obligation not merging with any judgment together with all reasonably incurred debt recovery costs;
3.5.3 to serve notice on the customer requiring immediate payment for all goods supplied and services rendered by the Seller under this and all other contracts with the customer whether or not payment is otherwise due;
3.5.4 to sue for the price of the goods and services even though (in the case of the goods) title may not have passed to the customer.
3.6 The customer shall have no right of set off in respect of monies due from the Seller.
4.1 AllOrders will be subject to a carriage charge unless otherwise agreed by the Seller. This charge will be shown on the Order Acknowledgement.
4.2 Time for delivery is given as accurately as possible but is not guaranteed. The customer shall have no right to damages or to cancel the contract for failure for any cause to meet any delivery or completion time stated nor shall the customer be entitled to make, or to purport to make, time for delivery of the essence of the contract.
4.3 The date for delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the customer.
4.4 Failure by the customer to take delivery of or to make payment in respect of any one or more instalments of goods delivered in accordance with the contract shall entitle the Seller to treat the contract as repudiated by the customer either in whole or in part.
4.5 The Seller will endeavour to comply with reasonable requests by the customer for postponement of delivery of the goods or completion of the services but will be under no obligation to do so. Where delivery or completion is postponed, otherwise than due to default by the Seller then, without prejudice to all other rights and remedies available to the Seller, the customer shall pay all costs and expenses, including a reasonable charge for storage and transportation so caused.
4.6 The Customer shall notify any delivery shortfall or damage to the Seller, within 2 working days. Delivery issues raised after the Customer has signed for the goods shall be accepted only at the discretion of the Seller. The Customer may be required by the Seller to provide photographic or sample evidence of any damage claimed.
5.1 Packaging supplied by The Seller, unless otherwise expressly agreed in writing, is intended to provide adequate protection in normal conditions of transit of expected duration.
6.0 Risk and Title
6.1 Title to the goods shall only pass to the Buyer if the Buyer has paid to the Seller all sums (including any default interest) due from it to the Seller under this contract and under all other contracts between the Seller and the Buyer including any sums due under contracts made after this contract whether or not the same are immediately payable.
6.2 The Seller may recover goods in respect of which title has not passed to the Buyer at any time.
6.3 Until title to the goods has passed to the Buyer under these conditions the Buyer shall possess the goods as fiduciary agent and bailee of the Seller. During such time as the Buyer possesses the goods with the Seller's consent, the Buyer may in the normal course of its business sell or hire the goods or incorporate into finished goods as principal but without committing the Seller to any liability to the person dealing with the Buyer .
6.4 The Buyer shall ensure that in the event of any re-sale of the goods, the contract of sale between the Buyer and its purchaser shall contain a retention of ownership clause, which will have the same effect for the Buyer as Condition 6.1 has for The Seller.
7.1 Cancellation will only be agreed to by the Seller on condition that all costs and expenses incurred by the Seller up to the time of cancellation and all loss of profits and other loss or damage resulting to the Seller by reason of such cancellation will be paid forthwith by the Buyer to the Seller. The administration charge for any such cancellations will be a minimum of £20.
7.2 Goods returned to the Seller without the Seller's written consent will under no circumstances be accepted for credit.
8.0 Stock Orders and Despatch
8.1 Stock orders are normally despatched within two working days of Order Acknowledgement.
8.2 Orders for next day delivery must be received by the Seller by 14:00.
9.0 Tooling Costs
9.1 Depending on value of tooling, 50% or 33% must be paid as a deposit in order for order to be accepted, with the balance to be paid upon approval of samples. Work on tooling will not commence without the deposit, with a fully dimensioned and approved drawing of the tool.
9.2 Once full tooling costs are paid, the tool is then kept for the exclusive use of the customer and will be kept available for a minimum of 3 years since last order produced with it.
10.0 Exclusion of Liability
10.1 The Seller shall be under no liability to the customer for any loss, damage or injury, direct or indirect, resulting from defects in design, materials or workmanship or otherwise (and whether or not caused by the negligence of the Seller its employees or agents) other than liability for death or personal injury resulting from the Seller's negligence.
10.2 The Seller shall have no liability for:-
Any indirect or consequential losses or expenses suffered by the customer, however caused;
Loss of profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims whether direct or indirect.
11.0 Force Majeure
11.1 The Seller shall be under no liability for any failure to perform any of its obligations under the contract if and to the extent that the failure is caused by act of God, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute, shortages of labour or materials or breakdown of machinery or any other matter (whether or not similar to the foregoing) outside the control of the Seller.