Conditions of Sale.

1. In these conditions the following meanings apply.
‘Buyer’ the person, who orders, buys or agrees to buy goods and or services from the seller.
‘Seller’ the person who sells or agrees to sells goods and services to the buyer.
‘Goods’ the goods (Including any instalment of the goods or any parts for them) and services in which the seller is to supply in accordance with these conditions.
‘Writing’ includes telex cable, facsimile transmission, email and comparable means of communication.
2. In these conditions words that are denoting the singular include the plural and visa versa, words denoting gender shall include all genders and words denoting persons shall include bodies corporate and vice versa.

3. The seller shall sell and the buyer shall purchase the goods in accordance with any written quotation of the seller subject in either case to these conditions, which govern the contract to the exclusion of any other.
4. No variation of these conditions shall be binding unless agreed in writing by a director of the seller.
5. The seller’s employees or agents are not authorised to make representations concerning the goods unless confirmed by the seller in writing. In entering into the contract the buyer acknowledges that it does not rely on and waives any claim for breach of any such representation that are not so confirmed.
Quotations, Orders and Specifications.
6. A quotation does not constitute an offer, and the seller may withdraw or revise the same at any time before accepting the buyers order.
7. No order submitted by the Buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller.
8. The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order according to the specification submitted by the seller and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller
9. To form the contract in accordance with its terms.
10. Except as specifically stated in the seller’s quotation, a quotation, and the contract, includes only the supply of the goods indicated. Installation and/ or commissioning are the responsibility of the buyer.
11. Delivery dates or times stated in quotations are estimates only.
12. Unless otherwise agreed in writing, the seller’s quotation shall remain valid for 30 days.

13. The price is exclusive of any Value Added Tax which the buyer shall be additionally liable to pay to the seller.
14. The prices of the goods quoted or otherwise shown are estimated only, based upon circumstances then prevailing. The seller may at any time before despatch of the goods, increase prices to take account of the increases in the direct costs or overheads or taxation, exchange rate movement, or may alter or withdraw discount(s) shown.
15. Where the buyer either (i) gives instruction delaying delivery or acceptance, or (ii) makes alterations to the specification or delivery or otherwise of the goods, the seller may at its option increase the price of the goods to cover any changes in cost of supply or loss of production or loss in sales.
16. Unless otherwise agreed in writing by the seller the price excludes the cost of packaging.
17. The buyer agrees to pay a reasonable amount for the cost of proper packaging materials for the goods in transit. This may include packing materials or cases for which no credit will be allowed even if they are returned undamaged to the seller.
18. Orders accepted shall be subject to a minimum of £75.00

19. Unless otherwise agreed in writing.
20. Full payment of the total invoice value to the order shall be paid with the order.
21. The existence of the credit terms for the buyer shall only be in place if agreed and confirmed in writing by the director of the seller, who may withdraw credit terms for any buyer who is, or has persistently, in default.
22. If credit terms have been agreed and not withdrawn, payment is due in full on the 21st of the month following in which delivery took place was tendered or was suspended.
23. All cheques payable for goods supplied by Medley Precision Eng, Limited, the seller shall be made payable to Medley Precision Eng Ltd.
24. If the buyer defaults on any of these terms.
25. Payment in respect of all goods delivered by the seller to the buyer whether before or after the default shall become due and payable forthwith.
26. The seller may with hold further deliveries to the buyer.
27. The seller shall be entitled to charge interest on all outstanding amounts at the rate of 5% over National Westminster Bank base rate current from the date of the invoice to the date of payment, interest to run as well after as before Judgement and as well after as before any other resolution or appointment for the liquidation, winding-up, receivership or bankruptcy of the buyer in the event that the condition of clause 20 or clause 21 are not met.
28. Invoices not settled in full with the order or within any credit terms agreed in writing by the seller will be subject to additional charges to reflect any change in the exchange rate that is adverse to the seller.
29. The official rate of exchange shall be the closing rate of the exchange in the London Market as published in the financial times
30. Any payment by the buyer after the default may be applied at the option of the seller to any outstanding invoice or to interest before capital.
31. The buyer shall not be entitled to withhold payment of any amount payable by reason of any dispute or claim by the seller in connection and in the case of any short delivery of damaged goods delivered or available for delivery.
32. Payment terms may be revised as a result of information received from relevant checks
33. The buyer shall not be entitled to make any deduction, withholding , or set off, in respect of any amount claim from, or owing by the seller, on account whatsoever.

34. Clauses 34 to 37 will apply if the goods are export from the United Kingdom.
35. Where goods are sold CIF or FOB or by reference any other international trade defined in incoterms (Published by the international chamber of commerce) the meaning of such term contained in the then current edition of intercoterms shall apply except where inconsistent with anything’s in these conditioned
36. Unless otherwise agreed in writing the seller acknowledges the buyers order, the buyer agrees prior to shipment to pay the full price of the goods as detailed in the sellers invoice including goods and materials, delivery and any applicable tax, and any interest relating thereto and the buyer agrees the seller will commence delivery of the goods when cleared funds are received into the sellers bank account.
37. If the seller has agreed in writing prior to the seller acknowledging the buyers order that the price shall be secured by an irrevocable letter of credit in a form satisfactory to the seller, and the buyer should establish such a letter of credit, and have it confirmed by a London bank acceptable to the seller, immediately upon receipt of the sellers acknowledgement of the order. All costs and expenses of the buyer or the seller in connection with the letter of credit shall be borne by the buyer.

38. Where the seller acts on instructions of or appearing to come from the buyer or a person authorised by the buyer, the buyer shall accept any such action and pay any attributable cost increase.

39. Delivery of the goods takes place as follows:
40. If the goods are collected from the sellers Premises or the sellers suppliers premises by or on behalf of the buyer when loaded into the collecting vehicle or when leaving the premises if earlier.
41. If the goods are delivered by the seller in its own vehicle, when loaded off the delivery vehicle (or when the same would have been offloaded if suitable equipment and labour- provision of which is the responsibility of the buyer-had been available).
42. If the goods are delivered by a carrier, when loaded onto the carriers vehicle or placed in the hands of the carrier.
43. In the case of export sale, as provided in the applicable incoterm, and otherwise when the goods leave the sellers or sellers suppliers premises.
44. Any dates quoted for delivery are approximate only and the seller shall not be liable for delay in the delivery of the goods howsoever caused. Time for delivery shall not be the essence unless previously agreed by the seller in writing. The goods may be delivered by the seller in advance of the quoted upon delivery date upon giving reasonable notice to the buyer.
45. Where a fixed delivery time period has been agreed in writing between the seller and the buyer, that fixed delivery time period shall run from the time the seller has received all information, goods, materials, samples or drawings necessary to commence, and any fixed delivery date shall similarly be subject to the seller receiving such information, goods, materials, samples or drawings when necessary.
46. The goods may be delivered in instalments unless otherwise agreed, in which case 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.
47. Where successive delivery instalments are made or are due to be made to the buyer, or to the buyers that are associated with each other, whether as the multiple orders or as instalments under a single order, if the buyer is in default of payment or otherwise under any earlier delivery or instalment, the seller my suspend any later delivery without prejudice to the buyers obligation in respect either of that delivery or instalment or the earlier delivery/deliveries or instalments.
48. If the buyer fails to take delivery instructions at the time stated for delivery (Otherwise than by reason of any cause beyond the buyers reasonable control or by any reason of the sellers fault) then without prejudice to any other right or remedy available to the seller the seller may.
49. Store the goods until actual delivery and charge the buyer for the reasonable costs (Including insurance) of storage; or
50. 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 or charge the buyer for any shortfall below the price under the contract.
51. Where goods are produced to a buyers order for calling off and no delivery dates are specified then any goods not called off and may be invoiced and delivered or invoiced and stored at the buyer’s risk.

52. Risk of damage or loss of the goods shall pass to the buyer at the time of delivery (or at the time of storage under clause 49 above) or if the buyer wrongfully fails to take delivery of the goods the time when the seller has tendered delivery of the goods.
53. Notwithstanding the delivery and the passing of the risk in the goods or any other provision of these conditions the property 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, delivery and any applicable tax, and any interest relating thereto and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
54. Until such time that as the buyer has paid the seller in full for the goods and all other goods which the seller has supplied to the buyer.
55. The buyer shall hold the goods as the seller’s fiduciary agent and bailee for the seller.
56. The buyer irrevocably authorises the seller’s representatives to enter any premises where they believe the goods to be and remove them if the buyers in default.
57. If the buyer sells the goods or any of them in their original state and in ordinary course of business then, only as between the seller and the buyer, they shall be deemed it be the seller’s agent and be able to pass good title to them. The proceeds there from shall be held on trust in a separate bank account for the seller: full and complete financial records shall be maintained by the buyer to enable the seller to trace any proceeds being held on trust and on demand, all rights privileges and advantages from such sale shall be transferred to the seller.
58. The seller may trace proceeds of the sale that the buyer receives into any bank or other account that the buyer maintains.
59. If the buyer sells the goods the seller may be written demand requires the buyer to assign the seller the buyer’s rights to recover the price from the purchaser.
60. The buyer shall not assign to any other person any rights arising from the sale of the goods without the seller’s permission until such time as the buying price is paid in full. (See clause 53).
61. The buyer shall the goods separately from any other goods until they become the buyer’s property or until the buyer sells the goods and shall keep the goods properly stored, protected insured and identified as the seller’s property.
62. The buyer shall not be entitled to pledge or in any way in 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 the money owing by the buyer to the seller shall (without prejudice to any other right to remedy of the seller) forthwith become due and payable.

63. The buyers is advised to check all deliveries immediately on arrival and report instances of alleged damage or shortage in writing, both to the seller and to the carrier, as soon as possible and in any event within three days of delivery.

64. Subject to the conditions set out below the seller warrants that the goods will correspond with their specification and are of merchandise quality at the time of delivery.
65. The above warranty is given by the seller subject to the following conditions.
66. It is the buyer’s responsibility to ensure that all goods specified in the quotation conform to all relevant performance requirements.
67. The buyer shall be responsible for ensuring that the goods are installed or fitted and commissioned in accordance with the recommendations of the seller and manufacturer, and that the goods are used for the purpose for which they are designed and that any design limitations are complied with.
68. If the buyer is not the end-user of the goods the buyer shall be responsible for drawing to the attention of the end user all instructions, technical literature and other information provided by the seller.
69. The seller shall be under no liability in respect of any defect arising from wear or tear, wilful damage, negligence and normal working conditions, failure to follow the seller’s instructions, mis-use or alteration or repair of the goods without the seller’s approval.
70. Subject as expressly provided these conditions and except where the goods are sold under consumer sale (as defined by the sales of goods act 1979) all warranties conditions or other terms implied by statue or common law is excluded to the fullest extent permitted by law.
71. Any claim by the buyer which is based on any defect in the quality or condition of the goods or there failure to correspond with specification (whether or not delivery is refused by the buyer) be notified to the seller within seven working days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the seller accordingly the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
72. If any defect of workmanship or material in the goods supplied is reported to the seller within one year from the date of delivery or within such period during which the goods are covered by any warranty, guarantee or indemnity obtained by the seller from the manufacturer thereof, whichever shall be the shorter period, and the defective part of the goods in question, returned from the seller at the buyers risk and expense immediately upon discovery of such defect, the seller will at its own cost and its own option arrange for the replacement or repair of the defective part.
73. All warranties are valid only when the equipment supplied are installed and used within the conditions and operational specifications as defined at the time of quotation and as defined by the manufacture.
74. The buyer and the seller agree that the upper limited of liability of the seller for defects in or otherwise relating to the goods or any part thereof shall be the amount of the price which has actually been received by the seller for such goods not including all applicable taxes and related delivery costs.
75. The buyer acknowledges and agrees that liability insurance is available to cover the buyer and/or the end user against liability to third parties including in connection with the installation, operation, maintenance or application of the goods.
76. Consequently the buyer undertakes to keep the seller fully and effectually indemnified at all times against all and any action, claim, costs and expenses which the seller may incur, which relate in any way to the goods, except only for the liability of the seller for death or personal injury caused by the seller’s own negligence or that of the seller’s employee’s acting in the course of their employment.
77. Except in respect of death or injury caused by the sellers negligence, the seller shall not be liable to the buyer by reason of any representation or implied warranty condition or other term or any duty of common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims or consequential compensation whatsoever and (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 re-sae by the buyer except as expressly provided in these conditions.
78. The seller shall not be liable to the buyer or deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the sellers obligations in relation to the goods if the delay or failure was due to cause beyond the sellers reasonable control.

79. The seller carries out such tests as necessary before delivery.
80. If the buyer requires to carry out special tests to be carried out before delivery, and if the seller so agrees or conducts such tests, the seller may charge the buyer for the time involved and any relative expenses.
81. If the buyer carried out any tests after delivery no claim may be made which is based on the results of such test(s) unless the seller shall have been given seven clear days notice of such test(s) and every reasonable opportunity of attending, and unless such charges as are referred to in clause 80 have been paid.
82. The buyer shall be responsible for providing and/or for any loss of damage to any material used for the purpose of tests which it requires to be carried out, as well as for any loss or damage to the goods themselves in the course of such test.

83. This clause applies if-
84. The buyer make any voluntary arrangements with creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt or (being a company) goes into liquidation (Other wise that for purpose or amalgamation or reconstruction) or:
85. An encumbrance takes possession or a receiver is appointed of any of the property or assets of the buyer, or
86. The buyer ceases or threatens to cease to carry on in business or
87. 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.
88. If the clause applies then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or to suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered but not paid for the full price of the goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

89. Provided that all goods are sold to the buyer and all parts thereof shall been used only in a manner or for a purpose reasonably to be inferred by the seller from the nature of the goods or disclosed to the seller in writing prior to the making of the contract if any claim or action is made or bought against the buyer in respect of the infringement of any patent trademark or registered design arising from the manufacture or sale by the seller of the goods the buyer shall forthwith give notice to the seller of such claim or action and the seller of such claim or action and the seller shall be at liberty at its own expense but with the buyers assistance if required and in the name of the buyer contest such claim or action or conduct any negotiations for the settlement thereof. The buyer shall not make any admission which might be prejudicial to any such negotiations or litigation.
90. Subject to the proviso in clause 89, hereof the seller shall indemnify the buyer in respect of any such claim or action mentioned therein.
91. The buyer shall indemnify the seller against all claims and actions made or brought against the seller for infringement of any patent trade mark or registered design where the goods are manufactured or supplied or packaged to the buyers design and or specification.
92. Any invention disclosure or information made or received or acquired by the seller in the performance of any shall remain its property.
93. No trademarks trade name or indicia of patent rights shall be defaced or removed from goods supplied by the seller nor shall the goods be advertised or used at any show display or exhibition without the seller’s previous written consent.
94. All drawings and technical documents by either of the parties to the other party remain the property of the delivery party and the receiving party may not improperly use them to reproduce them or bring them to the knowledge of a third party.
95. The buyer shall indemnify the seller against all damages penalties, costs and expenses to which the seller may become liable as result of any work done in accordance with the buyer’s requirements under contract involving infringement or alleged infringement for the performance of the contract.

96. The seller shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing). Act of God legislation, war or threat of war, fire or accident, explosion, sabotage, insurrection, civil disturbance flood, tempest, drought, failure of power supply, lock-out, strike or any other action taken by employees in contemplation of a dispute or owing to any inability to procure materials required for the performance of the contract.
97. If due to such events the seller has insufficient stocks to meet all its commitments the seller may apportion available stocks between its customers and its sole discretion.

98. The seller may at its own sole discretion accept or reject the cancellation of any order once such order has been placed by the buyer.
99. In the event of a cancellation being accepted by the seller-
100. All goods delivered pursuant to the cancelled order must be returned in unused re-saleable condition at the buyer’s expense within four days from the date on which the seller accepted the cancellation.
101. Any goods that do not comply with the requirements of clause 99 must be collected by the buyer from the seller’s premises within four days of the seller dispatching notice to this effect to the buyers last known place of business. In default the buyer is deemed to have failed to accept the delivery.
102. The buyer will be liable to a reasonable handling charge payable to the seller in respect of the cancelled order.
103. The buyer will be liable at the sellers discretion to a charge in respect of the work done, goods and materials obtained and used applicable taxes pursuant to the cancelled order prior to the date on which the seller accepts such cancellation.
Severance.
104. If any provision (Or part thereof) in these conditions of sale is found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any other provision or the remainder of the partly invalid, ineffective or enforceable provision.
105. All provisions (or part thereof) not affected by such invalidity, ineffectiveness or unenforceability as referred to in clause 104 shall remain in full force and effect.

106. Failure to the seller to enforce at any time or for any period of any time any of the terms herein contained shall not operate as a waiver of such terms or of any rights contained herein.
107. The seller shall at all times be entitled to enforce each and every term contained herein.

108. The buyer may not assign any contract made or rights arising hereunder in whole or in part without the seller’s prior written consent.

109. Notwithstanding that any item of goods has at any time been shown to the buyer this contract does not constitute a sale by sample.
110. The seller may modify without notice: existing designs and specifications from time to time as it may in its sole discretion considered expedient.

111. Any notice required to be given either party to the other under these conditions shall be in writing and addressed to that party at its registered office or principle place of business or such address as may at the relevant time have been notified pursuant to the provisions of the party giving notice.

112. The laws of England shall govern this contract and each party hereby submits to the non-exclusive jurisdiction of the English courts.

1/10/2007 - Medley Precision Engineering Ltd, Terms and conditions of purchase.

1. No variation of these conditions shall be binding unless agreed in writing= between the authorised representatives of the buyer Medley Precision Engineers Ltd, whose office is Cannon House, 20 Hamilton Way, Oakham Business Park, Mansfield, NG18 5BU .(‘The buyer’) and the seller which term shall mean the person, firm of company selling the goods.
2. In placing this order the Buyer relies on the representations advice and recommendations made to it by the seller and its representatives concerning the goods ordered (the ‘Goods’).

3. The quantity, quality, description of and any specification for the goods shall be set out in the order.
4. All correspondence must quote the buyers order number.
5. Receipt of all orders must be acknowledged in writing to Medley Precision Engineers Limited, Cannon House, 20 Hamilton Way, Oakham Business Park, Mansfield, NG18 5BU
6. Invoices must be sent to to Medley Precision Engineers Limited, Cannon House, 20 Hamilton Way, Oakham Business Park, Mansfield, NG18 5BU
7. Advice and dispatch notes must be sent to to Medley Precision Engineers Limited, Cannon House, 20 Hamilton Way, Oakham Business Park, Mansfield, NG18 5BU
8. Statements must be sent to: to Medley Precision Engineers Limited, Cannon House, 20 Hamilton Way, Oakham Business Park, Mansfield, NG18 5BU
9. All invoices and statements must show separately the VAT rate and the amount of VAT charged at the sellers VAT registration number.
10. The buyer can cancel this order at any time by giving written notice to the seller. If the buyer exercises the right of cancellation it is to pay a reasonable price for any work already completed but will otherwise be free from liability.

11. All prices are fixed.

12. All goods must be properly package to survive transit to their destination and resist pilferage distortion, corrosion or contamination. All goods must be clearly and legibly labelled and addressed.

13. Payment to the buyer in accordance with the agreed payment terms does not constitute any admission by the buyer as to the performance by the seller of its obligations.
14. The seller agrees to deliver and unload the goods to the point of delivery given to the seller by the buyer not later than the date of delivery stated by the buyer. Time is of the essence of the contract.
15. The seller recognises that the late delivery may cause the buyer consequential loss, such as inability on the buyer to meet other contractual commitments.

16. The buyer shall not be deemed to have accepted goods until it has had reasonable period to examine them.

17. The property and risk in the goods shall pass to the buyer on delivery but without prejudice to any right of rejection.

18. If delivery is delayed by some cause totally outside the control of the seller, then he must give written notice of this within seven days after the cause of the delay arises and the buyer may then (but without prejudice to its other rights) allow extra time for delivery as is reasonable in the circumstances.

19. The goods must comply in all respects with the contract description and with statements or undertakings made by the seller or its servants or agents before giving the order and with all legal requirements applying to them. The seller agrees that all goods and services supplied by him shall be of a first class quality and recognises that the buyer has placed the order relying upon the skill and expertise of the seller and any statements and representations made by him. If the goods (or any of them) supplied are defective on delivery then the buyer may call upon the seller (but without prejudice to the buyer’s other rights) to rectify the defects or (at the buyers option) to replace the goods, in any case at the sellers expense. All the obligations in these conditions apply to any rectified or replacement goods as well as to the original goods.

20. Where the buyer purchases goods from the seller on a resale discount basis the seller shall keep the buyer fully, effectively and promptly indemnified against all loss, damages, costs and expenses awarded against or incurred by the buyer to a third party as a consequence of a sale by the buyer of such goods.

21. The buyer shall be entitled to reject goods which, do not comply with their description, are not of satisfactory quality or reasonably fit for purpose, or do not correspond with the samples. Notwithstanding that any breach of the conditions set out in this clause 15A (1) of the sale of goods Act 1979 (as inserted by the sale and supply of goods act 1994) shall not apply to any contract concluded under these conditions.

22. The seller agrees to keep the buyer fully effectively and promptly indemnified against claims for infringement of any letters patent, registered design, trademark or trade name arising out of the use or sale of the goods supplied.

This clause applies if;
23. The seller makes any voluntary arrangement with its creditors or becomes subject to administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purpose of amalgamation or reconstruction.
24. An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the seller, or
25. The seller ceases or threatens to cease, to carry on business, or
26. The buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the seller and notifies the seller accordingly.
27. If this clause applies then, without prejudice to any other right or remedy available to the buyer, the buyer can cancel the contract or suspend any outstanding obligation to take delivery of goods without any liability to the buyer.

28. The buyer is entitled to make reasonable visits to all or any of the sellers premises for the purpose of inspecting work in progress having given not less than 48 hours notice in writing of such visits

29. All drawings, specifications, patterns , materials, information and the like supplied by the buyer for the purpose of this order remain the buyers property and are to be treated as confidential and their use restricted to the sellers premises. No copies are to be made without the buyer’s prior written consent and the originals and any copies are to be returned to the buyer on request. They are to be used only for the manufacture of the goods to be supplied under this order and their contents must not be disclosed to a third party.

30. The seller may not assign this contract or subcontract any work without buyer’s written consent.

31. The contract shall be governed by and constructed in all respects in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.

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