CONDITION OF SALE
In these conditions unless the context requires otherwise "Supplier" means Hebei Rimo Metal Products Limited and any subsidiary of the Supplier by which the Goods are sold. "Buyer" means the company, firm, body or person purchasing the Goods. "Goods" means the subject matter of the contract including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery, parts, spares, commodities etc. and whether one or a number of items whether or not identical or similar. "Order" means a purchase order in respect of the Goods issued by the Buyer to the Supplier on the Buyer's official purchase order form, together with all documents referred to in it.
1.1 The supplier's quotations are not binding on the supplier and a contract (the "Contract") will only come into
being upon acceptance by the Supplier of the Order and the following conditions shall be deemed to be incorporated in the Contract. In any event, the Supplier will have accepted the Order on delivery of the Goods to the Buyer.
1.2 The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect. Any variation of the contract must be confirmed in writing by the Supplier.
1.3 Where Goods are to be supplied from stock, such supply is subject to availability of the stocks at the date of delivery.
2.1 Where the Goods are sold by reference to the Supplier's published price list, the price payable for the Goods shall be the ruling price as published in the price list current at the date of despatch of the Goods from the Supplier's works.
2.2 In other cases the price stated in the Contract is based on the cost to the Supplier of raw materials, fuel and power, transport and labour and all other costs at the date of acceptance of the order or quotation (whichever is earlier). If at the date of despatch of the Goods from the Supplier's works, or if at the date of carrying out the work, in either case there has been any increase in all or any of such costs, the price payable for the Goods may at the request of the Supplier be increased accordingly.
2.3 Where the price for the Goods is varied in accordance with Clause
2.2 the price as varied shall be binding on both parties and shall not give either party any option of cancellation.
2.4 There shall be added to the price for the Goods any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods (whether initially charged on or payable by the Supplier or the Buyer).
2.5 All the Goods are sold "ex-works" unless otherwise stated. If the Supplier arranges or undertakes the carriage, freight, insurance and any other transport costs beyond the point of delivery such costs shall be for the Buyer's account and shall not affect the provisions of the Contract as to the passing of risk.
2.6 Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and unless otherwise stated the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
3. TERMS OF PAYMENT
3.1 Prices quoted are net and are in sterling unless otherwise agreed. All pre-approved credit accounts are due for payment no later than 30 days following the date of invoice. If there is no pre-approved credit account then payment must be made prior to despatch of goods. All payments shall be made without deduction or set-off.
3.2 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle the Supplier to suspend further deliveries and work both on the same order and on any other order from the Buyer without prejudice to any other right the Supplier may have. The Supplier also reserves the right to charge interest on overdue accounts such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 4 per cent above the base National Westminster Bank plc.
3.3 The Supplier reserves the right, where genuine doubts arise as the Buyer's financial position or in the case of failure to pay for any Goods or any delivery or installment aforesaid, to suspend delivery or performance of any order or any part or installment without liability until payment or satisfactory security for a payment has been provided.
3.4 Where Goods are to be delivered outside the United Kingdom, payment must be made against delivery of the Goods or shipping documents, F.O.B. UK Port unless credit arrangements within the United Kingdom and approved by the Supplier have been made.
4. TITLE TO GOODS
4.1 Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with clause 8, title to the Goods (whether separate and identifiable or incorporated in or mixed with other Goods) shall remain with the Supplier until payment in full has been received by the Supplier;
4.1.1 for those Goods;
4.1.2 for any other Goods supplied by the Supplier;
4.1.3 of any other monies due from the Buyer to the Supplier on any account.
4.2 Until title to the Goods passes to the Buyer under clause
4.1 the Buyer shall;
4.2.1 keep the Goods separately and readily identifiable as the property of the Supplier;
4.2.2 not attach the Goods to real property without the Suppliers consent.
4.3 Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Supplier and the Buyer only) be made by the Buyer as an agent for the Supplier.
4.4 Goods shall be deemed sold or used in the order delivered to the Buyer.
4.5 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights);
4.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
4.5.2 require delivery up to it of all or any part of the Goods.
4.6 The Supplier may at any time appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer.
4.7 Each clause and sub-clause of this clause 4 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.
5. WARRANTY; LIMIT OF RESPONSIBILITY
5.1 The Supplier warrants that it will (at the Supplier's choice) either repair or replace (or refund the full purchase price of) any Goods which are accepted by the Supplier as being defective or not in accordance with the contract or any express description or representation given or made by or on behalf of the Supplier in respect of the Goods within a period of three months from despatch of such Goods from the Supplier's works (the "Warranty Period") save that thus warranty shall not apply where the defect or fault is attributable to defective materials supplied by third parties where the Buyer's only remedy is against that third party.
5.2 The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Goods or services or any workmanship in relation to them (whether or not involving negligence on the part of the Supplier) shall in all cases be limited to repair, replacement (or refund of the purchase price aforesaid) and any condition or warranty implied by law shall cease to apply after the expiry of the warranty period; and the Supplier shall not in any circumstances be liable for any damages, compensation costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
5.3 A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or installment of any order or any part of them shall not entitle the Buyer to cancel or refuse delivery of or payment for any other order, delivery or installment or any part of the same order, delivery or installment.
5.4 In respect of international supply contracts (as defined by section 26 of the unfair contract terms act 1977) only, the Seller shall have no liability to the Buyer in the event of Goods infringing or being alleged to infringe the rights or any third party.
6. DESCRIPTION AND SPECIFICATION
6.1 Unless expressly agreed in writing by the Supplier, all drawings, designs, specifications and particulars of weights and dimensions submitted by the Supplier are approximate only, and the Supplier shall have no liability in respect of any deviation from them.
6.2 The Supplier accepts no responsibility for any errors, omission or other defects in any drawings, designs or specifications not prepared by the Supplier, and the Supplier shall be indemnified by the Buyer against any and all claims, liabilities, costs and expenses incurred by the Supplier arising from them.
6.3 Corrections to Goods required by the Buyer following inspection and approvals of proofs by the Buyer shall be at the Buyer's expense and will be charged for separately.
6.4 All drawings, designs, specifications and information submitted by the Supplier shall be treated as confidential and shall not be disclosed to any third party without the Supplier's written consent or used by the Buyer other than for purposes authorised by the Supplier.
6.5 Any samples or supplies supplied to the Buyer are supplied solely for information and in no way import any express or implied conditions or warranties as to the quality, description, fitness for purpose, or merchantable quality as the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.
7. DELIVERY AND COMPLETION DATES
7.1 The dates for delivery of the Goods are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery. The Supplier will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver.
7.2 No delay shall entitle the Buyer to reject any delivery or any further instalment or part of the order or any other order from the Buyer or to repudiate the Contract or the order.
8. DAMAGE, SHORTAGE OR LOSS IN TRANSIT
8.1 Unless the contract otherwise stipulates, the risk in the Goods passes to the Buyer when the Goods are despatched from the Supplier's works and the Supplier accepts no responsibility for any damage or loss in transit, claims for damage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage or loss in transit should be complied with.
8.2 Where the contract provides for delivery elsewhere than at the Supplier's works, risk will pass at the point specified in the contract and the Supplier will entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer;
8.2.1 gives written notice to the Supplier within 14 days of non-delivery or within 3 days of the delivery of the Goods in any other case;
8.2.2 Where the Goods are transported by an independent freight carrier, complies in all respects with the freight carrier's condition of carriage for notifying claims for loss or damage in transit.
9. DELAYED ACCEPTANCE If for any reason the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery the Supplier may arrange storage of the Goods at the Buyer's risk and the Buyer shall be liable to the Supplier for reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right which the Supplier may have in respect of the Buyer's failure to take delivery of the Goods or pay for them in accordance with the Contract.
10. TERMINATION If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Buyer shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment of an administrator or if the circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Supplier, become impaired or if the Buyer shall commit any breach of the Contract the Supplier may without prejudice to its rights and remedies under the conditions stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.
11. HIRE WORK
11.1 Hire work and work involving the use of the Buyer's materials is undertaken by the Supplier only on the express understanding that the Supplier cannot be responsible for any distortion, faults or defects which appear or develop during, or are caused by, the work, however arising, even resulting from any fault or negligence or mistake of the Supplier. The Supplier gives no guarantee or warranty of any kind but subject to the availability of capacity and facilities it will endeavour to correct any such distortion, faults or defects at the Buyer's expense and risk. The Supplier shall not in any circumstances be liable for damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.
11.2 Unless it is otherwise expressly agreed in writing any waste material resulting from the performance of any hire work shall become the property of the Supplier but it is herein expressly agreed between the Supplier and the Buyer that the Supplier may at any time order the Buyer to remove any such waste material and the Buyer hereby agrees that on receipt of any such order from the Supplier it will forthwith comply with such order.
11.3 That Buyer agrees that it will reimburse the Supplier for any damage caused to any plant or machinery of the Supplier by the material supplied by the Buyer to the Supplier.
12. TOLERANCES AND TESTS
12.1 Gauges, weights, chemical composition and analysis, quantities and sizes will so far as possible be adhered to but reasonable excesses and deficiencies thereof shall be accepted by the Buyer, who shall not be entitled to reject any goods or to require replacement of any Goods on the grounds they are not precisely as specified.
12.2 Unless otherwise specifically agreed all tests, test pieces and inspections required by the Buyer will be charged extra. All tests and inspections (whether or not being tests of chemical composition) shall take place under the Supplier's standard testing arrangements, and such tests shall be final. All tests are subject to analytical tolerances. If, on receipt of seven days' notice [from the Supplier], the Buyer fails to attend for such tests, the tests shall be carried out and will be deemed to have been made in the Buyer's presence.
13. SAMPLES Sample castings will be submitted to the conditions required by the order or as mutually agreed between the Buyer and the Seller. Production of the bulk of the order will not commence until approval of the samples is received in writing.
14. PATENTS The Buyer shall indemnify the Supplier against all actions, costs, (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Supplier with the Buyer's instructions, whether express or implied.
15. INDEMNITY The Buyer agrees upon demand to fully and effectively indemnify the Supplier against all losses, damages, injury, costs and expenses of whatever nature suffered by the Supplier to the extent that the same are caused directly or indirectly by or related to;
15.1 Designs, drawings or specifications given to the Supplier by the Buyer in respect of the Goods,
15.2 Defective materials or products supplied by the Buyer to the Supplier and incorporated by the Supplier in the Goods, or 15.3 The improper incorporation, assembly, use, processing, storage or handling of Goods by the Buyer.
16. NON-STANDARD ORDERS
Where the Buyer orders Goods or materials of a type, size or quality not normally produced by the Supplier, the Supplier will use all reasonable endeavours to execute the order, but if it proves impossible, impractical or uneconomical to carry out or complete the order, the Supplier reserves the right to cancel the Contract or the uncompleted balance of it, in which event the Buyer will only be liable to pay for the part of it actually delivered.
17. PATTERNS, COREBOXES, DIES, TOOLS, DRAWINGS AND EQUIPMENT
17.1 Where the Buyer supplies patterns, coreboxes, dies, tools, drawings or equipment, the supplier shall be entitled to assume that the same are in good condition, true to drawing and entirely suitable to the Supplier's methods of production, and for the production of the Goods in the quantities required.
17.2 While the Supplier uses all reasonable endeavours to verify patterns, coreboxes, dies, tools, drawings and equipment supplied by the Buyer no responsibility is accepted by the Supplier for the accuracy.
17.3 All replacements, alterations and repairs to the Buyer's patterns, coreboxes, dies, tools, drawings and equipment shall be paid for by the Buyer.
17.4 Where the patterns, coreboxes, dies, tools, drawings and equipment are not supplied by the Buyer only those which are specially made by the Supplier and separately charged to the Buyer in full, shall, when paid for by the Buyer, become the property of the Buyer.
17.5 Carriage on patterns, coreboxes, dies, tools and equipment supplied by the Buyer will be paid by the Supplier in one direction only.
17.6 The Supplier will take all reasonable care of the Buyer's patterns, coreboxes, dies, tools, drawings and equipment while in the Supplier's possession but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of the Supplier or its agents was the direct cause of loss or damage and in those circumstances the Supplier's liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, consequential losses, loss of profits and other liabilities and losses however arising.
17.7 The Supplier reserves the right to destroy or otherwise dispose of patterns, coreboxes, dies, tools, drawings and equipment in its possession or custody (whether or not the property of the Buyer) from which a Buyer has not required Goods to be made for a period of 12 months or more in the case of patterns, and three years or more in all other cases.
18.1 Unless otherwise specified, packing cases and packing materials will be charged extra, but where stated to be returnable, will be credited in full on return to the Supplier's works carriage paid in good condition, within one month of receipt by the Buyer. Where not returnable, the Buyer will dispose of all packing in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
18.2 The Supplier uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Supplier for breakage or damage in transit on the ground of alleged unsuitability for packing.
19. ASSIGNMENT AND SUB-CONTRACTING
19.1 None of the rights or obligations of the Buyer under the Contract may be assigned in whole or in part without the prior written consent of the Supplier.
19.2 The Supplier shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
20. HEALTH & SAFETY The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Supplier (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designed or have been tested concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above. For these purposes the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.
21. FORCE MAJEURE
21.1 The Supplier shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by the Supplier being prevented, ended, delayed, cancelled or rendered uneconomic by reason or circumstances or events beyond the Supplier's reasonable control ("Force Majeure Circumstances") including but not limited to strikes, lockouts, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, materials or transport or other circumstances affecting the supply of the Goods or of raw materials by the Supplier's normal source of supply or the manufacture of the Goods by the Supplier's normal means or the delivery of the Goods by the Supplier's normal route or means of delivery. 21.2 In Force Majeure Circumstances the Supplier may in its sole discretion terminate the Contract for the supply of Goods pursuant to these conditions or cancel delivery of Goods to the Buyer or may, with the agreement of the Buyer, deliver Goods at an agreed rate of delivery commencing after any suspension of the deliveries. 21.3 If due to Force Majeure Circumstances the Supplier has insufficient stocks to meet all its commitments, the Supplier may apportion available stocks between its customers at its sole discretion.
22. WAIVER Failure by the Supplier to exercise or in exercising any right or remedy under any contract subject to these Conditions shall not constitute a waiver of the right or remedy or any other rights or remedies and no single or partial exercise of any right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
23. LIEN The Supplier shall be entitled to a general lien on all goods and property owned by the Buyer in the Supplier's possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any Goods sold and delivered to the Buyer under any contract. The Supplier shall be entitled to offset any sum or sums owing to it from the Buyer against any sums owed to the Buyer by the Supplier.
24. LICENSES AND CONSENTS If any license or consent of any Government or other authority shall be required for the acquisition, carriage or use of the Goods by the Buyer, the Buyer shall obtain the same at his own expense and if requested produce evidence of the same to the Supplier on demand. Failure to obtain any licence or consent shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Supplier resulting in such failure shall be for the Buyer's account.
25.1 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.
25.2 Any notice or document shall be deemed served, if delivered, at the time of delivery, if posted, 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.
26. INVALIDITY The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
27. LAW AND JURISDICTION The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the