CONDITIONS OF SALE
In these conditions The Company means Automotive Cleaning Chemicals Limited, or
any successor in title to the Companys business. The Customer means any Company,
Firm, Partnership, Association, Individual, Health or Public Authority or Agent thereof to
whom the Company supplies or sells goods.
1. SCOPE OF CONDITIONS The acceptance of an Order by the Company shall be
deemed to incorporate these conditions into the Contract and, in the event of any difference
or inconsistency between these Conditions of Contract and any conditions
attached to or incorporated in any Order from the Customer or any conditions at any
time in relation to the Order, these conditions of contract shall prevail.
2. QUOTATIONS The Company reserves the right to withdraw or cancel any quotation
at any time without notice. Unless previously withdrawn or cancelled, the Companys
quotation expires sixty days after the date thereof. Unless otherwise stated all quotations
are on an ex-works basis and carriage and packing will be charged extra.
3. VARIATION OF PRICES
(i) The Company reserves the right to alter prices without notice should any fluctuation
in costs arise which all outside .the Companis control, and which affect all or
any part of an Order after the acceptance of such Order.
(ii) Any alteration by the Customer in design, formulation, specification or quantities
and any suspension of work on instructions, or due to lack of instructions, from the
Customer will involve the alteration of the agreed or quoted prices if costs are
(iii) In the case of quotations submitted on the basis of prices ruling at the time, the
Company reserves the right to make adjustments for escalations in material or
labour costs in accordance with NEDO or other agreed indices formula.
4. DELIVERY The time given for delivery of goods runs from the later of the Companys
acceptance of a written Order and where applicable receipt of all other necessary information,
specifications and free-issue materials or components finally approved by the
Company in writing. Dates for delivery are given in good faith but are not guaranteed.
The Company shall be under no liability whatsoever for any delay in delivery or in performance
of any Order by reason or in consequence of force majeure or any other matter,
occurrence or cause outside the Companys control including, but not limited to,
civil disturbance, war, fire strikes, lockouts, labour troubles, Government restriction,
shortage of supplies of fuel or power, or the Customers fault or omission.
Delivery shall be deemed to be effective and risk in the goods shall pass:
(i) in the case of goods to be collected by the Customer or the Customers agent -
when the goods are loaded on the vehicles collecting them;
(ii) in the case of goods delivered within the UX by the Company or the Companys
agents - when the goods are unloaded from the vehicles delivering them at the
address nominated by the Customer or the Customers agent for delivery;
(iii) in the case of goods to be exported by the Company - when the goods pass over
the ships rail as follows:-
Goods shipped F.O.B At the port of loading
Goods shipped C and F At the port of loading
Goods shipped CLF. At the port of destination
5. RETENTION OF TITLE
(i) Whether or not the risk in goods sold shall have passed to the Customer, the property
in goods sold shall be and remain in the Company until the Company has
received payment in full for the goods together with payment in full for any other
goods supplied by the Company to the Customer, the price for which is overdue
for payment. Pending receipt by the Company of such payments, the Customer
shall hold the goods for the Company as fiduciary bailee.
(ii) When payment for the goods is overdue or the Customer suffers distress or execution
to be levied against his or its effects, makes an arrangement or composition
with creditors or, being a corporate body, enters into liquidation (otherwise than
for the purpose of amalgamation or reconstruction where the corporate body, as
amalgamated or reconstructed, accepts in full the Customers liability to pay for the
goods), or has a receiver appointed for the whole or any part of its undertaking or,
being an individual, has a receiving order in bankruptcy made against him then:
(a) if the Customer remains in possession of the goods, whether or not the
Customer has sold them, the Company shall be entitled to recover the
goods from the Customer, or
(b) if the Customer has parted with possession of the goods by way of sale,
whether or not the goods have been mixed with or incorporated into other
goods, the Customer, having sold them as educiary bailee, shall hold in
trust for the Company as much of the proceeds of the sale of the goods as
represents the Customers liability to the Company in respect of them.
6. INSTALLMENTS Where the goods are delivered by installments each delivery shall
be deemed to constitute a separate enforceable contract but the Company, may, without
prejudice to any other rights it may have, treat a failure to accept or pay for any installment
as a repudiation of the entire contract.
7. CLAIMS FOR DAMAGE, SHORTAGE OR LOSS
(i) No claim for damage in transit, shortage of delivery or loss of goods will be entertained
(a) in the case of damage in transit or shortage of delivery, notification of the
particulars is made to the Carrier concerned and to the Company within
three days of the receipt of the goods and this is followed by a complete
claim in writing to the Carrier (if appropriate) and the Company within five
days of receipt of the goods;
(b) in the case of loss of goods consigned to a destination within the U.K. written
notice is given to the Carrier concerned and to the Company within ten
days of the date of despatch;
(c) in the case of loss of goods consigned to a destination outside the U.K.
notice in writing is despatched to the Carrier concerned and to the
Company within ten days of the expected date of arrival.
7. CLAIMS FOR DAYIAGE SHORTAGE OR LOSS (CONTD)
(ii) Damaged goods in respect of which any claim is made shall be preserved intact
for a period of fourteen days from the notification of the claim if located inside the
U.K. and for a period of forty-five days from such notification if located outside
the U.K. within which period the Carrier (if appropriate) and the Company shall
have the right to inspect the goods and to attend the Customers premises, or its
Agents premises, to investigate the complaint.
Any breach of this Condition shall disentitle the Customer to any allowance in respect
of the claim.
8. TOOLS AND JIG-CUSTOMERS PROPERTY All tools, jigs, dies, moulds or other
equipment, whether or not the cost thereof or any part of the cost thereof be quoted or
otherwise included with the price of goods, shall remain the property of the Company
unless otherwise agreed in writing. They will be stored by the Company for a reasonable
period of time in anticipation of further orders, but the Company will not accept
any liability for any loss or damage thereto from whatever cause. The Company will not
accept any responsibility for any loss or damage (howsoever arising) to any tool, jig,
die, mould or other property of the Customer in the possession of the Company. In the
event of a Customer ordering a smaller number of goods than that specified in the quotation
or failing to take delivery of such full quantity within the period stated in the quotation
the Company reserves the right to charge to the Customer the whole, or a proportionate
part as may be appropriate, of the cost of making the tools, jigs, dies, moulds or
other equipment, taking into account the part of such cost stated in the quotation. The
quotation is based on the assumption that where tools, jigs, dies, moulds or other equipment
are to be provided by the Customer, the same will be suitable for the Companys
machines and methods of manufacture.
9. IMPROVEMENTS AND ALTERATIONS The Company, whose policy is one of
continuous improvement, reserves the right to make, without notice, any changes in
materials, dimensions and design which, having regard to all the circumstances, it
thinks reasonable or desirable, provided that the customer shall not be required to
accept goods substantially different from those specified in the order.
10. ILLUSTRATIONS AND DESCRIPTIONS All illustrations, photographs and
descriptions are intended as a general guide only and shall not form part of any contract
or order unless otherwise agreed.
11. TESTS AND INSPECTION Any test or inspection of the goods which may be
required by the Customer, other than the Companys usual or routine test or inspection
and which is agreed by the Company, shall, unless otherwise agreed, take place at the
Companys works at a time convenient to the Company and at the Customers expense.
12. INDEMNITY The Customer shall indemnify the Company against all damages, penalties,
costs and expenses to which the Company may become liable as a result of work
done in accordance with the Customers specification whether arising from infringement
or alleged infringement or any copyright or patent or registered design, or any
misuse or alleged misuse of any confidential information, or otherwise.
13. INSOLVENCY If the Customer shall commit an act of bankruptcy or become insolvent
or shall make any composition or arrangement with its creditors or, being a
Limited Company, shall go into liquidation (other than a members voluntary liquidation
in connection with a scheme of amalgamation or reconstruction) or suffer the
appointment of a receiver of its undertakings, property or assets or any part hereof, the
Company shall thereupon be entitled to terminate the Contract forthwith by notice in
writing and without prejudice to the Companys other right hereunder to recover from
the customer any loss on sale of the goods the subject of the Contract.
14. CANCELLATION OR REDUCTION Orders placed cannot be cancelled except with
the Companys consent and on terms which will indemnify the Company against loss.
Goods returned without the Companys consent will not be accepted for credit.
15. TERMS Prices quoted are strictly nett unless otherwise specified on the Companys
quotation or invoice and are exclusive of value added tax. When value added tax is
imposed, it will be added to prices at the appropriate rate(s). Subject to satisfactory
trade references being provided by the Customer, accounts shall be due for payment not
later than the 20th day of the month following the date of the invoice. Failure by the
Customer to make punctual payment shall entitle the Company to suspend any outstanding
deliveries or to cancel the contract at the Companys option and without prejudice
to the Companys rights to damages. The Company shall have the right to charge
interest on overdue accounts at 2% over the base rate for the time being of the Lloyds
16. CONSTRUCTION Any Contract resulting from the Companys acceptance of a
Customers order shall be governed by and constructed according to the Laws of
England. Any dispute(s) arising out of the Contract shall be referred to arbitration in
England in accordance with the provisions of the Arbitration Act of 1975 or any statutory
modifications thereof for the time being in force.
17. ASSIGNMENT The Contract or any part shall not be assigned by the Customer without
the prior written consent of the Company.
18. WARRANTY No warranty, condition or representation as to description, condition,
quality or suitability whether collateral to the Contract or otherwise is given or deemed
to have been given or implied and any statutory or other warranty, whether express or
implied and whether collateral to the Contract or otherwise, is hereby excluded and
extinguished, except in relation to liability for death or injury resulting from negligence.
Without prejudice to the foregoing, the Company shall repair or replace any goods or
products of the Companys own manufacture which, during the 12 months immediately
following the delivery of the goods or completion of the Contract as the case may be,
are found to be defective due to faulty workmanship or materials, exclusive of normal
wear and tear, misuse and neglect. Within 14 days of the discovery of the alleged defect
the Customer shall return the goods properly packed to the Companys works, unless
otherwise arranged. If necessary, the Customer will allow authorised representatives of
the Company to inspect the allegedly faulty goods on the Customers premises at a
mutually convenient time. If the defect is due to faulty workmanship or materials the
Company shall, at its own option, repair or replace the faulty goods. Save as provided
in these Conditions of Contract and save as in relation to death or personal injury resulting
from the negligence of the Company, the Company, its servants and agents shall not
in any event be liable for any injury loss or damage, including consequential damage,
loss of profit or expenses of any kind whatsoever, howsoever caused, arising in connection
with the goods supplied by the Company.