1. GENERAL TERMS
1.1 In the following terms and conditions of sale (“these conditions”) the following words and expressions shall have the following meanings:
1.1.1 “the company” means E.H. Thompson & Son (London) Limited trading as JH May
1.1.2 “the customer” means the purchaser of any goods or services from the company
1.1.3 “Goods” means any goods, products, materials, machinery, equipment, articles, items, work or services forming the subject to this Contract (including parts and components incorporated in them) to be sold or provided by the Company to the Customer.
1.1.4 “Quotation” means any quotation or tender in relation to the Goods.
1.1.5 “Contract” means any contract to sell Goods and Services by the Company to the Customer upon these conditions.
1.2 Headings are used for convenience only and shall not form part of the construction here of..
2.1 These conditions, subject to and together with any variation agreed between the Company and the Customer in accordance with Clause 2.2 hereof shall constitute the entire contract between the Company and the Customer and these conditions shall override and supersede any previous agreement or arrangement between the Customer and the Company in relation to the subject of this Contract and in particular shall override and exclude any terms and conditions imposed by the Customer:
2.2 No variation of these conditions shall bind the Company unless expressly agreed in writing by an Officer of the Company being a Director of the Company or the Company Secretary.
3. QUOTATIONS BY THE COMPANY
3.1 A quotation given by the Company to the Customer does not constitute an offer to supply and no Contract exists unless and until the Company has issued to the Customer an Acknowledgement of Order.
3.2 The placing of an Order for the goods by the Customer and the issue of the Company's Acknowledgement of Order thereof shall be deemed to be subject to these conditions which shall be to the exclusion of any other provisions contained in any document issued by the Customer.
3.3 Prices quoted by the Company are exclusive of V.A.T., which shall be added to the Contract price.
4 PRICE AND PAYMENT
4.1 The due date for payment shall be on or before collection or delivery unless previously agreed in writing.
4.2 If payment of the contract price or any part thereof is not made on the due date the Company shall be entitled, without prejudice to any other rights or remedies it may have, to charge interest (which shall accrue from day to day after as well as before judgment) on a daily basis on the outstanding amount of 4% per annum above the Base Rate of Barclays Bank PLC for the time being in force and all other credit facilities shall be withdrawn and consequently all other sums outstanding shall become immediately payable(hereinafter referred to as the “revised due date”).
4.3 In respect of sums payable on the revised due date, the interest provisions as outlined in Clause 4.2 hereof shall apply.
4.4 Where the Company incurs costs in the collection of any outstanding amount, the Customer shall reimburse to the Company all costs and expenses (including legal costs) so incurred.
5.1 Unless otherwise agreed in writing, time for delivery shall run from the date of the Company's Acknowledgement of Order and delivery shall be deemed to have taken place when the Company notifies the Customer that the goods are ready for delivery or collection to the Customer's instructions.
5.2 Without prejudice to any other rights of the Company, the Company shall be entitled to extend the time for delivery by the equivalent of any period during which the Customer is in default of any of its obligations.
5.3 The Company shall have the option of revising the delivery date if circumstances beyond the Company's control prevent the Company from adhering to the initially agreed delivery date.
5.4 The liability of the Company for failure to comply with agreed delivery dates as varied where necessary in accordance with Clause 5.3 hereof shall be limited to reimbursement to the Customer of the actual loss incurred but in no case shall exceed the value of the goods which form the subject of the contract, unless performance of the contract is subject to the provisions of Clause 10 hereof.
5.5 The Company shall be under no liability whatsoever to the Customer in respect of delay in or failure to make delivery or shortage in the goods delivered or damage thereto unless the Customer shall have notified the Company thereof in writing within 7 days of the Company's Advice Note of Delivery.
6. PASSING OF RISK
Goods supplied by the Company shall be at the Customer's risk immediately on delivery to the Customer or into custody on the Customer's behalf and the Customer should therefore be insured accordingly.
7. PASSING OF PROPERTY
7.1 Property in goods supplied hereunder will pass to the Customer when: (a) the goods the subject of this contract; and (b) all other goods the subject of any other contract between the Company and the Customer which, at the time of payment of the full price of the goods sold under this contract, have been delivered to the Customer but not paid for in full,have been paid for in full.
7.2 Until full payment has been received by the Company, the Customer shall hold the goods in a fiduciary capacity for the Company in a manner which enables them to be identified as the goods of the Company and the Customer shall immediately return the goods to the Company should its authorised representative so request. All the normal incidents associated with a fiduciary relationship shall apply.
7.3 The Customer's right to possession of the goods shall cease if any distress or execution shall be levied upon the Customer's property or assets or if the Customer shall make or offer to make any arrangement of composition with is creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against the Customer or if the Customer being a Limited Company any resolution or petition to wind up such a company's business (other than for the purpose of reconstruction or amalgamation) shall be passed or presented or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed or of at any time it shall come to the notice of the Company that the Customer is or is likely to be unable to meet its obligations in full as they fall due.
7.4 The Customer grants to the Company an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Customer or in its possession for the purpose of repossessing and removing any such goods the property in which has remained in the Company under Clause 7.1 hereof. The Company shall not be responsible for and the Customer will indemnify the Company against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damaged which it was not reasonably practicable to avoid.
7.5 Notwithstanding Clause 7.2 hereof, the Customer shall be permitted to sell the goods to third parties in the normal course of business. In this respect the Customer shall act in the capacity of a Commission Agent and the proceeds of any such sale shall be held in trust for the Company in a manner which enables proceeds to be identified as such. The Company as Principal shall remunerate the Customer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the sum, stipulated under the original contract of supply, which will satisfy the Principal.
7.6 If the goods of the property of the Company are admixed with goods the property of another person other than the Customer, the product thereof shall be deemed to be owned in common with that other person.
7.7 The Customer is licensed by the Company to process the said goods but in doing so confirms a bailment for processing relationship with the Company. The new product or products or any chattel created shall be separately stored and marked so as to be identifiable as the property of the Company as bailor.
7.8 If any of the material supplied is incorporated in or used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Company until such payment has been made. Any sale of such goods shall take place upon commission agency terms. The Company as Principal shall remunerate the Customer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the price which will satisfy the Principal.
8.1 All, if any, statements recommendations and advice given (whether before or after the contract) by the Company or its servants or agents to the Customer or its servants or agents as to any matter relating to the goods whether as to design, characteristics, suitability for a particular purpose, performance, application, use or otherwise howsoever are given without responsibility and give rise to no liability whatsoever whether in contract tort or otherwise except where given in writing by an authorised officer of the Company in response to a specific written request from the Customer for advice before or at the time the contract is made.
8.2 The Customer relies on its own skills and judgment in relation to the goods supplied under the contract and the Company accept no liability whatsoever for any knowledge it or its servants or agents may possess as to the purpose for which the goods are supplied.
9. TOOLING AND DEVELOPMENT
9.1 All development now undertaken by the Company at the Customer's request in connection with any enquiry quotation or order (whether carried out by the Company or by any sub-contractor on the Company's behalf) and materials used in connection therewith shall be chargeable and paid for by the Customer upon demand from the Company, unless the Company in writing notifies the Customer that payment for such development work and materials shall be waived.
9 .2 All tools molds jigs and equipment made prepared or obtained by the Company shall, even if actually supplied by the Customer, be and remain the property of the Company unless otherwise agreed and in event until all monies owing to the Company have been paid in full.
10. FORCE MAJEURE
Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, legislation or any other cause(whether of the foregoing class or not) beyond the Company's control.
These Conditions and all other express terms of the Contract shall be governed and construed in accordance with the laws of England.