Conditions Of Sale
GENERAL
1. In these conditions the expression ‘the company’ means Beepath Ltd., trading as Servais Silencers (a registered business name) and the expression ‘the Contractor’ means the person, firm or company whose order for goods and /or services is accepted by the company. The acceptance of this quotation or contract implies the acceptance of the conditions hereinafter set out. Unless expressly accepted in writing by the company any qualification of such conditions by the contractor shall be deemed to be inapplicable.
PRICES
2. Unless in any particular case otherwise agreed in writing the contract price for any goods or services supplied by the company is to be subject to increase in any following cases:
(a) In the case of any increase in the cost of labour and/or materials to the extent that any such increase shall effect the cost of producing or supplying such goods or services.
(b) In the event of any special testing or certification required by the contractor or Government Agency or any Aviation or Factory Authority by the amount of the cost of such special testing or certification.
(c) By the addition of the cost of or occasioned by any variation in specification of design required by the contractor or of any cost caused by or attributable to the correction of errors in drawings or specifications or schedules provided by the contractor.
(d) In the event of any cost occasioned or attributable to any variation in the rates of production or quantities required by the contactor by the amount of any such cost.
(e) In any of the events specified in clause 4 of these conditions by the amount of the extra costs therein mentioned.
(f) All prices quoted are exclusive of VAT, or other taxes payable, and these will be charged additionally at the appropriate rate.
CARRIAGE
3. Unless otherwise specified in writing prices are quoted ex-works. Carriage is charged additionally at cost.
DELIVERY DATES
4. (a) Any time given or accepted by the company for delivery, although given or accepted in good faith, is given or accepted on the basis of being an estimate only, and if from any cause delivery is delayed the company will not be liable for any loss or damage thereby caused to the contractor.
(b) Where delivery is to made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract, and any failure whatsoever by the company in respect of any one delivery shall not entitle the contractor repudiate the order or any instalments remaining to be delivered there under.
(c) If the performance of any order or any obligation there under is prevented by force majeure, the company shall be excused performance, provided that the company shall use its’ best endeavours to remove such cause of non-performance, and shall continue performance there under without delay whenever such cause is removed.
(d) For the purpose of these conditions, the term ‘force majeure’ include acts of God, strike, lockout, labour dispute, fire, accident, lightning, earthquake, storm, flood, explosive, war restriction and any other circumstances whether similar or dissimilar, beyond the reasonable control of the company.
PASSING OF TITLE AND RISK
5. From the time of delivery the goods shall be at the risk of the contractor who shall be solely responsible for their custody and maintenance as if it were the owner but, unless otherwise expressly agreed in writing the goods shall remain the property of the company until payment due under the contract between parties has been made in full and unconditionally or until resale of goods by the contractor bona fide in the ordinary course of its business and at full market price and the contractor shall sell as principle only. Whilst the ownership of the company continues the contractor shall keep the goods separate and identifiable from all other goods in its possession.
In the event of any resale by the contractor of the goods the beneficial entitlement of the company shall attach to the proceeds of the sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the company and until and subject to such assignment shall be held on trust for the company by the contractor who will stand in a strictly fiduciary capacity in respect thereof.
In the event of failure to pay the price in accordance with the contractual obligations the company shall have power to re-sell the goods after reasonable notice, such power being additional to (and not in substitution for) any other power of sale arising by operation of the law or implication or otherwise.
Not later than the time of delivery of the goods to the contractor, the contractor shall insure the goods and keep the same insured while they remain the property of the company against the loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business for which the goods are for the time being used.
DESCRIPTION
6. Every endeavour has been made to ensure that goods are accurately described and they are believed to be fit for the purposes mentioned in the company’s catalogues (or on this web site), but no warranty to this effect is given and no responsibility will be accepted in the event of an error or misdescription in any catalogue (or on this web site) or damage resulting there from.
CONSEQUENTIAL LOSS ETC.
7. In no circumstances shall the company be liable for consequential loss, damage or injury whatsoever whether direct or indirect and howsoever revising. Liability of the company shall be limited to replacement of any tools or materials supplied by the contractor or at the option of the company to the replacement of the goods or to the replacement of the invoice price thereof.
ADVICE
8. The company assumes no obligation or liability for any advice furnished by it with respect to its goods or to the effect of those goods or for the consequences of any act done or liability incurred upon the basis of any such advice. All such advice is given and shall be deemed to have been accepted at the risk in all respects of the contractor.
CLAIMS
9. Goods should be examined on arrival and any apparent damage or loss endorsed on the carriers receipt. A detailed claim in writing for any damage or loss must be received by the carrier and the company within 5 working days of arrival of the goods. In case of non-delivery notification should be passed to both the carrier and the company within 14 days of the date of our advice note or invoice. All claims and notifications must be sent by Recorded Delivery. Failure to comply with these conditions may invalidate any claim.
RETURN OF GOODS
10. Any goods which have been supplied in accordance with contractors order, but which are subsequently returned will only be credited provided that:
(a) The company’s written agreement has been obtained.
(b) The amount credited shall be 10% less than the value at which the goods were invoiced.
The company cannot accept cancellation of orders made specially to contractors requirements.
TERMS OF PAYMENT
11. NETT not later than the end of the month following the date of invoice, subject to open account or satisfactory references.
DEFAULT IN PAYMENT
12. If the contractor makes default in any payment, or commits any breach of the terms and conditions of the order, or suffers distress or execution, or becomes insolvent, or commits any act of bankruptcy, or enters into arrangements or composition with his creditors or goes into liquidation (other than solely for amalgamation or reconstruction) or if a receiver is appointed over part of the contracts business, the company may without prejudice to any rights which may have been accrued or which may accrue to it, as its option:
(a) Require payment in advance for all or any further deliveries; or (b) Suspend any further deliveries until such default or breach is rectified; or (c) cancel the order; and /or (d) cancel or procure cancellation of any other orders which the contractor has placed with the company or any associated company, so far as any goods remain to be delivered there under.
DISPUTES
13. (a) Representations, conditions or warranties made or purported to be give or agreed otherwise than in writing signed by a Director on behalf of the company shall be of no effect and shall not be binding and shall not form part of the contract or any inducement to the making of it.
(b) Every contract to which these conditions apply shall be deemed to be governed by English law and the High Court of Justice in London shall be the tribunal for determining all questions and disputes.
(c) In the event of any conflict or inconsistency between these conditions and any conditions sought to be imposed or to be made applicable by the contractor, these conditions shall prevail unless otherwise agreed in writhing by the company.