Hivac Engineering Ltd terms and conditions

All quotations and order received, including those given verbally on e-mail, fax or written, are subject to the following Conditions of Sale.

In these conditions: "the company" means Hivac Engineering Ltd

"the customer" means any person, firm or corporation placing an order with the company for the supply of goods or services.

1 GENERAL

(A) Quotations b the company unless otherwise stated in them shall be open for acceptance within fourteen days of the date of the quotation.

(B) The acceptance by the company of all orders placed by the customer is subject to these conditions and no variation of or addition to these conditions may be made unless confirmed in writing by the company.

2 PRICES

(A) The price shall be the company's quoted price. The price is exclusive of VAT which shall be due at the date of the company's invoice.

(B) The company shall have the right to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the contract.

3 TERMS OF PAYMENT

(A) All invoices other than pro-forma invoices must be paid no later than the end of the month following the month of delivery. When more than one consignment is made against a customer's order, each consignment will be invoiced at the date of the delivery note. Each month invoices will be treated as a separate account and be payable accordingly.

(B) An additional storage charge will be charged for storage of the goods subject to the contract at the rate of £2 per square foot per month after fourteen days from the date of the delivery note if a customer has failed to take delivery from the premises of the company.

(C) Without prejudice to any other rights of the company, if the customer fails to pay the invoice price by the due date the customer shall not be allowed any discount given in that invoice or in any other way agreed and shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment on a daily basis at a rate of 4% per annum over the base rate from time to tome of HSBC Bank plc and reimburse to the customer all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

4 DELIVERY

(A) Times or dates for deliveries are commercial estimates only and are not contractual obligations of the company. The company will make every endeavour to deliver or perform by the time or date given, but will not accept cancellation or any liability whatsoever for failure or delay in despatch.

(B) Delivery is deemed to be effected

(i) If the customer is to collect the goods upon notification they are ready for collection

(ii) In any other case as soon as the goods are despatched from the company's premises

(C) Delivery may be suspended pending any contingency beyond the company's control (such as fire, accident, war, strike, breakdown, lockout, government priority order, transport, difficulty or delay. Force majeure, shortage of labour, fuel or raw materials or otherwise) thus preventing or delaying the manufacture or despatch of goods and all contracts are accepted on the condition that the company shall be exempt from all liabilities arising from any such occurrence.

5 STORAGE

(A) If the customer fails to take delivery of the goods after fourteen days of the date of the delivery note or if the customer fails to give the company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the company, the company may:-

(i) Store the goods until actual delivery and charge the customer in accordance with clause 3B; and

(ii) After sixty days from the date of the delivery note the company may sell the goods at the best price readily obtainable and charge the customer for any shortfall below the price under the contract

6 DELIVERY BY INSTALMENTS

(A) The failure of the customer to pay for any one or more of the instalments of the goods on the due date shall entitle the company without notice to send for delivery of the goods pending payment by the customer and/or to treat the contract as repudiated by the customer.

7 RISK AND PROPERTY

(A) Risk of damage to or loss of the goods shall pass to the customer.

(i) In the case of goods to be delivered at the company premises at the time when the company notifies the customer that the goods are available for collection; or

(ii) In the case of goods to be delivered otherwise than at the customer's premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when the customer has tendered delivery of the goods

(B) Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in the goods shall not pass to the customer until the amount due under the invoice for them (including interests and costs) has been paid in full

(C) Until title passes the customer shall hold the goods as bailee for the company and shall, keep the goods stored protected and insured and marked so that they can at all times be identified as the property of the company.

(D) The company mat at any time before title passes and without liability to the customer:-

(i) Repossess and dismantle or use or sell all or any of the goods and by doing so terminate the customer's right to use, sell or otherwise deal in them and

(ii) For that purpose (or determining what if any goods are held by the customer and inspecting them) enter any premises of or occupied by the customer.

(E) Until title passes the entire proceeds of sale of the goods shall be held in trust for the company and shall be held in a separate designated account and mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the company's money.

(F) The company may maintain an action for the price of any goods notwithstanding that title in them has not passed to the customer

(G) The customer shall not pledge or in any way change by way of security for any indebtedness any of the goods which remain the property of the company but if the customer does so all monies owing by the customer to the company shall (without prejudice to any other right or remedy of the company) forthwith become due and payable.

8 LIABILTY

(A) After despatch from the company, the company's liability is limited to making good any defects in goods manufactured arising solely as a result of defects in materials supplied by the company or in its workmanship and then only if notice in writing of any such defects is served on the company by the customer within seven days of delivery.

(B) Goods shall not be returned after having been passed by a third party inspection Authority appointed by or on behalf of the customer. The company shall not be liable for any consequential claims of any description.

(C) No claim against the company shall be entertained for any defect arising from any design or specification provided or made by the customer of if any adjustments, alterations or other work have been done to the goods by any person except the company.

(D) In no circumstances shall the liability of the company to the customer under this condition exceed the invoice value of the goods in dispute and not the whole of the invoice where other acceptable items may have been supplied.

(E) The company shall not be liable for the acts or omissions of any third parties to the contract.

(F) No person who is not a party to this contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Contract.

9 FREE ISSUE MATERIALS

Although every care is taken in handling customers free issue materials (all free issue materials of third parties delivered to the company on behalf of the customer), the company is not responsible for the behaviour of the materials in manufacture. If the material collapses, distorts, fractures or breaks in manufacture the company shall not accept any claims whatsoever for its loss. Free issue materials are handled and machined entirely at the customer own risk.

Customers supplying free issue materials must ensure that the materials supplied are safe to work, without any risks to Health or Safety. The company shall be notified in writing of any special precautions which need to be taken. Failure to do so may result in serious accident and legal proceedings against the customer.

10 SUITABILITY OF GOODS

The customer must satisfy himself, that the goods he requires are suitable for the purpose for which they are intended. The company has no design facilities and offers a specialist machining service only.

11 MATERIAL CERTIFICATION

Material certificates will be supplied on request. The company has no metallurgical facilities and is reliant on material suppliers supplying materials to the correct specification. Any claims for non-specification materials, represents no negligence by the company and will be passed on to the material supplier.

12 TOLERANCES

All items will be supplied to tolerances stated on customer's drawings

13 CANCELLATION

(A) Orders shall only be cancelled with the company's written consent, and on terms which will indemnify the company against all loss.

14 GENERAL

(A) The company may sub-contract the performance of the contract in whole or in part.

(B) The company may at its discretion suspend or terminate the supply of any goods if the customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other document with the company or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the company bonafide believes that any of those events may occur, and in the case of termination may forfeit any deposit paid.

(C) If the goods are manufactured in accordance with any design or specification provided or made by the customer the customer shall compensate the company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

(D) Except for any which is expressly agreed to be included in the goods all tools, patterns, materials, drawings, specifications and other data provided by the company shall remain its property and all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of the company.

(E) The customer may not withhold payment of any invoice or other amount due to the company by reason of any right of set off or counter claim which the customer may have or alleged to have or for any reason whatever.

(F) The company shall be entitled to a general lien on all goods of the customer in the company's possession (including goods of the customer which have been paid for) the unpaid price of all goods sold to the customer by the company under this or any other contract.

15 ENGLISH LAW

These conditions and the contract shall be subject to and construed in accordance with English Law.