| 12. | The purchaser shall check the goods immediately upon delivery in the United Kingdom (or in
the case of export orders, upon receipt of goods) and forthwith inform the Company and
where appropriate the carriers in writing of any missing goods and of all damage suffered by
the goods in transit to the United Kingdom place of delivery. Provided that such written
information is received by the Company and the carriers within seven days of the date of the
receipt of the goods by the purchaser, and provided it is provided to the satisfaction of the
Company that the damage or loss incurred in transit to the United Kingdom place of delivery
but not otherwise, the Company will at its option charge to the purchaser or allow the
purchaser credit in respect of such missing or damaged goods. If such written information
has not been received by the Company within seven days as aforesaid the purchaser shall be
deemed to have accepted the goods as being in accordance with the contract to which these
General Terms and Conditions apply. |
| 13. | The following provisions set out the entire financial liability of the Company (including any
liability for the acts or omissions of its employees, agents and sub-contractors) to the
purchaser in respect of:
i. any breach of these conditions;
ii. any use made or resale by the purchaser of any of the Good, or any product incorporating
any of the Goods; and
iii. any representation, statement or tortuous act or omission including negligence arising
under or in connection with the Contract.
b. All warranties, conditions and other terms implied by statue or common law (save for the
conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent
permitted by law, excluded from the Contract.
c. Nothing in these conditions excludes or limits the liability of the Company:
i. for death or personal injury caused by the Company’s negligence; or
ii. under section 2(3), Consumer Protection Act 1987; or
iii. for any matter which it would be illegal for the Company to exclude or attempt to exclude
its liability; or
iv. for fraud or fraudulent misrepresentation.
d. Subject to the above conditions.
i. The Company’s total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with the performance
or contemplated performance of the Contract shall be limited to the Contract price; and
ii. The Company shall not be liable to the Buyer for the loss of profit, loss of business, or
depletion of goodwill in each case whether direct, indirect or consequential, or any claims for
consequential compensation whatsoever (howsoever caused) which arise out of or in
connection with the Contract. |
| 14. | a. The Company may reject any materials supplied or specified by the purchaser which
appear to be unsuitable and additional costs may be charged to the purchaser should any
such materials prove unsuitable during the course of the production run.
b. Where materials are so supplied or specified the Company will not accept responsibility for
unsatisfactory results.
c. Work carried out, whether experimentally or otherwise, at the purchaser’s request, may be
charged at the Company’s sole discretion. |
| 15. | The Company shall not be liable to the purchaser for any minor modifications in specification,
design or material as may be affected by the suppliers of the goods or any of them.
Corrections, including alterations in style and the cost of additional proofs necessitated by
such corrections will be charged extra. Proofs of all work may be submitted for the
purchaser’s approval, and in that event no responsibility will be accepted for any errors in
them not corrected by the purchaser or his agent. |
| 16. | All illustrations, drawings, catalogues and descriptive matter are of a generally informative
nature only and do not form part of any contract between the Company and the purchaser
except to the extent expressly incorporated in it. The Company reserves the right to make
without notice such minor modifications in specification, design, material or finish as it may
deem necessary or desirable or as circumstances may require. All drawings, designs and
mock-ups supplied or to be supplied remain the Company’s property whether or not paid for.
They are returnable to the Company upon request and must not be disclosed to any other
person for any reason whatsoever without the Company’s previous written consent. |
| 18. | Where goods are supplied to the purchaser’s specification, design or description the
Company shall not be responsible for any infringement, alleged infringement, unauthorised
use or alleged unauthorised use of any patent, trade mark, copyright, design or any other
industrial proprietary right. |
| 19. | The purchaser shall not, without the prior written consent of the Company, assign or in any
way dispose of any of its rights or obligations hereunder to any other person, firm or company. |
| 20. | Waiver by the Company of any breach of these General Terms and Conditions or any granting
of time or indulgence by the Company to the purchaser shall in no way affect the rights of the
Company hereunder. |
| 21. | The Company shall not be liable for any failure to perform its obligations and reserves the
right to defer the date of delivery or to cancel the contract or reduce the volumes of goods
ordered by the purchaser (without liability to the purchaser) if it is prevented from or delayed
in the carrying on of its business due to circumstances beyond the reasonable control of the
Company including, without limitation, acts of God, governmental actions, war or national
emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce),
or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate
or suitable materials, provided that, if the event in question continues for a continuous period
in excess of 180 days, the purchaser shall be entitled to give notice in writing to the Company
to terminate the contract. |
| 22. | If any provision of the Contract is found by any court, tribunal or administrative body of
competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the remaining provisions of
the Contract and the remainder of such provision shall continue in full force and effect. |
| 23. | The parties to the Contract do not intend that any term of the Contract shall be enforceable by
virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that it is not a party to it. |
| 24. | All contracts to which these General Terms and Conditions apply shall in all respects be
governed by and constructed in accordance with the law of England. |