FERRABYRNE Ltd CONDITIONS OF SALE
(Reference No COS Iss A)
1.1. In these Conditions the following words and expressions have the following meanings unless inconsistent with the context:
1.1.1. “The Buyer” the party who buys or has agreed to buy The Goods
1.1.2. “The Company” Ferrabyrne Ltd and its derivatives
1.1.3. “The Contract“ the agreement between The Company and The Buyer for the supply of The Goods
1.1.4. “The Goods” the subject matter of the contract or goods supplied
1.1.5. “The Price” the Price of The Goods stated on the invoice and any payment to be made by The Buyer to The Company under the terms of these Conditions
2. General Terms
2.1. These Conditions shall apply to every sale made or agreed to be made by The Company, and no variation of any kind shall be effective until evidenced in writing, signed on behalf of The Company. The supply by The Buyer of an order, delivery instructions or acceptance of a delivery of The Goods shall construe unqualified acceptance of these Conditions. Any designs, specifications, illustrations, sketches, drawings and diagrams, recommendations or suggestions or any written documentation are of an informative nature and do not form part of The Contract but do form part of a Confidentiality Agreement.
3.1. Unless stated otherwise, The Price of The Goods of The Contract for delivery within the UK includes packaging and delivery to The Buyer. Should the date of delivery be brought forward at The Buyer’s request, The Company reserve the right to charge any premium time or additional costs as part of The Price. The Buyer shall not be entitled to make any deductions from The Price of The Goods in respect of any set-off or counterclaim whether arising out of this or any other Contract. The Price quoted shall be adjustable and The Company shall be entitled to adjust The Price of The Goods in the event of any increase whatsoever arising in the cost of The Company supplying Goods. Any claim relating to alleged mis-pricing of an invoice must be informed to The Company in writing within ten days of the date of the invoice concerned.
4.1. Delivery will be either ‘delivered’ by carriers or ‘ex works’ at The Buyers cost by authorised transport. Any claims for non-delivery must be notified to The Company in writing within ten days of the invoice date or date of dispatch if different. Any claim for partial loss and/or damage will only be considered by The Company if the receipt is endorsed as missing or damaged and the claim notified to The Company within two days of delivery.
5.1. Unless otherwise specified in writing, all terms are strictly nett and payment must be received at The Company’s Accounts Office as advised to The Buyer on or before the last day of the month following the date of the invoice without rebate or claim set-off. The time for payment of The Price shall be the essence of The Contract to which these Conditions apply and if The Buyer shall fail to pay The Price for The Goods when due, in acceptance with the provision of these Conditions, The Company shall be entitled to interest on the outstanding amount of The Price at +3% per annum over base rate of Barclays Bank plc from the date of the overdue payment until The price has been paid in full.
6. Transfer Of Property
6.1. The property in The Goods shall remain in The Company until full payment of all sums due from The Buyer to The Company has been made. Until the property passes, The Buyer must keep The Goods free from any change, lien or any other encumbrances.
7.1. The Company warranty period covers The Goods to ‘point of fit’ only. Any damage to Goods after leaving the place of manufacture is deemed not to be The Company’s responsibility. The Company warrants that all Goods supplied under this agreement shall conform to all specifications and appropriate standards expected, and will be new. The Company agrees that all sold Goods will be to the expected release level as to the drawing supplied by The Buyer for that particular part. Upon an agreement reached by The Company from a warranty claim made by The Buyer, a ‘one for one’ replacement will be offered. Any costs recurred by The Company during a warranty claim and then later deemed unworthy will be liable to be passed on to The Buyer.
8. Force Majeure
8.1. The Company shall not be liable for delay in performance or non-performance of its obligations under The Contract, either directly or indirectly resulting from the causes beyond the control of The Company or Company suppliers (including any act of God, fire, explosion, and lockout). In any such event The Company may without liability cancel or vary the terms of The Contract including but not limited to extending the time for performing The Contract.
9.1. The Buyer will maintain in position at his own expense comprehensive liability insurance including product liability insurance for personal injury and property damage to a minimum of £10 million per occurrence with reputable insurance companies. The Buyer will produce evidence of such insurance on request.
10.1. The Buyer shall comply with all instructions of The Company and all legislation in relation to its use and shall indemnify The Company against nay costs, claims, demands, expenses, penalties or liabilities which The Company may pay or incur arising out of or in connection with such use.
11.1. The Company may terminate this Contract on notice with immediate effect if:
11.2. The Buyer commits a material breach of this Contract and fails to resolve this breach within fourteen days of written notice requiring it to do so
11.3. The Buyer makes an assignment for the benefit of its creditors or a proposal under any applicable bankruptcy or insolvency, is due declared bankrupt or insolvent, has a trustee, receiver, liquidator appointed for all or any material part of its property or convenes a meeting where it proposes to consider appointment of such, or is a subject to an order or resolution for winding up.
12.1. The Buyer shall assign or transfer or attempt to transfer The Contract or the benefit to any person
13.1. The Company reserves the right to sub-contract the performance of The Contract or the benefit to any person
14. Proper Law & Jurisdiction
14.1. The Contract shall be governed by and construed in accordance with English law and the Courts of Law shall have non-exclusive jurisdiction to hear all disputes arising in connection with The Contract.
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