CONDITIONS OF SALE

Orders are accepted and goods sold by The Jones Tool Company Limited (“the Seller”) only on the following terms and conditions and to the exclusion of all other terms and conditions unless expressly accepted in writing by the Seller. If the Buyer’s order is inconsistent with these conditions the Seller’s acceptance of the Buyer’s order shall constitute a counter offer and the Buyer shall be deemed to have accepted these conditions.

The headings of the clauses of these conditions are for reference only.

1. ACCEPTANCE

  1. Unless otherwise agreed the Seller will only be obliged to accept orders given within 30 days of the date of its tender or quotation.
  2. No order shall be binding until accepted in writing by the Seller. The Seller shall not be bound to accept changes to the specification or the order after acceptance but shall endeavour subject to agreement of any necessary revision to price and delivery date to meet any reasonable request.
  3. The Seller only accepts responsibility for compliance with any relevant codes, regulations, standards or rules published prior to the date of the Seller’s tender or quotation.

2. PRICES

  1. Prices quoted for immediate delivery from stock are firm, subject to the stock remaining unsold at the time of order. Otherwise prices quoted are based on costs at the date of the quotation and the Seller reserves the right to increase all prices at any time without notice and the price payable by the Buyer shall be the price applicable at the date of delivery of the goods.
  2. If the Seller receives an order for goods not listed in its current catalogue the Seller shall notify the price of such goods to the Buyer and the absence of notice in writing to the contrary given to the Seller by the Buyer within 7 days after such notification such price shall (subject to the foregoing provisions of this condition) be the price payable by the Buyer for such goods.
  3. Except in the case of export orders prices quoted are ex-works.
  4. The price quoted (unless stated in writing to the contrary) include packing, postage, delivery charges or the amount of any VAT or any other sales tax or excise duties paid or payable by the Seller which shall be added to the price and be payable by the Buyer.
  5. If the Seller incurs extra expenditure as a result of any delay or suspension of work resulting from the Buyer’s instructions or otherwise from the Buyer’s fault or for causes beyond the Seller’s control the price shall be adjusted accordingly.

3. EXPORT ORDERS

  1. Where the Seller has agreed to ship goods outside Great Britain the Seller will not be responsible for loss or damage or deterioration from whatsoever cause arising to goods beyond the point of shipment and the Seller shall not be obliged to give notice under section 32(3) of the Sale of Goods Act 1893.
  2. The price quoted by the Seller is f.o.b. U.K. port the term f.o.b. being construed in accordance with “incoterms 1953”..
  3. The Buyer shall be responsible for complying with all regulation governing admission of the goods into the country of destination and for obtaining all such foreign licences as may be deemed necessary to import the goods. The Seller will take out consular documents at the Buyer’s expense on behalf of the Buyer who must state how the goods are to be declared, but if the Buyer does not furnish the necessary instructions, the goods will be declared by the Seller as it shall deem fit, the Buyer being responsible for any fines or other charges imposed as a result of errors or incorrect declarations.
  4. Any exchange rate specified by the Seller in the tender shall be deemed for the purposes of this clause to be the rate at the date of the tender.

4. VARIATION IN QUANTITY

  1. Prices quoted apply only to orders for not less than the quantity of goods referred to in the quotation and the Seller reserves the right to review and amend minimum order levels and to apply such amendments without prior notice.
  2. On orders for 20 or more items the Seller reserves the right to deliver goods varying in quantity up to 5% less or more than those ordered and the Buyer shall accept and pay for the quantity delivered.

5. PAYMENT

  1. No payment may be withheld in respect of any defects in respect of which the Buyer is not entitled to repudiate.
  2. Prices stated in trade catalogue and price lists are nett. Payment for the goods shall be made by the Buyer in accordance with the terms of payment quoted by the Seller by not later than the date stated by the Seller or if no date is stated by the Seller by not later than the last day of the month following the month in which the goods were delivered.
  3. If payment is not made in accordance with this condition all monies owed by the Buyer to the Seller in respect of any order shall immediately become due and payable and recoverable forthwith.
  4. The Seller may charge interest on overdue payments from the date they become due at the annual rate of not less than 4% above the Seller’s Banker’s Base Rate from time to time in force.

6. DELIVERY

  1. Time for delivery dates from the Seller’s acceptance of the Buyer’s order.
  2. The Seller shall not be under liability to the Buyer in respect of any delay in delivery howsoever arising or any damage in respect of or loss caused by or resulting from any such delay.
  3. The Buyer shall accept delivery of any consignment of goods after the Seller has given notice that such consignment is ready for despatch.
  4. Where it is agreed in writing that the Seller shall be liable to the Buyer for delay in delivery the Buyer shall nonetheless have no claim against the Seller for delay in delivery of or failure to deliver the goods as a result of strikes, labour disputes or other industrial action, emergency conditions, fire, flood, accident or any other cause whatsoever beyond the Seller’s control whether or not of a similar nature to any of the foregoing nor shall the Buyer have any claim against the Seller for failure to deliver the goods within the time specified if the Buyer is in breach of any of the terms hereof or in any way delays the work.

7. RETENTION OF TITLE

  1. Property, legal or beneficial, in any goods supplied by the Seller shall pass to the Buyer only when the Seller has received full payment for all sums then owed by the Buyer to the Seller.
  2. Goods in respect of which property has remained with the Seller shall be kept identifiable as those of the Seller, and the Buyer shall at its own expense immediately return such goods to the Seller, or permit the Seller to enter into the Buyer’s premises to collect such goods should the Seller so request.
  3. Risk shall pass to the Buyer with possession of the goods.

8. INSTALMENTS

  1. Where goods are to be delivered by instalment each instalment shall be deemed to be purchased under a separate contract.
  2. Where the order provides for delivery and payment by instalments the Seller shall be entitled to withhold delivery of any subsequent instalment of goods until the Buyer shall have paid for every previous instalment delivered by the Seller.

9. DAMAGE, SHORTAGE OR LOSS

The seller shall not be under liability in respect of damage, shortage or loss of the goods in respect of which the Seller has not been notified in writing within 3 days after delivery of the goods by the Seller

10. GUARANTEE

The following guarantee is given in lieu of and to the exclusion of any guarantee, condition, warranty or representation, express or implied, statutory or contractual and relating to the quality or nature of the goods or the purposes for which they are required.

  1. If any defect of workmanship or material is reported to the Seller in accordance with clause 9 above and the defective goods are returned to the Seller within one month of original delivery, then subject as hereinafter mentioned the Seller will take back the defective goods and credit the Buyer with the invoice price No credit for labour or transport will be given.
  2. The Seller’s liability arising out of the supply of goods shall not in any case exceed the price of the goods accepted back by the Seller under the terms hereof and the Seller will in no circumstances be liable in contract, tort or otherwise for any consequential damage, injury, loss or expense, however caused whether to the Buyer or to any other person or thing and whether arising directly or indirectly form the defect.
  3. If any such defect is disclosed in any part of the goods not manufactured by the Seller the Buyer shall be entitled only to the Benefit of such guarantee, warranty or condition as the Seller may have received in respect thereof are only to the extent that the Seller can enforce the same or the benefit thereof can be transferred to the Buyer provided that the Buyer shall indemnify the Seller against any expense incurred by the Seller in this connection in the goods arising in any way directly or indirectly from the incorporation therein of fitment thereto of articles or equipment not manufactured by the Seller and incorporated in the goods at the express direction of the Buyer.
  4. This guarantee shall apply only to faulty workmanship or material and shall not apply to defect due to rust, wear and tear, neglect or use of the goods for any purpose other than that for which they are designed.
  5. Save as mentioned above all warranties and conditions either express or implied by statute, usage trade custom or otherwise and relating to the quality or nature of the goods or their life or wear or suitability for any particular purpose or use under any specific conditions are hereby expressly excluded notwithstanding that the Buyer may have indicated that the goods are being bought for a particular purpose.

11. ILLUSTRATIONS AND DESCRIPTIONS

  1. Photographs, drawings and other illustrations or descriptions contained in any catalogue, price list, brochure or other document of the Seller shall not (save where the contrary is expressly stipulated in the order) form part of any contract between the Buyer and the Seller and no warranty is given that the goods supplied will correspond exactly with those specified.
  2. No oral statement or representation made at any time prior to the contract shall be a term of the contract or deemed to be in inducement or collateral contract pursuant not which the Buyer entered into the contract.
  3. The Seller reserves the right at any time before or after an order is placed to vary, alter or ament any particular descriptions, prices, measurements or specifications contained in its catalogue, price lists, brochures and other sales literature and such alterations, amendments and variations shall be binding upon the Buyer.

12. CANCELLATION

Cancellation of an order by the Buyer cannot be accepted or goods returned for credit unless previously agreed to in writing by the Seller Where such cancellation is agreed the Seller reserves the right to charge the Buyer with the amount of any losses or expense incurred or material used and a reasonable allowance for overhead charges and profits.

13. PATENTS, TRADE MARKS, REGISTERED DESIGNS AND COPYRIGHT

  1. Provided that all goods sold to the Buyer and all parts thereof shall have been used only in a matter or for a purpose reasonable to be inferred by the Seller from the nature of the goods or disclosed to the Seller in writing prior to the making of the contract if any claim or action is made or brought against the Buyer in respect of infringement of any Patent, Trade Mark or Registered Design arising from the manufacture or sale by the Seller of the goods the Buyer shall forthwith give notice to the Seller of such claim or action and the Seller shall be at liberty at its own expense but with the Buyer’s assistance if required and in the name of the Buyer to contest such claim or action or conduct any negotiations for the settlement thereof. The Buyer shall not make any admission which might be prejudice to any such negotiations or litigation.
  2. Subject to the proviso contained in sub-clause (a) hereof the Seller shall indemnify the Buyer in respect of any such claim or action mentioned therein.
  3. The Buyer shall indemnify the Seller against all claims and actions made or brought against the Seller for infringement of any Patent, Trade Mark or Registered Design where goods are manufactured and supplied to the Buyer’s designs and/or specifications.
  4. The Seller reserves the copyright for all the drawings, prints, plans and other data.
  5. Any invention disclosure or information made received or acquired by the Seller in the performance of any order shall remain its property.
  6. No trade mark, trade name or indicia of patent rights or origin shall be defaced or removed from goods supplied by the Seller nor shall any such equipment be advertised or used at any show, display or exhibition without the Setter’s previous written consent.

14. SUBCONTRACTING

The Seller reserves the right to sub-contract any work it is obliged to carry out under these conditions.

15. TERMINATION, LIEN AND DAMAGES

  1. Without prejudice to any rights of the Seller the Seller may determine the contract if:
      1. The Buyer shall fail to take delivery of the goods when required so to do or shall after due warning commit or continue any serious breach of its obligations under any contract with the Seller.
      2. any distress execution or other legal process is levied upon any of the Buyer’s assets, or
      3. the Buyer shall make any arrangement or composition with his or its creditors, commit any act of bankruptcy or (being a corporation) shall enter into liquidation or have a winding up petition presented against it or call a meeting of its creditors or suffer the appointment of a receiver in respect of its undertaking or assets
  2. Without prejudice to any right of the Seller the Seller shall in the event of determination be entitled to recover from the Buyer:
      1. the contract value of any work completed or goods manufactured at the date of determination.
      2. the value of any such work begun or goods begun to be manufactured but not completed at such date such value to include the cost of materials, labour overheads and a fair profit as determined by the Seller’s auditors whose decision shall be conclusive and binding on the Seller and Buyer, and
      3. the cost of the goods and materials ordered by the Seller pursuant to the contract for which the Seller has to pay.
  3. The Seller shall have in addition to any other remedy a general lien on all the goods of the Buyer which may be in the possession of the Seller (although such goods or some of them may have been paid for) for all monies due to the Seller by the Buyer under the order and may at its discretion cell such goods and apply any monies received or such sale or sales in reduction of those monies due to the Seller from the Buyer.

16. LAW APPLICABLE

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