Terms & Conditions
The words ‘The Company’ refer to SD Products Ltd.
1. PRICES are subject to alteration without notice.
2. PAYMENTS. Terms of Credit. Goods are delivered for payment on a monthly account basis, provided satisfactory references can be provided by the purchaser. Accounts are considered due for settlement 30 days from the date of invoice. The Company reserve the right to claim settlement of the outstanding amounts due before this date if there is any change in the financial circumstances of the purchaser.
3. DAMAGE OR LOSS IN TRANSIT. All goods are packed carefully to ensure safe carriage, and the Company cannot accept responsibility for loss or damage in transit. A signature acknowledging acceptance should not be given to carriers unless the goods have been examined. In the event of loss or damage, consignees should lodge a claim on the carrier within 24 hours and notify the Company at once. Consignees should advise the Company of any goods not delivered within ten days of invoice date, failing which the Company shall be under no further obligation.
If the quantity delivered is less than the Contract quantity a further delivery will be made or the Company will refund the appropriate part of the purchase price.
If the quantity delivered is more than the Contract quantity the Buyer should return the excess at the Company’s cost or to retain the whole in which case the price will be adjusted at the contract rate then prevailing.
In any event the Buyer shall be treated as having accepted any consignment of the goods if it retains them for longer than ten days after their delivery.
4. ALLEGED SHORTAGE AND CONSEQUENTIAL DAMAGE. Every care is taken to ensure correct quantities, but where any discrepancy is claimed, the packing slip included with the carton should be returned without delay. The Company cannot entertain any claim for consequential damage. The Company shall be entitled to make partial deliveries under the Contract.
5. IMPLIED CONDITIONS. In lieu of any conditions warranty of liability implied by law as to quality or fitness for any purpose of the goods (and provided always that any defective parts are promptly returned, free to the Company’s Works, and duly advised, unless otherwise arranged), the Company’s liability in respect of any defect in, or failure of the goods supplied, or for any loss, injury or damage attributable thereto, is limited to making good by replacement or repair, defects which, under proper use, and admitted by the Company appear therein and arise solely from faulty design, materials or workmanship, within a period of six calender months after the original goods shall have been first despatched from the Company’s Works at the termination of which period all liability on the Company’s part ceases. No liability whatsoever can be accepted for damage, injury, or replacement, occurring from misuse or incorrect application of the Company’s products and no condition or warranty is implied as to fitness or purchase in respect of any parts produced by the Company to the customer’s own design or specification.
6. QUOTATIONS AND DELIVERY PERIOD. The Company cannot accept any liability in respect of delivery dates, nor can they guarantee that prices quoted at the present time will hold good when an order is executed, but will endeavour to fulfil promises of delivery and will not ask for any increase in price unless it is fully justified by the circumstances. All delivery periods date from the time the order is received by the Company. Quotations for parts to customer’s specifications are estimates only, and are subject to revision if subsequent manufacturing costs are found to exceed those originally allowed. It must be clearly understood that your orders will be accepted only on above conditions. All orders are accepted as firm orders, and cancellation can only be accepted if the Company’s consent has previously been given in writing. Orders and contracts accepted by the Company are subject to revision, particularly as to delivery date or cancellation at any time should the state of labour conditions, material supplies, riots, civic commotion’s, war, strikes, lockouts, interruptions in traffic etc. render this action necessary. During delays thus caused orders may be suspended but not cancelled. In times of National Emergency orders may be subject to special conditions.
7. TOOLS. Quotations for tools and dies are estimates only covering a portion of the cost and are based on the wage levels and conditions prevailing in the Engineering Industry at the time. Although every effort will be made to manufacture the tools within the prices quoted, the Company reserve the right to make such additional charges as may be necessary. If for any reason, the product costs of the tools exceed the estimates, with a maximum variation of 5 per cent. Title and right to possession and use of the tools remain with the Company.
8. RETURNS. Under no circumstances are goods supplied to customers firm order to be returned without the Company’s written consent. Goods so returned will be refused.
9. CLERICAL ERRORS. We reserve the right to correct clerical errors upon discovery of same.
10. ILLUSTRATIONS, DRAWINGS ETC. Owing to frequent slight alterations in design, the Company cannot guarantee that all goods supplied will be in exact accordance with illustrations, Drawings etc, such illustrations, Drawings etc being inserted only as a general indication of the appearance etc and are not warranted to be accurate. All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by the Company in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the goods, shall not be taken to be representations made by the Company, and are not warranted to be accurate.
11. PATENTS. In the event of any claim being made or action being brought against you in respect of infringement of patents by the manufacture or sale by the Company of goods supplied to you, you are to notify the Company immediately, and the Company shall be at liberty, with your assistance if required, but at the Company’s expense to conduct all negotiations for the settlement of the same or any litigation that may arise therefrom.
The Buyer warrants that any instructions furnished or given by the Buyer shall not be such as will cause the Company to infringe any letters patent, copyright, registered design, right of confidence or trade mark in execution of the Buyer’s order.
12. ORDERS for parts produced to customers specifications are accepted on the understanding that the Company do not accept any liability whatsoever in the event of infringements of any patent and the customer in placing orders with the Company, hereby agrees to indemnify them against any such contingency. Goods made specially or to pattern are quoted on the understanding that we supply as near as possible to the quantities ordered.
13. UNLESS the contract specifically covers the cost of carriage within the U.K. carriage will be paid by the Company save where the net value of the consignment does not exceed £250 when the actual cost of carriage will be charged. Method of consignment is at the Company’s discretion in the absence of any express agreement to the contrary. A minimum order charge of £20.00 plus carriage will apply.
14. ALL ORDERS are subject to acceptance. No charge or waiver of any of these conditions shall be effective unless expressed and in writing signed by an authorised person.
15. VAT. Any VAT or similar taxes, duties of levies due on the transaction will be additional to the given quotation and will apply at the rate applicable at the time of the despatch of the goods except when the contrary is specifically shown.
16. GOVERNING LAW The contract is governed by the Laws of England and the English High Court of Justice (to the jurisdiction of which the buyer hereby irrevocably submits) shall have the exclusive jurisdiction to resolve any disputes arising out of it.
17. RETENTION OF TITLE / RISK AND PROPERTY. All goods supplied remain the property of SD Products until paid for in full. The risk in the goods shall pass to the Buyer upon delivery of the goods to the Buyer or any carrier acting on the Buyer’s behalf. The property in the goods shall not pass to the Buyer until the full price of the goods is paid.
(a) they shall be held by the Buyer in a fiduciary capacity and stored by the Buyer at its premises in such a manner that they are clearly identifiable as the goods of the Company and shall be kept separate from any other goods whether or not supplied by the Company.
(b) they shall be handed over to the Company on demand and the Company shall be entitled to re-take possession of them without prejudice to any of its other rights against the Buyer. The Company is hereby granted a licence to enter into the Buyer’s premises for the purpose of recovering the goods.
(c) the Company hereby authorises the Buyer to use and/or sell the goods in the normal course of the Buyer’s business.
18. AGREEMENT. These Conditions are the only conditions upon which SD PRODUCTS LTD (“the Company”) is prepared to deal with its Buyer (“the Buyer”) and they shall govern the contract to the entire exclusion of any other express or implied conditions and together with the matters referred to on the face of the Company’s quotation and/or acceptance of order embody the entire understanding of the parties and supersede any prior promises, representations, undertaking or implications. These conditions may only be modified by a variation in writing signed on behalf of the Company by an authorised person (save that the Company reserves the right to correct clerical errors) and no other action on the part of the Company (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other conditions and no contract shall be concluded until the Company has satisfied the Buyer of the Company’s offer. Any quotation in whatever form given to the Buyer is subject to these Conditions and does not constitute an offer to sell.