WORKING WITH DURAWELD LTD 1. Terms & Conditions of Sale
All offers, quotations and acceptances by Duraweld Ltd shall be deemed to incorporate the Terms and Conditions stated below.
No variation or addition to or substitution for the terms and conditions shall be binding on Duraweld unless specifcally accepted by Duraweld in writing.
Carriage for delivery to one UK mainland site will be free of charge. Orders requiring delivery to more than one UK mainland sites carriage will be charged at our cost. Carriage costs for orders outside of the UK mainland will be advised at the time the quotation is issued.
3. General Artwork Requirements for Printing
E-mail (subject to file size) or upload your file to www.mailbigfile.com
For more detailed information on our software artwork requirements please refer to separate sheet, available on request.
4. Encapsulated Binder Quotations
Please supply free issue sheets on 150 gsm gloss coated paper, trimmed to size (size grid available on request). Untrimmed sheets can be trimmed to size by Duraweld.
5. Print Content in Polyprop Products
We advise the use of mineral/solvent free inks when printing the contents to be inserted into polypropylene products.
If blocks are not supplied, new blocks will be made and charged as extras.
7. Variation in Quantities
With bespoke printed products it is very difficult to make to exactly the correct numbers. We therefore reserve the right to over or under manufacture by 10% and invoice accordingly. If “
” production is required, this must be stated at the time of enquiry and confirmed on the order.
8. Cancellation of Orders
In the case of order cancellation, written confirmation is required within 24 hours of the order acknowledgement being sent. Cancellation charges may apply subject to the progress of the order within our manufacturing facility. In the case of quick ship orders, written confirmation of cancellation must be received within 3 hours of order acknowledgement.
Duraweld Limited Salter Road Scarborough North Yorkshire YO11 3UP
Tele: 01723 584091 Fax: 01723 581509 E-Mail: firstname.lastname@example.org Website: www.duraweld.co.uk Registered in England No.1647624 Registered Office: Salter Road, Scarborough YO11 3UP
DURAWELD LTD TERMS & CONDITIONS OF SALE
: In these conditions “the Seller” means Duraweld Ltd. or its subsidiary Company and the “Buyer” means the person or company to whom this document is addressed. “Goods” means the goods which the Seller is to supply in accordance with these Conditions. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes conditions agreed in writing between the Buyer and the Seller. “Contract” means the contract for the purchase and sale of the Goods. “In writing” shall be deemed to include email.
2 Formation of Contract:
2.1 All sales are subject to these conditions as modified by any special terms overleaf or agreed in writing but excluding any and all printed terms of purchase proposed by the Buyer which are inconsistent with these conditions.
2.2 Quotations are not offers, but invitations to treat. No contract shall result until the Buyer’s order has been accepted by the Seller in writing. Any variation in the Buyer’s order must be confirmed in writing (this will include the acceptance of additional charges resulting from changes in the Buyer’s requirements).
2.3 All verbal acceptances of order are deemed made subject to these conditions of sale. 2.4 All assurances given or terms discussed before order or arising from previous transactions shall take effect as part of this contract or as collateral warranty or contract, nor shall they bind the Seller in any other way, unless repeated in the Seller’s quotation and set out clearly in the Buyer’s written order.
2.5 No statement, description, information warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Seller shall be construed to enlarge, vary or override in any way any of these conditions.
2.6 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.7 Any cancellation of a Buyer’s order may be made verbally, but must be confirmed in writing within twenty four hours of the order acknowledgement being sent. Reasonable costs incurred in relation to the order will be chargeable upon the Buyer at the Seller’s discretion. This will include the purchase cost of special non-stocked materials, any finished or part-finished product and overheads incurred specific to the order. In the case
of quick ship orders written confirmation of order cancellation must be received within three hours of the order acknowledgement being sent.
3 Payment Terms:
3.1 Payment in full without deduction or set off shall be made before the 30 days from the end of the month of the Invoice date, unless alternative credit terms are agreed between the Seller and Buyer in writing.
3.2 If payment of any monies payable hereunder by the Buyer shall not be made forthwith upon the due date for payment of the same the Seller may charge and the Buyer will then pay on demand interest on the outstanding sum at four per cent (4%) above the Base Rate from time to time declared by Barclays Bank plc from the date the payment fell due until the date payment is made (whether before or after judgment).
3.3 If the Contract involves more than one delivery of work and default is made in payment on the due date for any one delivery the Seller at its option may without prejudice to any other right or remedy:
3.3.1 Treat the Contract as a whole as repudiated by the Buyer and claim damages accordingly; or
3.3.2 Suspend further deliveries or otherwise suspend further performance of the Contract in whole or in part until payment for deliveries on which payment is due have been made. 3.4 An order once placed by the Buyer and accepted by the Seller can only be cancelled in writing within 24 hours of the order acknowledgement being sent.
Cancellation charges may apply subject to the progress of the Buyer’s order within the Seller’s manufacturing facility to indemnify the Seller for its losses resulting from such cancellation. In the case of quick ship orders, confirmation of cancellation must be received within 3 hours of order acknowledgement being sent.
3.5 If the Buyer breaches these conditions or any other obligation to the Seller or if a distress or execution is levied upon the Sellers property or if the Buyer makes or offers
any arrangement or composition with its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him or if any resolution or petition to wind up the Buyer is passed or presented or if a receiver shall be appointed the Seller may determine the Contract without prejudice to any other claim or tight of the Seller. Forthwith upon such termination the Buyer shall indemnify the Seller
in full against all loss suffered by the Seller wholly or partly as a result of such an event or termination and all the monies then owing by the Buyer to the Seller shall become due for immediate payment.
4 Prices and Validity:Subject to the express provisions of any quotations, prices are quoted ex works and are valid for no longer than 30 days after dispatch of quotation.
When not specifically quoted for work is carried out and goods are supplied at our charges current at the date of execution or dispatch respectively. Value Added Tax or any other Government tax or levy shall be payable on sales where appropriate in addition to the price.
5 Cost Variation:Prices are subject to revision in the event of any increase in costs incurred by the Seller between the date of its quotation or acceptance of the Buyers order, as appropriate, and the date of the delivery of the Order to the Buyer.
6.1 Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing. If delivery
is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or bought-in Goods or components, or any other cause beyond the reasonable control of the Seller a reasonable extension of time for delivery shall be granted and the Buyer shall pay such reasonable extra charges as shall have been occasioned by the delay. 6.2 Where the goods are not delivered by the Seller, but by an independent carrier
delivery to the carrier shall be delivery to the Buyer.
6.3 The Buyer shall note any claim for short delivery and/or damage to goods on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Seller’s head office within seven working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged goods. If short delivery does take place, the customer undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract.
6.4 The Seller will allow a maximum period of seven days from delivery for the reporting
in writing of any damage or defects in the product which is not apparent at the time of delivery.
6.5 If the Buyer fails to take delivery on the agreed delivery date or if no specific delivery date has been agreed, the Seller shall be entitled to store and insure the goods and to charge the Buyer the reasonable costs of so doing and to tender its account for the price under condition.
6.6 Where the goods are to be delivered in installments, each delivery shall constitute
a separate contract and failure by the Seller to deliver any one or of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7 Risk and Property:
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the point of delivery. 7.2 As the insurable risk in the Goods shall pass to the Buyer as soon as the Goods are delivered to him or to his order and pending disposal to keep the Goods insured in the amount of the price at which the Goods are sold to the Buyer against all insurable risks.
7.3 If Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of any such insurance as trustees for the Seller
7.4 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 Buyer until the Seller
has received in cash or cleared funds payment in full of the price of the Goods and all other
Goods agreed to be sold by the seller to the Buyer for which payment is then due.
7.5 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or
use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceedings and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored and protected.
7.6 Should the Buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way then the resulting product (“altered Goods”) will pass into the ownership of the Seller until payment due under all contracts between the Seller and the Buyer has been made in full and all the Sellers rights hereunder shall extend to the altered Goods.
7.7 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.8 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.9 The Seller may maintain an action against the Buyer for payment of the agreed price notwithstanding that the title in the Goods has not passed to the Buyer.
8 Variation in Quantity:Every reasonable endeavour will be made to deliver the correct quantity of work ordered by the Buyer but quotations are given and Contracts entered into conditional upon margins of 10% in the manufacture of goods to the Buyer’s specification being allowed for In overs and shortages, the same overs or shortage being charged to or deducted from the Buyers account as appropriate.
9 Design and Specification:It is the Buyer’s responsibility to ensure that all approvals have been granted before manufacturing commences and to satisfy itself that specifications are correct. The Buyer warrants that manufacture to his order will not involve the Seller in the infringement of patent, registered design or trademark or other right and will indemnify the Seller against all claims, costs and expenses incurred by any such infringements.
10 Warranties and Liability:
10.1 As the Goods may be used for a multiplicity of purposes and in a multiplicity of ways over which the Seller has no control, all conditions or warranties, express, implied by statute or otherwise, as to their fitness for any particular purpose are hereby excluded.
10.2 In the case of Goods not of the Seller’s manufacture, the Seller will pass onto the Buyer any benefits obtainable under any warranty given by the Seller’s supplier provided that the Goods have been accepted and paid for.
10.3 For any claim under this paragraph the Seller reserves the right at its sole discretion to replace the Goods or to credit to the Buyer, in full, the price paid by the Buyer to the Seller. 10.4 In order to exercise rights under this paragraph the Buyer shall return the defective Goods carriage paid to the Seller’s works.
10.5 Nothing herein shall impose any liability on the Seller in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its employees or agents including in particular but without prejudice to the generality of the foregoing, any failure by the Buyer to comply with any recommendations of the Seller as to storage and handling of the Goods.
10.6 Where the Goods are for delivery by installment any defect in any installment shall not be a ground for cancellation of the remaining installments and the Buyer shall be bound to accept delivery thereof.
10.7 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the full extent permitted by law.
10.7 The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise).
10.8 The material used may vary from those detailed, but will be the nearest equivalent from an alternative source of supply.
11 Standing Matter:
11.1 All tools, dies, artwork (including digital artwork) and samples created by the Seller in connection with the Contract shall remain the Seller’s exclusive property whether or not the work entailed in the production of these items is charged separately by the Seller.
11.2 The Seller shall not be obliged to download any digital data from his equipment or supply the same to the Buyer on disc, tape or by any communication link.
11.3 Samples, illustrations, drawings etc. accompanying our quotations are to be
regarded as approximate only and are not binding us in detail unless expressly said to be so in our quotation. Customer alterations and additional proofs necessitated thereby shall be charged extra. Our standard sample charges are £100 of which £40 is redeemable on order values in excess of £1,000, unless specifically agreed in writing with the Seller.
12 Buyers Instructions and Property:The Seller accepts no liability for damage or loss
of Buyer’s property, which is held at the Buyer’s risk. Every care will be taken to secure the best results, but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials supplied by the Buyer. Additional cost due to the delay or impaired production caused by late delivery, poor quality or packing may be charged to the Buyer. Buyer’s tools, fixtures, etc. are used at Buyers risk and the Seller cannot accept any claim for loss or damage to the same. Liability cannot be accepted for Buyers materials or its processing where subsequent use shows that the material is unsuitable for the purpose.
All such materials, together with drawings, artwork, samples and whatever information is required from a Buyer must be received at due time to avoid interference with other contracted work. Prices and completion dates quoted are dependent on unimpeded progress and delivery of complete order.
13.1 Assignment - The Buyer shall not, without Seller’s prior written consent, assign or purport to assign or transfer the contract to which these Conditions relate or the benefit thereof to any other person whomsoever.
13.2 Assignability - The Seller may freely assign or sub-contract all or any part of its rights and obligations under this Contract.
13.3 Force Majeure - The Seller’s obligations under the Contract will be suspended to the extent that it Is prevented or hindered from complying by any cause beyond its reasonable control including but not limited to an act of god, an action of a third party or the Buyer, unlawful or unauthorised use of or access to the Seller’s systems,
governmental intervention, labour disputes or the breakdown or interruption of third party systems or machinery. The Seller will use reasonable endeavours to remedy such cause and will resume the performance of such obligations as soon as reasonably possible after the removal of the cause.
13.4 Forbearance - No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim available to the Seller.
13.5 English Law - These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and any dispute shall be settled in the English courts.
13.7 Notices - Notices required or permitted to be given under these Conditions must be
in writing and addressed to the relevant party at its registered office or principal place of business.