Arrow Limited - Trading Terms and Conditions

1) PRICE. Unless the price quotation is expressly stated not to be subject to this clause, the quotation is based on the prices of material and labour ruling at the date of the quotation. An adjustment of price shall be made if, by reason of a change in the ruling prices of material or labour coming into effect after the date of the quotation, the price paid by Seller for the material or labour actually used in the manufacture of any part of the goods shall be either higher or lower than the prices for material or labour which were ruling at the date of the quotation. In that case the price payable by the buyer under this contract (or in the case of an instalment contract, the price payable for any instalment then remaining to be delivered under this contract) shall be quotation price plus or minus the amount by which our manufacturing costs shall have been altered by reason of such a change in the ruling prices.

2) ACCEPTANCE AND CONDITIONS. A quotation shall not be binding on us until it has been accepted by the Buyer in writing. Seller reserves the right to withdraw or cancel any quotation up to the time when Seller receives Buyer’s written acceptance.
These conditions apply to the contract to supply to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3) CANCELLATION OR SUSPENSION OF ORDER. No order, after acceptance, may be cancelled by the Buyer nor may the Buyer suspend deliveries thereunder, except with our consent in writing.

4) PAYMENT. Net monthly payment is due at the end of the month following that in which the goods are delivered or sample die castings approved under Clause 5 below, unless other arrangements for payments are agreed by Seller in writing. Date of delivery is deemed to be the date of arrival of the goods at the place of delivery. If payment is not made at the date, Seller has the right to suspend delivery or to cancel the contract. Without prejudice to any other rights and remedies which Seller may have.

5) LATE PAYMENT OF COMMERCIAL DEBTS (INTEREST) ACT 1998. If a payment is extended beyond the limits as detailed is clause 4, then under the 1998 ACT, SELLER MAY SEEK INTEREST PAYMENTS, as stated in this ACT amounting to the Bank of England base rate +8%.

6) OWNERSHIP OF GOODS. All goods supplied, shall remain the property of the Seller until full and final payment has been made for the goods.

7) COST OF DIE. In this condition the expressions ‘die’ and ‘dies’ include special tools and unless otherwise expressly agreed in writing:

The prices quoted include part only of the cost of dies. It is so quoted on the express understanding that this price is applicable only if the Buyer orders the full quantity of castings referred to in the quotation, within the period stated in the quotation. The Buyer agrees that if Buyer orders fewer castings than the quantity specified or requires delivery to be made over a longer period or fails for any reason to take delivery of the full quantity within the period stated, the price quoted shall be increased so as to include the whole cost of making the die or dies.
Before the die is made, the Buyer shall submit a piece drawing to Seller for acceptance. When the piece drawing has been accepted by Seller in its original form or any alterations requested by Seller have been approved by the Buyer, it is followed, and if alteration is required by the Buyer after work on the die has begun, Buyer shall pay the additional cost involved. Seller shall submit sample die-castings for approval before executing the bulk of the order. Failing either to express approval or a specific report in writing from the Buyer on these samples within one calendar month the Buyer shall be presumed to have approved the die or dies as satisfactory.
The cost of dies (whether part cost or full cost in accordance with paragraphs (a) above) is invoiced on approval or presumed approval by the Buyer in accordance with (b) above and is thereupon due for payment.
For dies which are Seller’s property or remain in Seller’s possession, Seller undertakes not to supply castings from these dies to any other person without the Buyer’s consent.
If Seller part funds the cost of the die and the Buyer wishes to remove it, the Buyer must pay the balance of the full cost of the die.
When a die is made correct to the Buyer’s drawing or sample, the Buyer shall pay the full cost of any subsequent alterations.

8) PATTERNS/DIES/EQUIPMENT. Where the Buyer supplies patterns, Sellers quotation is made on the assumption that such patterns are in good condition, true to drawings, and entirely suitable for Sellers production and for the quantities required. If new patterns or equipment are to be made, Seller requires (for mutual benefit) to be consulted. While Seller will use their best endeavours to verify patterns supplied by Buyer, no responsibility is accepted by Seller for the accuracy of the Buyers patterns/dies or equipment. Replacements of or alterations or repairs to Buyer’s patterns or equipment due to normal wear & tear or their condition being unsuitable for satisfactory production, shall be paid for by the Buyer who will also pay Seller the cost of work already carried out with such unsuitable patterns or equipment and for the cost of any damage to Seller’s other tools or property.
Where equipment is not supplied by the Buyer, only such equipment made by Seller and separately charged to Buyer in full, shall, when paid for, become the property of the Buyer. Buyer’s patterns, dies and equipment remain the property of the Buyer whilst in our possession.
PATTERN PLATES, RUNNER SYSTEMS, ETC. Where patterns are mounted on pattern plates, the runner/feeder system together with the pattern plates will remain the sole property of the Seller.

9) ALTERATIONS IN DESIGN OR SPECIFICATION. Seller reserves the right to modify prices should the Buyer request any changes in the design or weight of the article, or in the case of work to Government Specifications, if a specification is altered, after the quotation is accepted. Any alterations to drawings i.e. (issue no’s etc.) must be advised to the Sellers, prior to the Sellers acceptance of an official order. If the drawing issue number is not stated on the official order, then it is assumed that the items ordered are of the same specification and issue number as the last order.

10) STORAGE OF PATTERNS, DIES & EQUIPMENT. Supplier agrees to store Buyers equipment during the period of regular orders. If, for whatever reason, Buyer does not order from tooling stored at Suppliers premises for a period of 24 months, without notification, the Seller has the option to charge a rent or destroy the equipment, unless, within the 24 month dormant period, Buyer has notified Seller in writing of such patterns, dies or equipment that must be returned to Buyer at Buyer’s expense or Buyer agrees to pay a storage charge for past and continued storage. Thereafter, Buyer must notify Seller of intent on an annual basis.

11) INSURANCE COVER FOR BUYER’S PATTERNS, DIES & EQUIPMENTBuyer to insure all patterns, dies and equipment by Buyer. Seller will not accept any liability for loss of or damage of any or all patterns, dies or equipment, whether as the result of Seller’s negligence or any other cause.

12) TESTS. Unless otherwise stated, the expenses incurred in making any physical, mechanical, radio-graphic, analytical or other test required by the Buyer, including the weights of all tests pieces are charged as an extra at cost.

13) CARRIAGE. Unless otherwise stated, all quotations are for goods ex-works. At Sellers discretion, deliveries will be charged. If required, the cost of special deliveries can be quoted.

14) DAMAGE IN TRANSIT AND SHORT DELIVERY. Seller is not liable in respect of any damage to goods in transit, howsoever caused, or short delivery due to loss in transit, unless:

Seller is responsible for arranging carriage, and;
such damage or short delivery is reported by separate notice in writing to Seller and to the carriers within 3 days of receipt of goods by the Buyer, and;
the goods have been signed for by the Buyer either as damaged or as not examined.

15) DELAY OR NON-DELIVERY. In the event of delay in transit or non-delivery Seller is not liable and no claim can be entertained unless:

Seller is responsible for arranging carriage, or;
a separate notice in writing of non-delivery reaches Seller within 7 days from the date of despatch.

The times for delivery as stated in this quotation are estimates and shall date from the receipt by Seller of written instructions to proceed together with relevant drawings. Seller undertakes to commits where possible to adhere to the dates given but accept no liability for failures to do so.

16) DEFECTIVE GOODS. The Buyer shall be responsible for ascertaining any defects in supplied parts or materials as soon as possible after delivery and for notifying Seller in writing immediately and within 3 months of delivery. Seller will collect goods to evaluate defect(s). If within the 3 month time limit, any goods which are proved, to Seller’s satisfaction, to be defective will be reworked, replaced or credited in full at Sellers discretion. Seller shall be under no liability what-so-ever for free replacements, consequential loss or damages of any sort incurred by the Buyer in respect of defective goods.
If defective goods make up part of the total delivery, the remining goods shall be paid within the terms of the invoice while payment for disputed parts may be delayed.

17) INFRINGEMENT OF PATENT. The Buyer warrants that no infringement of any patent, registered design or trademark is involved in the order placed by Buyer or in any specification given by Buyer to Seller. The Buyer agrees to indemnify Seller in full against all actions, proceedings, claims and demands, damages, costs and expenses, which may be brought or made against Seller or which we may sustain or incur by reason of any such infringement.

18) FORCE MAJEURE. Seller shall NOT be under any liability what-so-ever in respect of or arising out of delay in manufacture or delivery or failure to deliver the whole or any part of the goods covered by this contract where such delay or failure is due to any circumstance of any kind what-so-ever outside Sellers control.

19) TERMINATION FOR BREACH OF CONTRACT, BANKRUPTCY, ETC. If the Buyer is subject to any distress or execution shall be levied upon Buyer, Buyer’s property or assets, or if the Buyer shall make on offer any arrangement or composition with creditors or shall commit any act of bankruptcy, or if any Petition or Receiving Order in Bankruptcy shall be presented or made against Buyer, or if (where the Buyer is a limited liability company) any Resolution or Petition to wind up such company shall be passed or presented (otherwise than for the purpose of bona fide reconstruction or amalgamation) or if a Receiver of such a company’s undertaking, property, or assets of any part thereof shall be appointed, in any such event Seller shall have the right forthwith to determine any subsisting contract with the Buyer, and upon written notice of such determination by Seller to the Buyer’s last known address, any such contract shall be deemed to have been determined, without prejudice to any other right or remedy to which Seller may be entitled.

20) PROPER LAW OF THE CONTRACT. This contract is subject to the law of England and Wales.

Arrow Limited - Trading Terms and Conditions

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