1 General

The following conditions issued by Carclo Technical Plastics Ltd ("the Company") apply to any contract of which these conditions form part to the exclusion of any conditions of order or purchase of the Customer or any other standards, specifications, conditions or particulars of or adopted by the Customer, unless expressly accepted in writing by the Company as part of the contract.

No order placed in response to the Company's quotation will be binding unless accepted by the Company in writing.

All quotations are subject to change or withdrawal by the Company at any time prior to acceptance of order as herein provided.

2 Prices

Where the goods are sold by reference to the Company's published price list, the price payable for the goods shall be the ruling price as published in the price list current at the date of despatch of the goods from the Company's premises.

In other cases the price stated in the contract is based on the cost to the Company of materials, fuel and power, transport and labour at the date of acceptance of the order or quotation (whichever is earlier). If at the date of despatch of the goods from the Company's premises or the manufacturer's premises there has been any increase in all or any of such costs the price payable for the goods may at the request of the Company be increased accordingly.

Where the price for the goods is varied in accordance with this condition the price as varied shall be binding on both parties and shall not give either party any option of cancellation.

There shall be added to the price for the goods any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the goods (whether initially charged on or payable by the Company or the Customer).

3 Cancellation

Orders cannot be cancelled except by mutual agreement, and the payment by the Customer of all liabilities incurred on the order.

4 Quantities

The price is for the stipulated quantities only and must not be taken to apply to an order for any lesser quantities. Delivery up to 10 per cent above or below the quantities ordered shall be permissible.

All quotations for goods to be delivered from stock are subject to availability of stocks at the date of delivery.

5 Order Schedules

Orders received from the Customer calling for scheduled deliveries will be treated as firm for quantities of mouldings two months forward from date of receipt of the order schedule and three months forward for all material necessary for production. 

6 Colour

The colour of goods shall be subject to reasonable variation and the Customer shall not be entitled to reject any delivery or any further instalment or part of the order or repudiate the contract or the order by reason of any reasonable variation in the colour of goods. 

7 Terms of Payment

Prices quoted are net Mouldings

Accounts are due for payment not later than the 20th of the month following the month of delivery.

Tooling

Tooling terms are as specified on the quotation. Production of mouldings cannot commence until tooling costs are paid in full.

Failure to pay for any goods or for any delivery or instalment shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the Customer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue accounts at the rate of 2% per month. The Company reserves the right where genuine doubts arise as to a Customer's financial position or in the case of failure to pay for any goods or any delivery or instalment as aforesaid to suspend delivery of any order or any part of instalment without liabilities until payment or satisfactory security for payment has been provided. 

8 Delivery

Any stipulated time for delivery shall date from the issue by the Company of the Company's acknowledgement of order or the receipt by the Company of all the necessary information, drawings, inserts to enable the Company to put the work in hand, whichever is the later.

The delivery or performance dates specified in the contract are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery. The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Company's premises or elsewhere), hostilities, breakdowns, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company's control or of an unexpected or exceptional nature.

No delay shall entitle the Customer to reject any delivery or any further instalment or part of the order or any other order from the Customer or to repudiate the contract or the order.

The Company cannot undertake to meet any schedule of Customer's requirements supplied after the date of the contract and will have no liability whatever for delay in meeting or failure to meet all or any of such requirements (howsoever such failure or delay may arise) unless and to the extent that the Company expressly agrees in writing to meet such requirements. 

9 Title of Goods

The risk in the goods shall pass to the Customer:

(i) when the goods are despatched from the Company's premises at the request of the Customer or

(ii) if none of the goods are appropriated to the Customer but kept at the Company's premises at the request of the Customer at the time of appropriation.

Notwithstanding sub-clause (i) above legal and equitable ownership of the goods shall remain with the Company until payment for the goods has been received by the Company in full or until the Customer sells the goods to its customers by way of a bona fide sale at full market value whichever shall first occur.

At any time prior to full payment (whether or not payment is then overdue) the Company may (without prejudice to any of its other rights) retake possession of the goods or any part thereof and may enter on the Customer's premises by its employees or agents for that purpose.

Until the time of full payment for the goods the Customer shall be a bailee of the goods on behalf of the Company and shall store the goods in such a way that they are separately identifiable, nevertheless prior to the time of full payment the Customer is entitled to use the goods in the normal course of its business or to sell the goods to third parties in the normal course of its business. The Company shall have the right to trace the proceeds of sale according to the principles in Re Hallett's Estate (1880) 13 CH D696. 

The Customer's right to use the goods or to resell them prior to full repayment may be terminated forthwith by written notice given by the Company to the Customer and shall automatically terminate with or without such notice if the Customer becomes insolvent or enters into any composition or agreement (involving a voluntary arrangement) with its creditors or being a body corporate has passed a resolution for voluntary winding up except where solely for the purpose of reconstruction or if a petition has been presented or an order for its winding up or for a Receiver (including an Administrative Receiver) or Administrator to be appointed or if any such order or appointment is made or if, being an individual or partnership, the Customer suspends payment of his or her debts in whole or part or if an application has been made for an interim order or a petition has been presented for a Bankruptcy Order or if any such order is made or if the Customer, whether or not a body corporate, shall be subject to any analogous act or proceedings under foreign law.

10 Carriage

Subject as hereinafter provided and unless otherwise stated, prices include free delivery by method of transport of the Company's choice to the destination stated on the contract if such destination is on the mainland of Great Britain. If such destination is not on the mainland of Great Britain the goods will be delivered FOB. British port or as otherwise agreed. Additional costs of delivery by other means will be invoiced to the Customer. On consignments of less than £500 sales value the actual cost of carriage will be charged in addition to the quoted price. 

11 Damage in Transit

The risk in the goods passes to the Customer in accordance with clause 9 and, subject as hereinafter provided, the Company accepts no responsibility for any damage, shortage or loss in transit thereafter.

When the price quoted includes delivery, the Company will repair or replace free of charge goods damaged in transit provided the carrier and the Company receive written notification of such damage within three days of delivery, but not otherwise; and provided that nothing has been done by the Customer which will invalidate any claim the Company may have on the carriers. Shortages from packages must be notified in writing to the Company and to the carriers within three days after delivery. 

12 Goods, warranty, limit of responsibility

The Company warrants in relation to goods of the Company's manufacture that it will (at the Company's choice) either repair or replace, or refund the full purchase price of, any goods which are found within a period of 10 days in respect of any defects which would be apparent on inspection or 6 months in the case of defects which would not be apparent on inspection, as appropriate, from despatch of such goods from the Company's works ("the warranty period") to be defective or not in accordance with the contract or any express description or representation given or made on behalf of the Company in respect of the goods. The Company will require a reasonable period of time to carry out any repairs or replacements.

The Company warrants in relation to goods not of the Company's manufacture (including but not limited to parts and components supplied by others for goods manufactured by the Company) that it will so far as it is able to do so give the Customer the benefit of any express guarantee or warranty by the manufacturer or supplier of such goods and of any other rights which the Company has against the manufacturer or supplier.

The Customer's remedies in respect of any claim under the foregoing express warranty or against any manufacturer or supplier as aforesaid or any claim under any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in relation to goods of the Company's manufacture be limited to repair replacement or refund of the purchase price as aforesaid and any condition or warranty implied by law shall cease to apply after the expiry of the warranty period and in all other cases shall be limited to the enforcement of the above-mentioned liabilities of the manufacturer or supplier.

The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule or law. 

13 Tools and Tooling

Tools manufactured by the Company will be maintained at the Company's expense throughout their working life on condition that the tool remains on the site of the Company. Refurbishment costs due to fair wear and tear will be the responsibility of the Customer.

Tools manufactured by the Company but not used for the production of mouldings at the site of the Company will not be maintained at the Company's expense. This condition shall also apply at the date of departure, when tools that have produced mouldings at the site of the Company are taken away.

Tools not manufactured by the Company will be the subject of a maintenance and refurbishment cost as and when necessary and will be fully chargeable to the Customer.

Tools and tooling manufactured by the Company for the Customer and tools and tooling owned by the Customer shall at all times be at the risk of the Customer and the Company shall not be liable for any loss or damage thereto of whatsoever nature and howsoever arising.

The Customer should, unless agreed otherwise in writing with the Company, ensure that all such tools and tooling is insured in the full reinstatement value thereof and that the policy of insurance takes account of the limits of the Company's liabilities set out in these conditions.

The Company shall in no circumstances be liable for any consequential loss or damage resulting from loss. damage, or non-performance of the tools and tooling.

The Company shall have a general and a particular lien over any tools and tooling of the Customer at the Company's premises and may retain the same whilst payment for that or any other goods from the Customer to the Company is overdue. For the avoidance of doubt the Customer shall not be entitled to enter upon the Company's premises to remove any tools or tooling over which the company claims a lien unless otherwise agreed by the Company in writing, without prejudice to any other right or remedy against the Customer the Company may, after giving one month's notice in writing to the Customer, sell any article so retained if any monies from the customer to the Company are overdue by more than six months and is still unpaid before the sale. After deducting the costs of, and incidental to the sale the Company may apply the proceeds of sale in satisfaction or part satisfaction of all unpaid charges by the Company to the Customer and the Company shall pay any residue of the net proceeds of sale to the Customer. 

14 Free Issue Materials

Parts will be free of all costs to the company and supplied with the quoted scrap allowance. Metal inserts are to be supplied in a clean state suitable for immediate use. 

15 Designs and Drawings

The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the Customer to the Company, whether written or verbal, is in all respects complete, accurate and entirely suitable for the Customer's requirements.

Unless otherwise expressly agreed, the Company shall have no responsibility for the performance, suitability or durability of any tools, tooling, goods or any materials or workmanship comprised therein to the extent that the same is manufactured in accordance with the Customer's designs, drawings, standards of specifications.

When requested the Company will submit suggestions concerning design or construction of goads or designs and working drawings for same, but the company shall not be responsible or liable for the practicability of these submissions or for the practicability of any drawings, designs and specifications, provided by the Customer or for the results to be obtained from the use of goods which are in conformity with the drawings and specifications. The Company's liability is expressly limited to the cost of correction or replacement by the Company of faulty workmanship or material or if the Company in unable to make the goods to meet the approved designs and specifications.. then the Company's liability is limited to the return of any monies already paid to the Company by the Customer in respect of the said goods. Any work resulting from alterations in design or specification which may subsequently be found necessary will be the subject of an additional charge. 

16 Indemnity

The Customer shall indemnify the Company against all action, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the Customer's instructions, whether express or implied.

The Customer agrees upon demand to indemnify the Company against all losses, damage, injury, costs and expenses of whatever nature suffered by the Company to the extent that the same are caused by or related to:

a) specification or designs given or stipulated by the Customer; or b) defective materials or products supplied by the Customer to the Company and incorporated by the Company in goods produced by the Company for the Customer.

c) the improper incorporation, assembly, use, processing, storage or handling of goods by the Customer.

The Customer shall satisfy itself that the goods are suitable for any product or application for which they are to be used before the goods are incorporated into such product or application. 

17 Errors

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. 

18 Law and Jurisdiction

These conditions are governed by English Law. Any disputes arising out of these Conditions shall be submitted to the non-exclusive jurisdiction of the English Courts.