Terms & Conditions
SMALL ORDER SPRINGS AND PRESSINGS LIMITED
CONDITIONS OF SALE
For the purpose of these terms and conditions the following definitions shall apply;
"SOS" means Small Order Springs and Pressings Limited – or any of its associated Companies.
"Buyer" means the party named as such in the invoice or order form annexed hereto.
"Order" the order placed by the Customer for the supply of Goods detailed in the order form.
"Goods" means all items referred to in the order form or invoice.
Unless otherwise agreed in writing by a Director of SOS – all contracts are subject to the terms and conditions.
These are chargeable at the discretion of SOS, as is the cost of delivery of samples.
Unless otherwise stated, all prices.
a) are net ex-works, and apply only to the total quantity of goods and delivery dates detailed in the order. Additional costs incurred by SOS on account of alterations made at the buyer's request to quantities, delivery dates or to specifications shall be borne by the buyer
b) are based on current costs at date of the order and are subject to increase to the extent of any subsequent alterations in exchange rates, new or increased taxes, duties or any other increased costs or charges imposed upon SOS.
c) are exclusive of VAT which will be charged (where applicable) at the current rate at the time of delivery.
4. TERMS OF PAYMENT
a) Payment at net invoice price for U.K. trade 30 days after the date of invoice and for the export trade due as specified prior to acceptance of the order.
b) The prompt payment of accounts is a condition precedent of further deliveries and (without prejudice to other remedies in respect of overdue payments) SOS reserves the right to charge interest (as well after as before any judgement) at the rate of 2.5% per week above the base rate from time to time in force of National Westminster Bank PLC on the outstanding indebtedness from the date on which payment becomes due, such interest accruing payable without deduction of tax.
a) The time and place(s) of delivery shall be specified in the buyers order, subject (where applicable) to condition 7 hereof.
b) All delivery dates are to be treated as estimates only unless an express undertaking in writing to guarantee delivery on a specified date has been given. Deliveries may in any event be postponed or suspended without liability during any period in which circumstances of any kind outside the direct control of SOS hinder or prevent the manufacture of despatch of goods.
a) If the buyer cancels all or part of an order at any time the buyer shall forthwith upon demand re-imburse SOS for any costs incurred by or on behalf of SOS in dealing with such cancelled order.
b) In addition to and without prejudice to subsection (a) above, in the event of cancellation by the buyer of an order for goods to be made in accordance with the buyers specifications, if such cancellation takes place after all or part of such goods have been made or begun to be made then the buyer shall pay the full agreed price of all goods made or begun to be made up to the time of cancellation. In such circumstances all fully or partly finished items will be delivered to the buyer at the request and expense of the buyer.
7. CARRIAGE AND PACKING
Unless otherwise specified the cost of carriage is charged extra. For U.K. Trade, prices, which include carriage cover deliveries to one single address in all mainland areas of England, Scotland and Wales. Extra costs of delivery beyond the mainland (including any duty and landing charges), or of special delivery at buyers request by passenger train or other methods, will be charged to the buyer.
8. LOSS OR DAMAGE IN TRANSIT Where the price includes delivery SOS will at its discretion replace, free of charge goods lost or damaged in transit to U.K. buyers, or to British port for export buyers provided that:-
a) in he event of damage or delivery shortage the buyer must notify SOS in writing (facsimile where possible) within 48 hours after the receipt of the goods
b) in the case of loss such notice is given within 7 days after the despatch
c) where goods are accepted from the carrier without being checked the carriers delivery book is signed "not examined"
d) where the buyer specifies the carrier, responsibility for loss or damage in transit lies with the buyer.
9. PASSING OF PROPERTY & RISK
a) Risk of loss or damage of any kind to the goods shall pass to the buyer on delivery to its place of business or to its recognised agent or upon collection by his specified carrier.
b) SOS will retain title to the goods which will not pass to the buyer until SOS receives payment for the goods in full. Until such payment has been made the buyer will keep the goods as bailee of SOS and store them in such a way as to enable them to be readily identified as property of SOS and shall keep them from any charge or lien or at the request of SOS shall deliver them to SOS or shall allow SOS to enter the buyers premises to repossess the goods and subsequently resell them and recover from the proceeds of sale the sums owing to SOS and the costs of such sale any remaining balance being paid to the buyer.
c) Notwithstanding the provisions of (b) above provided that the buyer continues trading and is solvent then before SOS receives full payment of all sums due to SOS from the buyer, the buyer may nevertheless sell the goods in the ordinary course of business as principal and SOS shall be entitled legally and beneficially to the proceeds of sale which, until full payment is made to SOS of all sums owed by the buyer, shall be kept by the buyer in a form which allows them to be identified as such proceeds of sale and in a separate bank account to that normally used by the buyer.
d) Nothing contained in the clause shall relieve the buyer of its obligation to pay in accordance with clause 4 hereof for goods delivered.
SOS will (entirely at its discretion and expense) replace or refund the invoice values of any defective goods if written particulars of the alleged defect or misdescription are received by SOS no later than 7 days after the date of invoice and the goods (if so requested by SOS) are returned carriage paid and in the same condition as at the time of delivery to the buyer and failing such request the goods are held for inspection by SOS or its agents. If the complaint is justified, SOS will refund any carriage charges paid.
The buyer shall indemnify SOS against all claims for infringement or alleged infringement of third parties' patented copyright or other industrial property rights, and all costs and expenses incurred in connection therewith arising from the execution of the buyers order in accordance with the buyers specifications.
12. INSOLVENCY ETC OF BUYER
a) If the buyer makes default in or commits any breach of any of its obligations, or,
b) If any distress warrant or execution is levied upon the buyer, the buyers property or assets , or if the buyer makes or offers to make any arrangement or composition with its creditors or commits any act of bankruptcy or if any receiving order in bankruptcy is presented or made against the buyer, or if the buyer is a limited company and any resolution or petition to wind up its business is passed or presented otherwise that for a solvent reconstruction or an amalgamation or if a receiver of its property or assets or any part thereof is appointed, we shall (without prejudice to any claim or right SOS might otherwise make or exercise) have the right forthwith to determine the contract by summary notice.
Any notice given hereunder by post, telegram, telemessage, facsimile or e-mail to the recipient at its principal or registered office shall be deemed to have been property served at the time when in the ordinary course of post or transmission it would reach its destination.
14. GOVERNING LAW
These conditions shall be construed and shall take effect in all respects.