Terms and Conditions

Definitions

In the terms and conditions listed below; the following wording may be used:

“Contract” – the contract for supply of goods within these terms and conditions

“Buyer” – you, the person(s) or company purchasing goods from “Us, the Company”

“Us, the Company” or “Seller” – CLA Fabrications Ltd

Formation of Contract

Any order sent to the seller by the buyer shall be accepted at the discretion of the seller and, if accepted will only be accepted upon these conditions. Each order which is accepted shall constitute an individually legally binding contract between the seller and the buyer which shall incorporate he conditions, and such contract is hereinafter referred to as an “order”. These conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the buyer, and no addition, alteration or substitution of these terms will bind the seller or form part of any order unless they are expressly accepted in writing by person authorised to sign on the seller’s behalf.

Specification and Information

The buyer shall be responsible to the seller or ensuring the accuracy and specification of the terms of an order. No other specification shall form part of or be incorporated by reference into the order other than those (if any) that are expressly listed or set out on the face of the order. The buyer is responsible for ensuring that all relevant information as to the proposed use of the goods is made available both to the seller and where applicable, the end user.

Acceptance

Quotations are subject to acceptance within 30 days. Clerical errors and omissions are subject to correction. The buyer shall be deemed to have accepted all goods upon their delivery by the seller to the address specified in the order.

Delivery and Risk

Unless otherwise stated in the order, delivery costs are itemised and constitutes the value of a single (not part) delivery. The seller reserves the right to make additional charges to cover any increase in transport costs occurring before the date of delivery or in respect to an address other than the address specified in the order. Any time or date for the delivery given by the seller is given in good faith, but is an estimate only, but no liability whatsoever can be accepted by the company for late delivery. Neither does the company accept orders under penalty clauses, nor agree to liquidated damages for late delivery. Risk in the goods shall pass to the buyer upon delivery.

Title and Payment

The seller warrants that the seller has good title to the goods. Unless otherwise stated in the order, payment or the price of the goods comprised in each consignment delivered pursuant to an order shall become due at the end of the month in which that consignment is delivered and time for payment shall be of the essence. The seller reserves the right, by giving written notice to the buyer at any time before delivery to increase the price of the goods to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller,( such as, without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture),any change in delivery dates, quantities or specifications for the goods which is requested by the buyer, or any delay caused by any instructions of the buyer or failure of the buyer to give the seller adequate information or instructions If the buyer fails to make any payment on the due dates, then without limiting any other right or remedy available to the seller, the seller may cancel the order or suspend any further deliveries to the buyer.

Appropriate any payment made by the buyer to such of the goods (or the goods supplied under any other order or contract between the buyer and the seller) as the seller may think fit(notwithstanding any purported appropriation by the buyer) and charge the buyer interest(both before and after any judgement)on the amount unpaid at the rate of 2% per annum above bank of England base rate from time to time until payment in full is made( a part of a month being treated as full month for the purpose of calculating interest )and the seller reserves the right to calm interest under the late payments of commercial debts (interest) Act 1998

All payments (whether pursuant to an invoice issued by the seller or otherwise)due or payable to the seller under an order shall be payable immediately by the buyer upon the order being terminated and/or upon the sellers request despite any other provision. The seller hereby reserves the right to recharge the buyer for the costs incurred in connection with the sellers efforts to collect any outstanding payments including without limitation any costs incurred by the seller in connection with any third party debt collection agency. No payments by the buyer shall be deemed to have been received until the seller has received cleared funds.

The risk in the goods shall pass from the seller to the buyer upon delivery of such goods o the buyer. However notwithstanding delivery and the passing of risks in the goods title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Until such time as title 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 and/or identifiable from those of the buyer and third parties and properly stored and identifiable as the seller’s property. Until such time as title in the goods passes to the buyer, the seller may at any time require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, enter on any premises of the buyer or any third party where the goods are and repossess the goods. Until such time as title in the goods passes to the buyer, the buyer shall not be entitled to pledge or any way charge by way of security for any indebtedness any goods, but if the buyer does so all monies owning to the seller shall (without limiting any other right or remedy or the seller) forthwith become due and payable.

Storage

If the buyer fails to take delivery of the goods comprised in a consignment or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s control or by reason of the seller’s fault) then, without limiting any other right or remedy available to the seller, the seller may store the goods until actual delivery and charge the buyer for the reasonable costs ( including insurance ) of storage ; or sell the goods at the best price readily obtainable and ( after deducting all storage and all reasonable storage and selling expenses) account to the buyer for the excess over the price stated in the order or charge the buyer for any shortfall below the price stated in the order.

Damage in Transit

The seller will replace free of charge any goods proved to the seller’s satisfaction to have been damaged in transit provided that within 24 hours after delivery both the seller and the carriers have received from the purchaser notification in writing and where possible a photographic record of the damage and also, if and so far as practicable, of its nature and extent.

Force Majeure

The seller shall not be under any liability for any failure to perform any of its obligations under the order due to force majeure. Following notification by the seller to the buyer of such cause, the seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this condition, “force majeure” means fire, explosions, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.

Limitation of Liability

In no circumstances shall the seller be liable to buyer (or any third party) in contract, tort, (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, revenue, business, contract, revenues, wasted expenditure or anticipated savings, or (ii) for any special indirect incidental or consequential damage f any nature whatsoever. The seller’s liability to the buyer in respect of the order, in contract, tort (including negligence or breach of statutory duty) or howsoever arising shall be limited to the price of the goods specified in the order.

General

Each right or remedy of the seller under the order is without prejudice to any other right or remedy of the seller whether under the, order or not, if any provision of the order is by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability, or unreasonableness, be deemed severable, and the remaining provisions of the order and the remainder of such provision shall continue in full force and effect. Failure or delay by the seller in enforcing or partially enforcing provision of the order shall not be construed as a waiver of any of its rights under the order. Any waiver by the seller of any breach of, or any default under, any provision of the order by the buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the order. The parties to the order do not intend that any term of the order be enforceable by virtue of the contracts (rights of third parties) Act 1999 by any person that is not a party to it.

Applicable Law

The order shall be considered a contract made in England and shall be governed in all respects by the law of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts.