Terms and Conditions of sale

1.98.Issue 1

THE STAMFORD GROUP LTD TERMS AND CONDITIONS OF SALE

1. General
1.1 All quotations and/or contracts are made upon the following conditions and no variation, qualification or cancellation of any of them will bind us unless agreed by us in writing.
1.2 These terms and conditions shall govern all our contracts and shall be deemed to supersede any terms and conditions contained in the buyer’s order.
Without prejudice to the foregoing, any disagreement with our terms and conditions may be conveyed to us in writing within FIVE days from the date of receipt of our order acknowledgement.
Failure to do so will be regarded as acceptance of these terms and conditions in full.
1.3 Quotations and prices are subject to withdrawal or alteration without notice.
1.4 Our contract shall be governed by and constructed in accordance with English law. Any action or proceedings of any nature or in any way relating to any contract with us or to any goods supplied under such a contract shall be initiated against us only in the English Courts and the buyer will not give effect to any award that may be against us in consequence of any such action or proceedings not initiated in England.

2. Prices
2.1 All prices are net, except where otherwise stated.
Quotations are made and orders accepted on the basis that, should costs rise over those prevailing at the date of the contract, we reserve the right to increase the price on all undelivered goods to make full allowance therefore or at our discretion to invoice at the price ruling at the date of supply 2.2 All contracts are concluded on the basis of prices exclusive of value added tax (VAT). Where applicable VAT will be charged at the rate ruling to the relevant tax point not withstanding that any other amount may have been previously notified to the buyer.
2.3 Unless otherwise stated all quotations are for ex-works prices and include the cost of transport and installation and of any tests required by the buyer after delivery.

3. Terms of Payment
3.1 The terms stated are an essential feature of the contract and will be strictly complied with.
3.2 Otherwise than in the case of a pro-forma contract, payment shall be made not later than THIRTY days after the invoice date without deduction for discount or for any other reason and without deferment or set-off in respect of disputes or cross claims.
3.3 In the case of pro-forma contract, payment shall be made not less than FIVE working days before delivery is requires. All other conditions as per 3.2 shall apply.
3.4 Unless otherwise provided, all payments shall be in Sterling at our principal place of business in the United Kingdom. Should payments in a different currency be provided under the contract then in the event of a devaluation of such currency after the date of the contract any prices or charges shall be increased in proportion with the alteration in the parity rate between such currency and Sterling.

4. Ownership of the Goods
4.1 The title in goods produced for the buyer and/or sold by us to the buyer shall remain vested in us, and the goods shall be held by the buyer on our behalf as security until full payment of all sums due from the buyer to us is effected. Should the buyer and/or any third party having notice of this provision, and having acquired the goods in question, be unable to meet its obligations towards us we remain entitles to without any delay and without any prejudice to any other rights that we may possess.
4.2 The buyer shall be entitled to re-sell the goods to which the title remains vested in us pursuant to clause 4.1 either as such or incorporated into other goods, but in such event he shall inform his purchaser of the provisions of clause 4.1 and the buyer to us is effected.

5. Specification
5.1 Except as provided in clause 5.2 no guarantee is given that goods supplied will conform in detail with any descriptions and illustrations in our catalogue or brochures or with any others on which any quotation may be based or with any samples submitted and none of these shall form part of any contract. We reserve the right to substitute alternative materials for any specified or used in samples.
5.2 Drawings and specifications specially prepared for the purpose of a contract shall form part thereof unless we stipulate otherwise. The buyer shall accept variations on size and specification consistent with normal manufacturing tolerances.

6. Jigs and Tools
6.1 Where tools. dies, moulds, patterns and/or jigs are prepared specially for a contract they will remain our property not withstanding that payments have been made in regard to them by the buyer directly or indirectly in whole or in part. We undertake for a period of TWO years from the completion of any quantity contract to maintain in working order or at our option to replace any such items which have failed or are incapable of production where this has arisen exclusively from any inherent defect or from fair wear and tear. At the end of any TWO year period without use we shall have the right to dispose of such items on giving the buyer THREE months notice in writing 6.2 Payment for the tool shall be made: One third with order; one third on notification by us to the buyer that the tooling has been manufactured; one third on approval of prototypes.

7. Despatch
7.1 We estimate delivery times in good faith, calculating them from the date of our acknowledgement of order and from receipt of all information reasonably required to enable us to put the work in hand. All such times are to be treated as estimates only and are not a condition of any contract and we shall not be liable to the buyer for any loss or damage suffered due to a failure to keep such times.
7.2 We shall be entitled to make part deliveries of any quantity of goods ordered by the buyer and to deliver separate invoices for payment in the usual way in respect of all deliveries made.
7.3 We reserve the right to suspend, delay or cancel the execution of any contract for any cause beyond our reasonable control.
7.4 If despatch or collection of goods ready for delivery is delayed for any reason for which the buyer is responsible, we reserve the right to render an invoice and call for payment and arrange storage at the buyers expense. All risk of loss or damage howsoever caused, shall pass to the buyer at the latest upon the expiry of SEVEN days from our written notice that such goods are ready for delivery or collection under the contract.
7.5 In the case of goods to be packed, stored or despatched or to be delivered elsewhere than at our own premises, all risk of loss or damage howsoever caused as a result of such operations shall be borne by the buyer.
retrieve our property without cost to ourselves and

8. Variations of Quantity
8.1 Where goods are made or modified specially for a contract we shall be free to treat the contract as complete although short delivered or to deliver over made goods to the extent of4% of the contracted quantity and to give a rebate or to charge therefore at the contract rate.
Invoices be revealed by a reasonably diligent examination, must be notified to us in writing within THREE days of receipt of such goods. If no such notice is received within THREE days the goods will be deemed to be in all respect in accordance with the contract and the buyer will be bound to accept and pay for them.

9 Invoices
9.1 Duplicates of sales invoices will not be issued to the buyer unless an acceptable form of indemnity for the purpose of Value Added Tax is received prior to the issue of such duplicates.

10. Delay or Cancellation
10.1 In the event that the buyer delays and/or cancels the production of any goods already ordered and acknowledged by us for forward delivery, with less than FOUR weeks notice given to us in writing, we reserve the right to invoice the buyer with 40% of the order value so affected by the lack of prescribed notice, for payment in accordance with our nominal terms, as per paragraph 3.2. Furthermore, the full cost of any raw materials, bought-in parts, work in progress specially incurred against buyer’s order(s), which are not consumed within THREE months from the first notification to us of the delay or cancellation will be invoiced and payable in accordance with our normal terms.

11. Liability
11.1 Our liability in respect of any defect in, or failure of goods supplied or in respect of any loss, injury or damage, directly or indirectly attributable thereto is limited: 11.2 To any such matter arising from such goods as supplied by us and which have been used solely in accordance with the recommendations as stated in our catalogues or other brochures or otherwise as specifically approved by us in writing and furthermore is limited: 11.3 To the replacement or repair of such goods on return promptly to our works (unless otherwise arranged by us) and is in any event subject to the failure and defects appearing therein under proper use and arising solely from faulty design, materials or workmanship within a period of SIX calendar months after the original goods shall have been first delivered or such shorter periods as may be specified at the termination of which all liability ceases. Our liability under this clause shall be in lieu of all liability otherwise arising from any warranty or condition, whether expressed or implied by statute or at common law or otherwise howsoever as to the quality or the fitness for any particular purpose of such goods.
11.4 Save as herein provided we shall be under no liability in contract tort or otherwise for any injury, loss or damage or whatsoever kind or howsoever caused or for anything done or omitted in connection with the goods or any work in connection therewith or any defect inherent, latent or otherwise, which may exist or subsequently develop and notwithstanding that the same may be due to negligence on the part of ourselves our employees, servants or agents.
11.5 The buyer shall indemnify us against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with the use, functioning, condition or state of the goods supplied by us.

12. Claims
12.1 Notification of non delivery of any consignment of goods must be made to us by the buyer, its servants or agents in writing within TEN days from receipt of goods.
12.2 - The buyer is advised to inspect goods immediately upon arrival.  Any claim for a failure of the goods to be in accordance with the contract which ought to be revealed by a reasonably diligent examination must be notified to us in writing within THREE days of receipt of such goods.  If no such notice is received within THREE days the goods will be deemed to be in all respect in accordance with the contract and the buyer will be bound to accept and pay for them.