Studfast Studwelding Ltd, 1 Low Farm Place, Moulton Park, Northampton, NN3 6HY         Tel:  01604 790901  Fax: 01604 492946

Terms and Conditions of Sale

Terms & Conditions of Sale

1. Interpretation
1.1 In these Conditions:
“BUYER” means the person who accepts a quotation of the seller for the sale of goods or whose order for the goods is accepted by the seller
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these conditions
“SELLER” means STUDFAST STUDWELDING LTD 5 LOW FARM PLACE MOULTON  PARK NORTHAMPTON. registered in England under number 2310404
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed  in writing between the Buyer and the Seller
“CONTRACT” means the contract for the sale and purchase of the goods
“WRITING” includes telex cable facsimile transmission and comparable means of communication
1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time
1.3 The headings in these conditions are for convenience only and shall not affect their interpretation

2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the goods in accordance with any written quotation of the seller which is accepted by the buyer or any written order of the buyer which is accepted by the seller subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the buyer
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller
2.3 The seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the seller in writing in entering into the contract the buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
2.4 Any advice or recommendation given by the seller or its employees or agents to the buyer or its employees or agents as to the storage application or use of the goods which is not confirmed in writing by the seller is followed or acted upon entirely at the buyers own risk and accordingly the seller shall not be liable for any such advice or recommendation which is not so confirmed
2.5 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 seller shall be subject to correction without any liability on the part of the seller

3 Orders and specifications
3.1 No order submitted by the buyer shall be deemed to be accepted by the seller and until confirmed in writing by the sellers authorised representative
3.2 The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the buyer and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms
3.3 The quantity quality and description of and any specification for the goods shall be those set out in the sellers quotation (if accepted by the buyer) or the buyers order (if accepted by the seller
3.4 If the goods are to be manufactured or any process is to be applied to the goods by the seller in accordance with a specification submitted by the buyer the buyer shall indemnify the seller against all loss damages costs and expenses awarded against or incurred by the seller in conjunction with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent copyright design trade mark or any other industrial or intellectual property rights of any other person which results from the sellers use of the buyers specification
3.5 The seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or EC requirements or where the goods are to be supplied to the sellers specification which do not materially affect their quality or performance
3.6 No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in writing of the seller and on terms that the buyer shall indemnify the seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used ) damages charge and expenses incurred by the seller as a result of cancellation
3.7 An open or blanket order (i.e. a document setting out all details of an order except quantities and delivery requirements which information is to be supplied by schedules from the buyer shall not be considered as authority to proceed with the preparation for manufacture or the manufacture of any components Only the delivery schedule will provide the required authority to proceed and schedules will be accepted under the sellers Terms and Conditions The seller reserves the right to advise delivery according to the sellers manufacturing lead times applicable upon receipt of the buyers schedule
3.8 The schedule order (i.e.) an order calling for a specific quantity spread over a defined period) shall  constitute authority for manufacture of the total order and shall define the Buyers ultimate liability
3.8.1 scheduling shall permit completion of delivery of an order within twelve months from the date when the order was received except by mutual agreement between the Buyer and the Seller on a longer or shorter period
3.8.2 minimum quantity for call of at any one time shall be stated on quotation and/or order acknowledgement
3.8.3 minimum notice for change in delivery requirements Four weeks
3.8.4 the buyer shall at all times be liable for current scheduled total stocks work in progress special material and manufacturing tools
3.9 Specifications
3.9.1 Undefined specifications
 if manufacturing tolerances materials or type of finish are not clearly defined in any specification or drawing supplied by the Buyer the Seller reserves the right to manufacture to the Seller’s  commercially accepted tolerance or finish or from the Seller’s commercially accepted material for the product concerned
3.9.2 Defined specifications
where detailed specifications are to be supplied by the Buyer it must be in reasonable time to enable the Seller to complete deliveries in the period mutually agreed
3.9.3 Change specification
the Buyer is liable for any costs involved in manufacturing tools and/or products and any losses incurred by the Seller as a result of amendments requested by the Buyer for the specifications originally agreed

4. Price of the goods
4.1 The price of the goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s  published price list current at the date of acceptance of the order All prices quoted are valid for Sixty days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer
4.2 The Seller reserves the right by giving 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 costs 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
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable 
to pay the Seller’s charges for transport packaging and insurance
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the goods but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date
4.6 Where an order is received for a quantity different from that quoted for or where delivery is required in installments smaller than those specified in the quotation or where product specifications given on the order are different from those stated in the quotation prices may be subject to amendment

5. Terms of payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time after delivery of the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods
5.2 The Buyer shall pay the price of the Goods within a month and the Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer  The time of payment of the price shall be of the essence of the Contract  Receipts for payment will be issued only upon request
5.3 If the Buyer fails to make any payment on the date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
5.3.1 cancel the contact or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the  goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer)and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of Four per cent per annum above Barclays Bank base rate from time to time payment in full is made ( a part of a month treated as a full month for the purpose of calculating interest

6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are easy for collection or if some other place for delivery is agreed by the Seller by the Seller delivering the Goods to that place
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused Time for delivery shall not be of the essence unless previously agreed by the Seller in writing  The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer
6.3 No responsibility can be accepted for damaged materials or short delivery where the carriers have been given a clean receipt
6.4 Any damage or short delivery must be notified to the Seller in writing within Three days  In the case of short delivery of any item the notice to the Seller must specify the following:
6.4.1 number of packages of that item received and their total gross weight;
6.4.2 details of any damage to packages
6.5 Where delivery of the Goods is to be made by the Seller in bulk the Seller reserves the right to deliver up to One per cent less than the quantity ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered
6.6 Where the Goods are to be delivered in installments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of  the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated
6.7 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
6.8 If the Buyer fails to take delivery of the Goods 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 reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:
6.8.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.8.2 sell the Goods at the best  price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract 
6.9 In the case of the Buyer requesting postponement of delivery of a part of or the whole of the Goods ordered for a period not exceeding Three months from the delivery date originally required  the Contract shall not be invalidated but:
6.9.1 if manufacture of the Goods has not commenced the price shall be subject to variation and the revised price shall be notified to the Buyer by the Seller following receipt of the revised delivery dates required;
6.9.2 if manufacture of the Goods has been commenced then:
6.9.2.1 the Goods will be invoiced and paid for as if the delivery date had not been postponed;
6.9.2.2 a storage charge of 1.5% per month of the invoice value of the Goods will be charged from the date of the invoice as in 6.9.2.1 above to the actual date of despatch;
6.9.2.3 deferment of delivery will not be extended longer than three months after the delivery date originally required and Goods will be despatched and storage charges will be invoiced at the termination of that period  Any request for postponement of delivery for a period exceeding three months shall be regarded as a cancellation of the order
6.10 Goods returned by the Buyer to the Seller without justifiable reason may be subject to a re-handling charge at the sole discretion of the Seller

7. Risk and property
7.1 Risk of damage to or loss of the Goods (the risk) shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises risk will pass at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises risk will pass at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has tendered delivery of the Goods
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due
7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and third parties and properly stored protected and insured and identified as the Seller’s property until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods 
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

8. Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specifications at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use or twelve months from delivery whichever is the first to expire
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear wilful damage  negligence  abnormal working conditions  failure to follow the Seller’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts  materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller
8.3 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
8.4 Where the Goods are sold under a consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified in writing to the Seller within seven days from the date of delivery or ( where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure  If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for which defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price ) but the Seller shall have no further liability to the Buyer subject to the Seller being given facilities to facilitate inspection investigation and testing of the Goods
8.7 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs  expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control  Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God  explosion  flood  tempest  fire or accident
8.8.2 war or threat of war  sabotage  insurrection  civil disturbance or requisition;
8.8.3 acts  restrictions  regulations bye-laws prohibitions or measures of any kind on the part of  any governmental  parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes  lock-outs or other industrial actions or trade disputes (whether involving employees if the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials labour fuel parts or machinery;
8.8.7 power failure or breakdown in machinery

9. Insolvency of the Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being and individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases or threatens to cease to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

9.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

10 General
10.1 Any  notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby
10.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society
10.5 The Seller reserves the right to sub contract the fulfillment of any order or contract or any part thereof