Terms & Conditions conditions of sale, conditions of purchase
TTAP Group Ltd (Company Registration No. 2689126)
Registered Office and principal place of business: 17 St. Margaret's Way, Stukeley Meadows Industrial Estate, Huntingdon, Cambs PE29 6EB.
Conditions of Sale1. APPLICATION These conditions apply to all contracts for the sale of goods by TTAP Group Limited ("the Company") to any buyer ("the Customer") and prevail over and extinguish all terms and conditions imposed or sought to be imposed by the Customer or implied by trade, custom, practice or course of dealing insofar as such terms and conditions are inconsistent herewith or additional hereto. Purported provisions to the contrary are hereby excluded. No alteration, exclusion or waiver of any of these conditions shall be effective or binding unless made in writing by a Director of the Company.
2. QUOTATION AND CONTRACT
2.1 A quotation by the Company does not constitute an offer and may be revised or withdrawn at any time prior to the Company's acceptance of the Customer's order. 2.2 The Company's acceptance of the Customer's order shall be conditional upon approval of the Customer's credit. 2.3 Customer's orders, based on the Company's quotations, are open for acceptance for not more than 28 days from the date of the quotation. Unless otherwise stated items marked ex-stock are quoted subject to their being unsold upon receipt of an order. 2.4 A scheduled order, calling for delivery to be made at specific times over a certain period, shall constitute unqualified authority for manufacture and shall define the Customer's liability. For all such orders, unless otherwise mutually agreed upon in writing, the Company shall have the right to complete the whole of the order within 6 months after receipt of the order.
3. PRICES
3.1 Prices payable for goods shall be those ruling at the date of despatch. All printed price lists are subject alteration without notice. 3.2 All prices are quoted and shown exclusive of VAT. 3.3 The Company reserves the right to impose minimum item, plating and invoice charges as advised from time to time.
4. TERMS AND PAYMENT
4.1 Payment of all invoices shall be made in full not later than the end of the month following that in which delivery of the goods or of invoice whichever is earlier was effected, unless otherwise agreed in writing by a Director of the Company. 4.2 In the event of default in payment by the Customer in full of any invoice the Company reserves the right to demand payment of all monies then outstanding from the Customer to the Company on any account and shall be entitled without prejudice to any other right or remedy to suspend all further deliveries or any contract or contracts between the Company and the Customer without notice and to charge interest on any amount outstanding at the rate of 4% per annum above the Base Lending Rate of Lloyds Bank plc in force at the time for the period from the date when payment was due until the date when payment is made. 4.3 If any contract still uncompleted is broken all other contracts can also be considered broken at the Company's option.
5. DELIVERY & CARRIAGE
5.1 While reasonable efforts will be made to meet delivery dates, any time or date of delivery mentioned in any quotation, acceptance of order or elsewhere, whether written or verbal, is intended as approximate only and not of contractual effect. Accordingly the Company shall not be liable in damages or otherwise, for any loss, direct or consequential, occasioned by delivery after such estimated time or date, nor shall the Customer have any right to rescind the contract simply on the grounds that delay in delivery has occurred. 5.2 Unless otherwise expressly agreed in writing by a Director of the Company, the Company may effect delivery by instalments and where delivery is effected by instalments each instalment shall be treated as a separate contract. 5.3 Delivery shall be at the Company's premises unless otherwise stipulated or agreed in writing by a Director of the Company. Where delivery is to be effected otherwise than at the Company's premises, to a location in mainland Great Britain, no additional charge will be made by the Company provided delivery is effected by the Company's normal means of distribution and the order value exceeds £150. Where delivery is effected elsewhere or by a means of distribution requested by the Customer or where the order value is £150 or less the full cost of delivery may be charged. 5.4 If the Customer refuses or fails to take delivery of goods tendered in accordance with the contract, the Company shall be entitled to immediate payment in full for the goods so tendered. All storage and transit costs incurred by the Company as a result of such a refusal or failure shall be for the Customer's account. 5.5 Goods delivered in the United Kingdom and alleged to be defective will only be accepted for return by the Company's own transport, or carriage paid by the Customer, and always within 1 month of delivery.
6. LIABILITY AND WARRANTY
6.1 The Company shall not be liable to the Customer:
(1) For shortages in quantity delivered unless the Customer notifies the Company in writing of any claim for short delivery within 3 days of receipt of the goods.
(2) For damages to or loss of the goods or any part thereof in transit (whether the goods are carried by the Company's own transport or by a carrier on behalf of the Company), in the event of damage to the whole or any part of the consignment or of loss of part only of the consignment of goods, unless the Customer shall notify the Company and the carrier if applicable in writing of any such claim within 3 days of receipt of the goods actually delivered; or, in the event of total loss of the entire consignment of goods, unless the Customer shall notify the Company and the carrier if applicable in writing of any such claim within 21 days of the date of the Company's Advice of Consignment or invoice whichever is the earlier.
(3) For defects in the goods caused by any act, neglect or default of the Customer or any third party.
(4) For other defects in the goods unless notified in writing to the Company within 1 month of receipt of the goods by the Customer.
6.2 If a complaint is not made to the Company as herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
6.3 The Company may at its option make good any shortages or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective.
6.4 The Company's aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the Cost of the defective, damaged or undelivered goods determined by net price invoiced to the Customer in respect of any occurrence or series of occurrences.
6.5 The Company's prices are determined on the basis of the limits of liability set out in this condition. The Customer may by written notice to the Company request the Company to agree a higher limit of liability provided insurance cover can be obtained therefore, the premiums for such insurance being for the Customer's account.
6.6 Subject to the foregoing, all conditions, warranties and representations expressed or implied by statute, common law or, otherwise in relation to the goods are hereby excluded so far as the law permits and the Company shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company.
7. RISK
Risk shall pass to the Customer when the goods arrive at the place of delivery if delivered by the Company's own transport or in all other circumstances at the time when the goods or a consignment or other part thereof leave the premises of the Company.
8. TITLE RESERVATION
8.1 Title to the goods shall not pass to the Customer until payment in full of the price thereof and any other payments due to the Company from the Customer have been made. 8.2 Until such payments as in (1) above have been made the Customer shall have possession of the goods as bailee for the Company and shall ensure that the goods are stored separately in such a way as to enable them to be identified as the property of the Company. 8.3 The Customer shall arrange for such goods to be fully insured in any amount not less than the price of the goods. 8.4 In the event of the Customer purchasing the goods for resale, the Customer may as agent for the Company but as principal vis-à-vis a sub-buyer sell the goods in the ordinary course of business and deliver the same to a sub-buyer. 8.5 In the event of a sub-sale or agreement for a sub-sale in accordance with (4) above all proceeds of sub-sales are to be held in trust for the Company and are to be kept in a separate bank account, the details and balance of such account to be made available to the Company. In particular the Customer shall not pay the proceeds of such sub-sales into any account that is overdrawn. 8.6 The Customer shall not be at liberty to use or deal with in any way whatsoever the proceeds of such sub-sales until all sums due to the Company have been paid unless a Director of the Company gives express written authorisation to the Customer. 8.7 The Customer shall notify the Company of the identity and address of all such sub-buyers whilst any sums due to it remain unpaid, and shall hold on trust for the Company all rights and claims which the Customer may have against its sub-buyers. 8.8 The Customer's right to possession of the goods shall cease:
(a) If the Customer has not paid for the goods in full, or has not paid any other sums due from the Customer to the Company by the expiry of any credit period allowed:
(b) The Customer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or
(c) A receiver, liquidator or administrator is appointed in respect of the Customer's business. On cessation of the Customer's right to possession of the goods in accordance with this clause, the Customer shall at its own expense make the goods available to the Company and allow the Company to repossess them. 8.9 The Company reserves the right to repossess and thereafter sell any goods in respect of which either payment is overdue or payments of other sums due to the Company are overdue, and for this purpose the Customer hereby grants the Company an irrevocable licence to enter on any premises where the goods are stored during normal business hours in order to repossess them or inspect them.
9. VARIATIONS
Where the goods are made to the Customer's pattern or specification, the Company reserves the right to supply within 10% over or under the ordered quantity in fulfilment of the contractual obligation and in such event the Customer shall pay for the quantity actually delivered.
10. THIRD PARTY RIGHTS
10.1 The Customer shall indemnify the Company against any and all liabilities, claims and costs incurred by or made against the Company as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Customer involving any infringement or alleged infringement of any rights of any third party. 10.2 The Company's liability in the event of goods infringing or being alleged to infringe the rights of any third party shall be subject to the limits specified in condition 6 and 12 hereof. In the event that goods are or may be the subject of patent copyright trade mark or third party rights the Company shall be obliged to transfer to the Customer any such title as the Company may have.
11. SPECIFICATION
11.1 All drawings, designs, dimensions and specifications provided to the Customer by the Company are approximate only and intend merely to present a general idea of the goods described therein and the Company shall have no liability in respect of any deviation therefrom. The Company accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Company and the Company shall be indemnified by the Customer against any and all liabilities and expenses incurred by the Company arising therefrom. 11.2 It shall be the responsibility of the Customer to ensure that the goods shall be suitable for the particular application and for use under the particular conditions for which they are purchased. Product information and publicity material supplied by the Company which indicates the suitability of the goods for particular applications is intended for general guidance only.
12. FORCE MAJEURE
12.1 The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company's reasonable control including but not limited to Act of God, riot, strike, lock-out, trade dispute or labour disturbance, accidental breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, material or transport or other circumstances affecting the supply of the goods or of raw materials therefore by the Company's normal source of supply or the manufacture of the goods by the Company's normal means or the delivery of the goods by the Company's normal route or means of delivery. 12.2 If a limited quantity of goods is available to the Company by reason of such circumstances or events the Company may apportion the available quantity between its Customers at its entire discretion.
13. INSOLVENCY AND DEFAULT
If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a Company) an order is made or a resolution is passed for the winding up of the Customer (otherwise than for the purposes of amalgamation or reconstruction of a solvent Company) or if a receiver is appointed of any of the Customer's assets or undertakings, or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager, or which entitle the Court to make a winding up order, or if the Customer takes or suffers a similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Company and the Customer the Company may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Customer under Condition 3 hereof and/or by notice in writing to the Customer determine the Contract.
14. GENERAL
14.1 Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement of any such rights at any time or times thereafter.
14.2 Any notice hereunder shall be deemed to have been duly given if sent by pre-paid first class post, telex, telegraph, e-mail or receipt verified facsimile transmission to any party concerned at its last known address. Notices sent by first class post shall be deemed to have been given 4 days after despatch and notices sent by telex, telegraph, e-mail, or such facsimile shall be deemed to have been given on the dale of despatch. 14.3 The contract shall in all respects be governed by and construed in accordance with the laws of England and the parties hereby submit the jurisdiction of the English Courts.
Conditions of Purchase1. This order is open for acceptance within 14 days. Acceptance of this order constitutes acceptance of the terms and conditions stated herein and overrules any other conditions or variation, which may appear on your acceptance forms or otherwise expressly accepted by us in writing. 2. No alteration to or variation of this order will be recognised unless authorised by us in writing. 3. Time is of the essence of this order and failure to deliver as instructed or by the date or dated or in the quantities specified, will render this order or any part of it liable to cancellation by us, and we will reserve the right to purchase the goods or material in question from other suppliers, and to charge you with any expenses so incurred by us. All goods are to be delivered at your risk carriage paid and will in any case remain at your risk until delivery. An advice note bearing this order number must be posted to the address stated overleaf on the date of despatch of each consignment and a delivery note bearing this order number must be included in each package or container. 4. We retain the right to demand that a sample be submitted to us for inspection and tested by notifying you to the effect before despatch. 5. All goods are subject to inspection and approval and to the tests and inspections notified to you before despatch and we reserve the right to accept or decline any goods not in accordance with the order or instructions made in pursuance thereof or goods not up to sample or specification, Any goods rejected will be returned at your risk and expense. You will undertake to replace rejected or faulty goods up to standard or specification without charge to us. 6. If any defect in design material or workmanship shall become apparent within 12 months of delivery such defects shall at our option be repaired or replaced at your expense. 7. Containers of any description will not be paid for but will be returned to you if desired. Any other arrangements must be made in writing. 8. This order is given on condition that you will indemnify us against all claims and costs which may incur at Common Law in equity or under statute or enactment or any modification or amendment thereof in respect of personal injury to or disease of any of your employees of your sub-contractors. 9. The apparatus, goods or materials are to be furnished with the understanding that you indemnity us against all claims for royalties or damages or other losses due to the use of registered designs or patented apparatus devices or processes embodied therein. 10. You must not refer to our name trademarks or products in connection with any advertising without prior written permission. 11. This order and the subject matter thereof shall be treated as confidential between yourselves and us shall not be disclosed by you or any subcontractor of yours to any third party or used by you or any such sub-contractor for advertisements, display or publication without our prior consent in writing. 12. The conditions shall be governed and constructed in accordance with English Law and shall be subject to the exclusive jurisdiction of English Courts. 13. If this order or any part thereof is placed directly or indirectly for the purposes or requirements of a government or public authority, then this order or that part thereof shall be subject to and shall incorporate any applicable requirements and conditions of such government or public authority, and in respect of any conflict between these conditions and the conditions of such government or public authority the latter shall prevail. 14. This order may not be sub-contracted in whole or in part without first obtaining our permission in writing. 15. In the case of a design furnished by us, the property in the design and all related documents, drawings and data related thereto shall belong to us absolutely. In the case of a design prepared at our request by ourselves, you will at our request and cost, assign to us legal copyright in the design and in all documents, drawings and data related thereto, or will join in procuring the assignment, of such legal copyright from the owner thereof. You will at our request and cost procure completion of all documents, which may be necessary to obtain patent and registered design protection in our name. 16. This order is placed upon the understanding that you undertake not to dispose of or sell goods or part thereof as ordered by us substantially identical therewith to any third party without our written consent. 17. Any jigs, tools, patterns, drawings, instructions or specifications made specially by you for the execution of this order shall become our property and such articles together with any comparable article supplied by us must be used only as instructed by us in writing. 18. All jigs, tools and patterns supplied by us will remain our property and must be returned in good order and condition on completion of this order carriage paid unless instructed otherwise in writing. 19. Material supplied by us includes scrap allowance and any material in excess or not accounted for will be charged to you. 20. This order is placed on the understanding that the property in anything or any loaned of free issue material supplied to you in connection with this order shall not be vested in you but will be insured by you at your expense while away from our works.
Inspection Requirements A. This order is subject to inspection at your works at our option Please inform purchase departments when goods are available for inspection.
B. This order is subject to the standard conditions of Government Contracts and Stores Purchases form (CC/Stores/1). The appropriate inspection authority will advise you regarding the inspection procedure. C. This order is subject to inspection and certification in accordance with the conditions of the Air Navigation Order and British Airworthiness requirements. D. This order is subject to inspection and release by your inspection Organisation as approved by the Inspection Authority named overleaf.
Ref. 118393
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