“Goods” means the Goods and Services including any instalment of the Goods or any parts for them which the Seller is to supply in accordance with these conditions.
“Purchaser” means the person who accepts a quotation of the Seller for the sale of the Goods or Services or whose order for the Goods or Services is accepted by the Seller.
“Seller” means Titan Products Limited (company number 3217573) whose registered office is 15 Latham Close, Bredbury Park Industrial Estate, Bredbury, Stockport, Cheshire, SK6 2SD.
2. Applicable Conditions
(a) The Seller shall sell and the Purchaser shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Purchaser, or any written order of the Purchaser which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract entered into between the Seller and the Purchaser (“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 Purchaser.
(b) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Purchaser and the Seller.
(c) The Seller shall be under no liability, nor shall the Purchaser be entitled to any remedy, by reason of the provisions of the Misrepresentations Act 1967 except to the extent (if any) that the Court or any Arbitrator may allow reliance on it as being fair and reasonable in the circumstances of the case.
(d) Nothing in these Conditions shall affect any right of the Seller against or in connection with the goods.
(e) Any advice or recommendation given by the Seller or its employees or agents to the Purchaser 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 Purchaser’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
(f) 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
(a) No order submitted by the Purchaser shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.(b) The Purchaser shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser 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.
(c) The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by the Seller).
(d) If any process is to be applied by the Seller to Goods supplied by the Purchaser, the Purchaser shall indemnify the Seller against all loss, damages, costs and expenses incurred by the Seller in relation to the Purchaser’s Goods for any reason including but not limited to the Goods supplied by the Purchaser being unsuitable for the order submitted or the quotation accepted by the Purchaser.
(e) 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 Seller’s specification which do not materially effect their quality or performance.
(f) No order which has been accepted by the Seller may be cancelled by the Purchaser except with the agreement in writing of the Seller and on terms that the Purchaser shall indemnify the Seller in full against all loss (including loss of profit), cost (including cost of all labour and material use), damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Prices and Payment
(a) 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. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.
(b) Quotations and offers are open for acceptance within 60 days from the date thereof, and are subject to written confirmation of acceptance. The Seller reserves the right to withdraw any quotation or offer either verbally or in writing and no liability whatsoever shall be incurred by such withdrawal.
(c) Payment in full within 30 days from the date of invoice unless otherwise agreed in writing by Seller’s authorised representative.
(d) The Seller reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the value of the Goods to reflect any increase in the cost to the Seller which is due to any fact 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 Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Seller adequate information or instructions.
(e) All prices are exclusive of any applicable value added tax, which the Purchaser shall be additionally liable to pay to the Seller.
(f) Subject to any special terms agreed in writing between the Purchaser and the Seller, the Seller shall be entitled to invoice the Purchaser for the price of the Goods on or at any time after dispatch of the Goods, if the Goods are to be collected by the Purchaser or the Purchaser wrongly fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Purchaser for the price at any time after the Seller has notified the Purchaser the Goods are ready for collection or the Seller has notified the Purchaser that the goods have been dispatched.
(g) The Purchaser shall not be entitled to make any deduction from the price in respect of any set-off or counter-claim unless both the validity and the amount therefore have been admitted by the Seller in writing.
(h) If payment of the price, or any part thereof, is not made on the due date the Seller shall be entitled:
(i) To refuse to make delivery of any further consignment of Goods whether ordered at the due date or not without incurring any liability whatsoever to the Purchaser for any delay in the delivery.
(ii) To terminate the contract.
(iii) If the Purchaser fails to make payment on the due date then the Seller shall be entitled to charge interest at the rate of 3 per cent per month above NatWest base rate, until payment is made in full.
(iv) Unless otherwise stated prices are Ex Works from the Seller’s UK Warehouse. If the Seller has undertaken to provide or arrange carriage to a destination agreed with or specified by the Purchaser such carriage shall be charged in addition to the price of the Goods unless otherwise expressly agreed by the Seller in writing.
5. Passing of Property
The property in the Goods shall remain in the Seller until the payment of the total price thereof. If payment of the total price is not made on the due date, the Seller may require the Goods to be returned to them and if this requirement is not immediately complied with, the Seller shall have the right (with or without prior notice) at any time to retake possession of the whole or any part of the Goods (and for that purpose to go upon any premises occupied by the Purchaser and sever the Goods from anything they are attached to without being responsible for any damage caused) without prejudice to any of our other remedies.
(a) Where the Goods are to be delivered by the Seller’s carrier to an address designated for delivery thereof by the Purchaser, the risk will pass when the Goods have been so delivered. Where the Goods are to be collected by the Purchaser’s carrier from an address agreed between the Seller and the Purchaser, the risk will pass when the Goods have been collected from that address.
(b) Seller shall make every endeavour to adhere to agreed delivery schedule. Such schedule is not however, guaranteed or to be deemed of the essence of the contract and the Seller shall in no case be liable for any delay in delivery and any such event shall not be sufficient cause for cancellation by the Purchaser.
(c) If the Seller is prevented (directly or indirectly) from making delivery of the Goods or any part thereof by reason of acts of God, war, strikes, lockouts, trade disputes, fires breakdowns, interruption of transport, Government action, delays in or failures of delivery to the Seller of any Goods or Materials or any cause whatsoever (whether or not of the like nature to those specified above) outside his control the Seller shall be under no liability whatsoever of the Purchaser and shall be entitled at his option either to cancel his contract or to extend the time of his performance by a period equivalent to that during which his performance has been prevented by the circumstances herein before referred to.
(d) Scheduled Orders will only be accepted when the period of the scheduling does not exceed 12 months. Rescheduling charges will be made at the discretion of the Seller.
(e) 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 Purchaser in respect of any one or more installments shall not entitle the Purchaser to treat the contract as a whole as repudiated.
(f) If the Seller fails to deliver the Goods (or any installments) for any reason other than any cause beyond the Seller’s reasonable control or the Purchaser’s fault then the Seller is accordingly liable to the Purchaser, the Seller’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
(g) I f the Purchaser fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise done by reason of any cause beyond the Purchaser’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:-
(i) store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under
the contract or charge the Purchaser for any shortfall below the price under the contract.
7. Manufacturers’ Specification
The Seller will not be liable for any loss or damage arising from variations in or from the specifications or technical data, and will not be responsible for any loss or damage resulting from curtailment of supplies following such variation.
(a) Unless otherwise specified or agreed in writing with the Purchaser, Seller will at his option either repair or replace, without charge, any part or parts of the Goods which are shown to the Seller’s satisfaction to be defective (other than as a result of fair wear and tear) within twelve calendar months of the date on which the original Goods shall first have been dispatched from the Seller’s warehouse and which are carefully packed and returned at the Purchaser’s expense to the Seller’s warehouse, clearly marked with a Goods Return Note (GRN) number obtained from the Seller prior to return provided that the defect is not due to mistreatment, lack of proper maintenance or failure to observe any operating instruction issued by the Seller in connection therewith. Returns should be sent to:
Titan Products Ltd, 15 Latham Close, Bredbury Park, Ind. Estate, Stockport, Cheshire, SK6 2SD, England.
(b) The Warranty in the above sub-clause is given by the Seller subject to the following conditions:-
(i) 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 Purchaser.
(ii) 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.
(iii) The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment.
(iv) The above warranty does not extend to parts, material or equipment not manufactured by the Seller in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
(c) Subject as expressly provided in these conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(d) Any claim by the Purchaser which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Purchaser) be notified to the Seller within 7 days from the date of delivery or (whether 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 Purchaser does not notify the Seller accordingly, the Purchaser shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the contract.
(e) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Purchaser by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Purchaser, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these conditions.
(f) The Seller shall not be liable to the Purchaser 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.
(i) Act of God, explosion, flood, tempest, fire or accident.
(ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition.
(iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.
(iv) Import or export regulations or embargoes.
(v) Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of the third party).
(vi) Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
(vii) Power failure or breakdown in machinery.
9. Export Terms
(a) In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
(b) Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Purchaser and the Seller) apply notwithstanding any other provision of these Conditions.
(c) The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
(d) Unless otherwise agreed in Writing between the Purchaser and the Seller, the Goods shall be supplied Ex Works from the Seller’s warehouse.
(e) The Purchaser shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
(a) The Purchaser may not cancel the contract without the consent of the Seller which if given shall be deemed to be on the express condition that the Purchaser shall indemnify the Seller against any loss, damage claims or actions arising out of such cancellation unless otherwise agreed in writing.
(b) In the event Purchaser or any representative of the Purchaser shall alter or modify the Goods without Seller’s prior written consent and any claims are asserted against the Seller by reason of such alteration or modification. Purchaser shall defend, indemnify and hold Seller harmless against any and all damages. Liabilities, expenses and costs in connection therewith or resulting therefrom.
Without prejudice to any other remedies the Seller shall in the event of default by the Purchaser or any of the situations set out in clause 4. arising have a general lien on all Goods and property in its possession (whether worked on or not) and belonging to the Purchaser in respect of any sums due from the Purchaser and shall be entitled to 14 days’ written notice to the Purchaser to dispose of such Goods or property as it thinks fit.
The Purchaser shall indemnify the Seller in respect of all damage injury or loss occurring to any person or property against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Purchaser or his servants or agents or by any breach by the Purchaser of its obligations or any warranties made to the Seller thereunder.
13. Patents, Design and Copyright
(a) The Goods are sold and/or supplied subject to the rights of any person, whether in respect of any patent, trademark registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods in any part of the world, and the Purchaser will in this respect accept such title to the Goods as the Seller may have.
(b) Where the Goods have been manufactured according to designs and configurations or by processes specified or supplied by the Purchaser, the Purchaser represents and warrants to the Seller that the Goods so designed or configured and the processes used do not infringe the rights of any person, whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods or materials or the use of such processes in any part of the world. The Purchaser shall indemnify the Seller against all actions, suits, claims, demands, losses charges, costs and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate breach of the representations and warranties contained in this paragraph.
Any advice or representations made by the Seller, its employees or agents shall be provided for guidance only and no liability shall be attached to such advice or representations. Where expert advice is sought by the Purchaser for a particular project or Goods or of the use of Goods, no liability shall attach to such expert advice requested unless full disclosure of the relevant facts relating to the use of the Goods is made in writing by the Purchaser to the Seller and the advice given under these circumstances, then the liability of the Seller shall be limited as set out in clause 10b above.
15. Proper Law
This contract shall be construed and governed in all respects by English Law and, unless otherwise stated in writing, Goods shall not be required to comply with any provisions of any other law. All disputes arising under or relating to this contract shall be subject to the jurisdiction of the Courts of England.