METRO ENGINEERING AND PLATING WORKS LIMITED TERMS AND CONDITIONS FOR THE PROVISION OF METAL FINISHING SERVICES
1. Definitions
The following definitions are used in this document:
- "Company" means Metro EngineeringandPlatingWorksLimited;
- "Conditions" means all the
conditions for the provision of Services included in this document only;
- "Contract" means any contract
between the Purchaser and the Company for the provision of Services to Parts,
made up of these Conditions and the Order Acknowledgement;
- "Material" means the specific type
and grade of metal from which the Parts have been manufactured;
- "Minimum Line Charge" means the
minimum Price for Processing an individually identifiable batch of Parts for
the Purchaser;
- "Minimum Order Charge" means the
minimum Price for Processing an individual Order for the Purchaser;
- "Order" means the purchase order
issued by the Purchaser for the provision of Services by the Company;
- "Order Acknowledgement" means the
written acknowledgement of an Order issued by the Company to the Purchaser,
which confirms the Services to be provided, the Parts to be processed and the
Price to be charged for the Services;
- "Parts" means any physical items provided
by the Purchaser for the application of Services by the Company in accordance
with the Contract;
- "Price" means the amount to be
charged by the Company to the Purchaser for the provision of Services under the
Contract;
- "Processing" means the application
of the Services to the Parts;
- "Purchaser" means the party whose
Order is accepted by the Company for the provision of Services;
- "Quotation" means an estimate of
the Price for the application of Services to Parts to be provided by the
Purchaser at a future date. A Quotation is not an offer by the Company for the
provision of Services;
- "Services" means all metal
finishing and related services (including any surface preparation work,
inspection and testing procedures) performed by the Company on Parts provided
by the Purchaser in accordance with the Contract.
2. General
- Any variation
of these Conditions must be recorded in writing, giving the clause number of
any condition being varied and a full description of the agreed variations, and
this record shall be signed on behalf of the Company and the Purchaser.
- The section
headings in these Conditions are included for clarity and shall not affect the
interpretation of the Conditions.
- Each clause and
sub-clause in these Conditions is separate and severable and enforceable
accordingly.
- If any
individual condition becomes void or unenforceable following changes in the law
or a Court decision, that condition shall be deemed as removed from the
Conditions and its omission shall not affect the remaining conditions in any
way.
- The Contract
shall not confer any rights upon any person other than the Company and the
Purchaser, whether in accordance with the Contracts (Rights of Third Parties)
Act 1999 or otherwise.
- Any waiver by
the Company of any breach of Contract by the Purchaser shall not be construed
as a waiver of any subsequent breach of the same or any other Condition by the
Purchaser.
- The remedies
available to the Company and the Purchaser under the Contract shall not limit,
exclude or in any way affect any other remedies or rights each party may have
against the other.
- Any delay or
failure by either party to rely on or enforce its rights against the other
shall not exclude the party from later relying on or enforcing its rights.
- The Company
shall be free to offer or provide similar or identical Services to those
included in this Contract to similar or identical Parts provided by third
parties which require the same Processing.
3. Conditions & Warranties
- The Company
shall consider each Order issued by the Purchaser to be an offer by the
Purchaser to purchase Services from the Company subject to these Conditions.
- The Company
shall only be deemed to have accepted the Purchaser's offer when the Company
issues an Order Acknowledgement to the Purchaser. At that point in time the
Contract comes into effect.
- The only terms
under which the Company will accept an Order or receive Parts for the provision
of Services from the Purchaser are these Conditions, unless otherwise expressly
agreed in writing by a Director of the Company.
- These
Conditions replace all other terms and conditions previously issued by the
Company to the Purchaser.
- These
Conditions apply to the provision of all Services by the Company to the Purchaser,
irrespective of whether they were specifically referred to when the Order was
placed.
- These
Conditions override and replace all other terms and conditions which may have
been included by the Purchaser at the time of Quotation or issued by the
Purchaser at any other time.
- Delivery of
Parts to the Company by the Purchaser or collection of Parts by the Company
from the Purchaser shall constitute agreement by the Purchaser to these
Conditions.
- The Company and
the Purchaser confirm that they consider these Conditions to be fair and
reasonable.
- The Company
warrants that it will perform its obligations under the Contract with
reasonable skill and care and that any materials used in the provision of
Services will conform in all material respects with the description provided.
This is the only warranty given by the Company in respect of its obligations
under the Contract and it will not apply if the Purchaser has failed to meet
its obligation to pay for the Services by the due date of the related invoices.
- All other warranties, conditions or other terms implied by statute
or common law shall be excluded to
the fullest extent permitted by law.
- Except in respect of death or
personal injury caused by the negligence of the Company, or any liability due
to the Company's fraudulent actions, the Company shall not be liable to the
Purchaser 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 compensation whatsoever (and whether
caused by the negligence of the Company, its employees or agents or otherwise)
which arise out of, or in connection with, the supply
of the Services except as
expressly provided in these
Conditions.
4. Advertising
& Promotional Material
- The Company may from time to time
publish advertising and promotional material either on its website or in the
form of brochures and other written material. Whilst the Company will endeavour
to ensure that all such material is as accurate as possible, the Purchaser
shall accept that this material is for illustrative purposes only and does not
form part of the Contract.
- The Purchaser shall not rely upon
details of services contained in the Company's advertising and promotional
material (including but not limited to the Company's website) in any way unless
these details have been separately confirmed in writing as accurate by the
Company.
5. Oral
Representations
- The Company's employees and/or agents
are not authorised to make any oral representations concerning the Services provided
by the Company. The Company shall not be liable to the Purchaser in any way for
any oral representations relied on, which have not been confirmed in writing by
the Company.
- The Purchaser shall not rely upon
any advice or recommendation given by the Company's employees and/or agents, which
is not confirmed in writing by the Company. The Company shall not be liable to
the Purchaser for any such advice which has not been confirmed in writing by
the Company.
6. Quotations
& Price
- All valid Quotations must be made
in writing and the Purchaser shall not rely on any estimates or other
indications of Price given verbally by any employee or agent of the Company.
- Unless otherwise notified by the
Company in writing, all Quotations are valid for a period of 30 days from the date
of issue. The Company reserves its right to increase the Price of any Service
or Order received after the 30-day period has
expired. Any such changes will be notified by Company to the Purchaser before
Processing the Parts and the Purchaser shall issue an amended Order to reflect
the increase in Price.
- The Price is quoted in Pounds
Sterling and excludes Value Added Tax ("VAT") and any other applicable taxes,
duties, and charges.
- The Price quoted is subject to a
Minimum Order Charge and Minimum Line Charge both of which may vary for the
different types of Services offered by the Company and will be indicated at the
time of Quotation. The Company shall be entitled to increase the Minimum Order
Charge and Minimum Line Charge for any Services from time to time at its sole
discretion and the Company shall provide the Purchaser with prior written
notification of such increases.
- The Price quoted shall relate to
the normal lead time offered by the Company for each Part depending on the type
of Services being provided by the Company. These normal lead times will be
indicated at the time of Quotation. The Company, may at its sole discretion,
offer the Purchaser the option to reduce the normal lead times for the Services
provided for a specific Order by the payment of an increased Price for the
Services. In such circumstances, the Company may offer up to 2 premium rate
services known as Fastrack and Supertrack. The availability and effect on
normal lead times applicable to each premium rate service will be indicated at
the time of Quotation and the additional charge related to these options shall
be:
- Fastrack Services - additional 50%
of the Price for normal lead time;
- Supertrack Services - additional
100% of the Price for normal lead time.
It
shall be the sole responsibility of the Purchaser to confirm on the Order that
a premium rate service is required as appropriate to each of the Parts to be
Processed. Where there is no indication of the requirement for Fastrack or
Supertrack service, the normal lead times and Price quoted shall apply and the
Company shall not be liable in any way for any costs incurred or loss suffered
by the Purchaser as a direct or indirect result of the application of the
normal lead times to the Order.
- The Price quoted includes the
inspection and testing processes required by the specification for the Services
being provided but excludes the provision of any specific documentation
required by the Purchaser, including without limitation, Certificates of
Conformity and/or First Article Inspection Reports. Any additional charges
related to the provision of such documentation will be included in the Quotation.
- The Price may be increased to
cover any additional costs incurred by the Company caused by any temporary or
permanent cessation of Processing resulting from incomplete or inaccurate
information provided by the Purchaser. In any event, the Purchaser shall be
liable to the Company for any additional costs or loss of profits incurred by
the Company caused either directly or indirectly by the Purchaser's failure to
provide complete and accurate details of the Parts, Material, Services, and all
other related information, including but not limited to specifications,
required by the Company to Process the Parts in accordance with the Order.
- Unless confirmed otherwise by the
Company in writing, all Prices quoted shall exclude the cost of any return
transportation of the Parts to the Purchaser by any third-party carrier, which
may be arranged either by the Company or by the Purchaser. Where the Parts are
returned to the Purchaser by the Company's own delivery service, the Price
quoted shall be deemed to include the cost of the return delivery, however, in
such circumstances, the Purchaser remains liable for all costs and risks
associated with the delivery.
- The Purchaser
shall be liable for any additional costs or expenses borne by the Company due
to any variation to the Order made by the Purchaser (and subsequently accepted
by the Company) after the original Order has been accepted by the Company.
7. Variation & Cancellation Of
Orders
- Once the
Company has accepted an Order from the Purchaser, the Order may only be varied
or cancelled by the Purchaser with the express written agreement of the
Company. The Purchaser shall be liable to the Company for any loss (financial
or otherwise), charge, expenses or damages incurred by the Company resulting
from the cancellation or variation of the Order by the Purchaser.
- The Company may
increase the Price quoted for Processing the Parts by giving written notice to
the Purchaser at any time prior to delivery of the Parts to the Company or
collection of the Parts by the Company.
- The Company is
permitted to make any changes to the provision of Services which may be required
to conform with changes to any applicable legislation, including without
limitation, Health & Safety regulations, Environmental law, and Employment
law.
- On receipt of
the Parts for Processing, the Company may carry out a brief inspection of a
sample of the Parts to ensure that the Parts are in good condition and are
suitable for Processing. Based on this inspection, the Company may amend any Quotation
for the Services or decline to accept the Parts for Processing, without any
further liability to the Purchaser.
8. Suitability
Of Materials & Manufacturing Process
- The Purchaser
shall be responsible to ensure that the Parts are suitable in all respects with
the Services to be provided. In particular, the Material used to manufacture
the Parts is consistent with the requirements of the drawing and technical
specification.
- The Company
shall under no circumstances be liable for any breach of the warranty given in 3.ix.
above or for any other breach of the Contract or breach of any statutory duty,
negligence or other tort, or other matters resulting from the Services,
including without limitation, late delivery, loss or damage to the Parts,
failure to comply with necessary specifications, failure to match agreed colour
or surface finish samples, unless:
- the Purchaser
has ensured that the Parts have been manufactured in accordance with the
appropriate technical drawings, made from the correct Material and manufactured
in a manner that is consistent with and appropriate for the Services to be
applied by the Company;
- the Parts have not been subject to any metal
treatment processes by the Purchaser or any other third party prior to delivery
to the Company, other than where such a process is required by the engineering
drawing and finish specification and has been carried out in accordance with
those requirements and full details of the processes have been provided to the
Company in advance of the Services being carried out.
- The Company
may, at its sole discretion, cease Processing the Parts if at any stage during
the Processing, the Company considers that the Parts are not suitable for the
Services. The Company will notify the Purchaser of its decision as soon as
reasonably possible, and the Purchaser will be liable to the Company for any
charges relating to the provision of the Services completed up to the time of
cessation of Processing. Such charges will be invoiced to the Purchaser and
will be payable in accordance with Section 15 of these Conditions.
- The Purchaser shall
collect the Parts at its expense within 5 working days of notification by the
Company that the Processing has been curtailed unless agreed otherwise in
writing by the Company.
- The Company
shall be in no way liable to the Purchaser where Processing is curtailed due to
the unsuitability of the Parts or Material for Processing.
9. Ownership
Of Parts, Jigs & Tooling
- The Purchaser
warrants that it is either the legal owner of the Parts to be processed by the
Company or that the Purchaser has the express authority of the owner of the
Parts to arrange for the Services to be provided to the Parts.
- The Company may
purchase specialist jigs or tooling required to fulfil its obligations under
the Contract and in certain cases, the Company may charge all or part of the
cost of such jigs or tooling to the Purchaser. In all cases the Company shall
retain legal ownership of the jigs or tooling, together with the associated
intellectual property rights relating to the design, drawings and specification
of the jigs and tooling.
10. Delivery
& Transportation Of Parts
- The Company operates a fleet of
vans and offers a delivery and collection service to certain locations (which
may be varied from time to time by the Company) in the United Kingdom.
Notwithstanding the provision of this service, all Services provided by the
Company are on an Ex-Works basis. The Purchaser is liable for all costs and
risks associated with the delivery of Parts to the Company and collection of
Parts from the Company in all cases, including any arrangements to load/unload
Parts to/from the Company's van at the Purchaser's premises.
- Where the return of Parts to the
Purchaser is not being provided by the Company's own delivery fleet, then the
Company will notify the Purchaser that the Parts are ready for collection and
the Purchaser shall arrange for the parts to be collected within 5 working days
of this notification. If the Parts are not collected within this period, then
the Company is entitled, without prejudice to any other right or remedy, to
arrange delivery of the Parts to the Purchaser (at the Purchaser's expense and
risk) and/or store the Parts at the Company's premises and charge the Purchaser
for the cost of storage (including insurance if applicable). If the Parts
remain at the Company's premises more than 90 days after notification has been
given to the Purchaser, then the Company may arrange for the parts to be
disposed of or destroyed at the Purchaser's expense and risk.
- Where the Company engages a third-
party carrier to deliver the Parts to the Purchaser, this delivery shall be at
the Purchaser's expense and risk. Neither the Company nor the third-party
carrier shall be liable for any loss or damage to Parts in transit however
caused.
- The Purchaser is responsible for the
provision of adequate packaging to protect Parts in transit to/from the
Company's premises. Protection should be provided against all foreseeable risks
including without limitation, damage through impact with other Parts or caused
by being dropped. The Company will take all reasonable steps to ensure that the
Purchaser's packaging materials are returned to the Purchaser, but the Company
shall not accept any liability for any packaging materials not returned to the
Purchaser.
- No dangerous items may be sent by
the Purchaser without the prior written consent of the Company. Any such items
may, upon being discovered, be destroyed, or sold orotherwise disposed of as the Company deems appropriate and the
balance of any monies realised by such sale after paying the costs thereof, and
incidental thereto, shall be reimbursed to the Purchaser.
11. Inherent
Risks Involved In The Provision Of Services
The nature of the physical and chemical processes used in
the provision of Services carries a significant inherent risk to the integrity
of the Parts, such as possible distortion of the Parts caused by the tensioning
required to hold the Parts during processing (particularly around jigging
contact points & threaded holes), failure of masking products during
processing, the action of strong acids and alkalis on the metal surface, the application of high voltage electrical
current to the Parts causing damage due to arcing. The Purchaser acknowledges
and accepts this level of risk when sending the Parts to the Company for
Processing.
12. Processing
Of Parts
- Any dates
quoted for the completion of the Contract are approximations only and start
from the later of the date of receipt of the Parts by the Company and the date
on which the Company has received from the Purchaser all necessary information
required for the Processing of the Parts. The Company shall not be liable for
any expenses or loss incurred by the Purchaser as a direct or indirect result
of any delay in delivery of Parts howsoever caused (including negligence of the
Company). Time of delivery shall not be of the essence unless previously agreed
by the Company in writing.
- The Parts may
be delivered by the Company in advance of the previously quoted delivery date
upon giving reasonable notice to the Purchaser.
- The Company
shall not be required to complete the Processing of Parts in the sequence in
which the related Orders were received.
- Where the Parts
are required to be collected or delivered in instalments, each delivery shall
constitute a separate Contract. Any failure by the Company to deliver any one
or more of the instalments in accordance with these Conditions or any claim made
by the Purchaser in respect of any one or more instalments shall not entitle
the Purchaser to treat the whole Contract as repudiated.
- The Purchaser
shall have no right to reject the Services or rescind the Contract for late
delivery unless the due date for delivery has passed and the Purchaser has
given the Company notice in writing of the requirement to complete the Contract
within a period of at least 14 days and that period has passed.
- Any inspection
or testing procedures required by the specification under which the Parts have
been processed will be performed by the Company on a representative sample only
and not on every Part which has been processed. The Purchaser is responsible
for the provision of any additional test samples required for the Company to
perform such testing without causing damage to the Parts which have been
Processed.
- The Company will
not carry out, or arrange to be carried out by any third-party, any further
testing procedures unless detailed in the Order Acknowledgement and the cost of
any such additional testing will be charged to the Purchaser as a separate
Service.
- Company shall
not be liable for any cost, loss of profit or goodwill, consequential loss of
any kind suffered by the Purchaser or any other third party, howsoever caused
(including negligence of the Company) due to any infringement of copyright,
trademark, patent, or similar mark of any kind related to the Parts.
13. Colour
& Surface Finish Matching
As a result of the significant variations that
exist in the chemical make-up of Materials, methods of manufacture and the
Processing specifications that the Company works to, the Company shall have no
obligation to ensure that Parts are an exact colour or finish match with other
Parts in an individual batch, previously processed batches of the same Part, or
with samples provided by the Purchaser. If the Purchaser has provided a sample
of the colour or finish required, the Purchaser shall accept as compliant with
the Contract any Parts which would be reasonably acceptable as a match in
accordance with commercial standards applied in the metal finishing industry at
the date of Processing.
14. Sub-contracting
Unless specifically excluded by the Purchaser
in writing before the Contract was made, the Company is entitled to
sub-contract, assign, or transfer any part of the Services to a third-party.
The Company may also store any of the Parts at a location different from the
Company's premises at any time.
15. Invoicing
& Payment
- The Company may invoice the
Purchaser at any time after completion of Processing, notwithstanding that the
Purchaser has been notified of completion of Processing and that the Parts are
ready for collection by the Purchaser.
- The Purchaser shall pay each
invoice without set off or deduction within 30 days of the last day of the
month in which the invoice was issued.
- The Company shall be entitled to
suspend any Services being undertaken for the Purchaser under any contract or
postpone delivery/collection of any Parts which have been Processed, if the
balance of unpaid invoices charged to the Purchaser's account exceeds the
credit limit set by the Company, irrespective of whether payment is overdue
and/or the Purchaser has been notified. If Services are suspended and/or
delivery/collection is postponed, the Purchaser shall immediately pay the
amount required by the Company to bring the account balance within the agreed
credit limit and indemnify the Company against any costs, losses or damages
incurred as a result of the suspension of Services and/or postponement of
delivery/collection.
- Payment must be made by the
Purchaser in Pounds Sterling and the Purchaser is liable for any foreign
exchange rate fluctuations or bank charges applicable to their chosen method of
payment.
- If the Purchaser fails to make
payment of any invoice by its due date, then the Company shall, without
prejudice to any other right or remedy available to the Company, be entitled
to:
- cancel the Contract and/or any
other current contract with the Purchaser;
- cease processing of any other work
for the Purchaser;
- suspend the delivery of any Parts
to the Purchaser;
- interest (both before and after
any judgment) on the unpaid amount at a rate of 3% per annum above the
prevailing National Westminster Bank plc base rate, until full payment is made.
- If a Contract
is terminated for any reason, then all amounts due to the Company in accordance
with that Contract shall become due immediately.
16. Shortfalls
& Defects
- Any claim by the Purchaser which
is based on any shortfall in the number of Parts returned to the Purchaser
after Processing, any damage to the Parts during Processing, any defect in the
quality of the Services provided, or the failure of the Services to correspond
with specification shall (whether or not return of the treated items is refused by the Purchaser) be notified to the
Company within 14 days from the date of return, or (where the defect or
failure
was not apparent on reasonable inspection) within a reasonable time after
discovery of the shortfall, damage, defect or failure up to a maximum period of
6 months after the date of return.
- If return is not refused by the
Purchaser, and the Purchaser does not
notify the Company accordingly, the Purchaser shall not be entitled to reject
the Services and the Company shall have no liability for such defect or
failure, and the Purchaser shall be bound to pay the Price as if
the Services had been provided in
accordance with the Contract.
- The Company shall not be liable
for the cost of any shortfall, damage, defect, or failure of the Parts where the
Parts have been either incorrectly stored, used or modified in any way, or subjected
to any further processing by the Purchaser or any other party prior to the
Company being allowed access to further inspect the Parts after being notified
of the alleged defect.
- The Purchaser shall allow the
Company reasonable time to inspect the defective Parts and, where reasonably
requested by the Company, arrange for return of the Parts to the Company's
premises for further inspection at the Purchaser's expense.
- Where any valid claim in respect
of any of the Services which is based on any defect in the quality of the Services,
or their failure to meet specification, is notified to the Company in accordance with these
Conditions, the Company shall be entitled
to re-execute the Services free of charge
or, at the sole discretion of the Company to the Purchaser, at the Price
for the Services.
17. Limitation
Of Liability
In
many cases, there is a large difference between the value of Parts being
processed by the Company and the Price charged for the Services being provided
by the Company. In addition, as noted in Section 11 above, there are
significant inherent risks associated with the Processing performed by the
Company, which can neither be reduced substantially by reasonable actions of
the Company nor insured against. Therefore, unless otherwise agreed by the
Company in writing, the Company's liability for loss of, or damage to, the Parts
owned by the Purchaser or in respect of failure to properly perform any Service,
or any other obligation arising from the Contract is limited to an amount equal to the Price for the Services supplied to
that Part exclusive of VAT.
18. Purchaser's
Indemnity
The Purchaser shall indemnify the Company, at all times, in
full, from and against all costs and liabilities incurred, losses and consequential
losses sustained, claims awarded, damages and injuries suffered by the Company
as a direct or indirect result of or related to any claim:
- arising from
any breach of these Conditions by the Purchaser;
- arising from
any act or omission of the Purchaser or anyone acting on the Purchaser's behalf
in connection with the delivery and/or collection of the Parts;
- made against
the Company by any third party connected with or resulting from the provision
of Services by the Company;
- made against
the Company in connection with any infringement of intellectual property rights
(including without limitation patents, copyrights, trademarks) related to the
Parts or any engineering drawings or technical specification provided to the
Company by the Purchaser;
- any other claim
whatsoever against the Company, its employees or agents relating in any way to
the Parts.
19. Insurance
- The Purchaser
shall be liable for the entire insurance risk of the Parts, at all times, while
the Parts are at the Company's premises and the Purchaser remains responsible
for arranging and paying for suitable insurance cover while the Parts at the
Company's premises.
- The Company
shall maintain adequate insurance cover in respect of public liability related
to the Services undertaken in accordance with this Contract. The Company will
make available to the Purchaser details of the insurance cover maintained if
the Purchaser requests this information in writing.
20. Processing
Confidential Data & GDPR
- All engineering
drawings, technical specifications and other technical data provided to the
Company by the Purchaser will be treated as confidential and will be processed
in accordance with the Company's Data Protection Policy. Any personal data
provided by the Purchaser to the Company will be processed in accordance with
the Company's Privacy Notice for customers and suppliers.
- All technical
data and specifications relating to Services offered by the Company which are
issued to the Purchaser shall be treated in strictest confidence and shall not
be shared by the Purchaser with third parties without the Company's prior
written consent. Such data and specifications shall only be used by the
Purchaser for the furtherance of matters related to the Contract.
21. Lien
The Company shall have a general lien over all
Parts and other property owned by the Purchaser in the Company's possession in
respect of any amounts owed by the Purchaser to the Company. The Company shall
be entitled to dispose of such Parts and property after issue and expiry of a
14-day written notification to the Purchaser. All proceeds of the disposal
(less any costs associated with the disposal) may then be allocated against the
amount owed by the Purchaser.
22. Termination
Of Contract
- The Purchaser
shall only be entitled to terminate the Contract for a material breach by the
Company.
- The Company may
terminate the contract immediate by notifying the Purchaser, without prejudice
to any other rights or remedies, in the following circumstances:
- The Purchaser is
overdue with any payment due to the Company under this or any other contract;
- The Purchaser
is in breach of any contract with the Company which is unable to be remedied
within a period of 14 days;
- The Purchaser
has persistently breached any conditions of this or any other contract with the
Company;
- The Company has
notified the Purchaser of a breach of any contract with the Company and the
Purchaser has failed to remedy within a period of 14 days from notification;
- The Purchaser
ceases trading or threatens to cease trading or initiates any process to enter
into any formal or informal financial arrangement with its creditors;
- The Purchaser
notifies the Company of its intention to enter either voluntarily or
compulsorily into Administration, Administrative Receivership, Receivership,
Liquidation, or any other bankruptcy arrangement whether in accordance with the
Insolvency Act 1986 or not, or the Company considers that it is likely that the
Purchaser will take such action;
- Any threat of
dissolution or winding up is made against the Purchaser by any party, including
but not limited to the Registrar of Companies, HM Revenue & Customs;
- The Purchaser
places any financial charge over any Parts which have been Processed by the
Company but have not been paid for.
- The Company
may, without prejudice to any other rights or remedies including termination of
the Contract, suspend any current Services being undertaken for the Purchaser
under the Contract or any other contract with the Purchaser, and/or cancel the
delivery or collection of any completed Parts to/by the Purchaser under the
Contract or any other contract with the Purchaser, if any of events included in
Clause 22.ii. occur.
- If the Contract
is terminated under Clause 22.ii. above and/or Services are suspended and/or
delivery/collection is cancelled in accordance with 22.iii. above, the
Purchaser shall immediately pay the Company in full for all unpaid invoices
related to Services provided up to the date of termination of the Contract or
suspension of Services and/or cancellation of delivery/collection. The
Purchaser shall also indemnify the Company against all costs, losses or damages
incurred by the Company as a direct or indirect result of the Contract
termination and/or suspension of Services and/or cancellation of
delivery/collection, including without limitation any cost of labour, materials
any tooling incurred in Processing the Parts up to the point of Contract
termination and/or suspension of Services and/or cancellation of delivery/collection.
23. Force Majeure
- The Company shall not be liable for any failure
to perform the Services or any
other obligation under the Contract if the Company is prevented and/or
delayed in its performance by any reason outside the Company's reasonable
direct control. Examples of such events include, but not limited to, Government
decisions and/or actions, Local Authority decisions and/or actions, Acts of
God, pandemics and epidemics, wars or the threat of war, severe weather
conditions, damage to the Company's premises caused by fire, flood or
explosion, acts of terrorism, significant materials shortages, disruption to
public transport, utilities or communication systems, industrial action and
strikes, police incidents or accidents, other factors prohibiting access to the
Company's premises.
- Under the circumstances detailed
in Clause 23.i. above, the Company shall have the absolute discretion to curtail
its performance of obligations partially or totally under the Contract
throughout the period of the imposed restrictions. The Company shall also be
entitled to allocate any available capacity to provide Services to individual
Purchasers in any way that the Company deems appropriate without incurring any
liability to an individual Purchaser. The Company shall not be liable to the
Purchaser for any costs or loss of earnings resulting directly or indirectly
from these events.
- Where the delay to Services due to
circumstances outside the Company's direct control exceeds a period of 4 weeks,
the Contract may be terminated by written notice of either party. Such a
termination shall not affect the Company's rights to require the Purchaser to
collect Parts from the Company's premises and pay for Services which have
already been performed.
24. Assignment
The Purchaser shall not transfer or assign any of its rights or
obligations under this Contract
to any other party without the
prior written consent of the Company.
25. Notices
Any notice required to be sent by either party to the
Contract to the other shall be sent in writing either by mail to the registered
office address of either the Company or the Purchaser or by email to an email
address provided by either party for this purpose.
26. Law
These
Conditions are subject to English Law and the Purchaser consents to the
exclusive jurisdiction of the English Courts in all matters regarding the Services.
