1. DEFINITIONS AND INTERPRETATION
In these Conditions, the following definitions apply:
“Conditions” refer to these standard Conditions of Sale, including any appendices, schedules, or additional terms agreed in writing.
“Contract” refers to the agreement between the Customer and the Supplier for the supply of Goods and/or Services.
“Contract Price” is the aggregate price under the Contract for the Goods and/or Services as specified in the quotation or the Order Acknowledgement.
“Customer” is the person or organization who purchases Goods or Services from the Supplier
“Goods” are the parts or products to be supplied by the Supplier, as described in the quotation or Order Acknowledgement.
“Order Acknowledgement” means a written document sent by the Supplier to the Customer confirming that the Supplier agrees to provide the Goods or Services
“Services” are services provided by the Supplier, as outlined in the quotation or Order Acknowledgement.
“Supplier ” means Advanced Manufacturing (Sheffield) Limited , providing Goods and/or Services as specified in the quotation or Order Acknowledgement.
2. BASIS OF THE CONTRACT
2.1 Contract Formation
Any quotation provided by the Supplier is for informational purposes only and does not constitute a binding offer. The Customer’s purchase order constitutes the Customer’s offer to purchase the Goods or Services but a Contract shall only be formed when the Supplier accepts the offer by issuing a written Order Acknowledgement. Each Order Acknowledgement shall incorporate and be subject to these Conditions, which shall apply to the exclusion of all other terms.
2.2 Exclusive Terms
These Conditions govern the Contract to the exclusion of any other terms proposed by the Customer unless those terms are explicitly accepted in writing by the Supplier.
2.3 Specifications
All specifications, drawings, and illustrations are subject to reasonable manufacturing tolerances and industry standards. This is not a sale by sample.
3. ORDERS AND SPECIFICATIONS
3.1 Customer Responsibility
The Customer is responsible for ensuring the accuracy of any designs or specifications provided and for supplying all necessary information in a timely manner.
3.2 IP Infringement
If the Goods are manufactured according to Customer specifications, the Customer shall indemnify the Supplier against any claims for IP infringement resulting from such specifications.
3.3 Specification Amendments
The Supplier reserves the right to amend specifications to the extent necessary to comply with applicable safety or quality standards. The Customer will be notified of any such amendments.
4. PRICE AND PAYMENT
4.1 Quotation Validity
Quotations are valid for 30 days unless specified otherwise in writing
4.2 Price Adjustments
4.2.1 The Supplier may adjust the Contract Price to reflect increases in raw materials, energy, transport, labour, or currency exchange rates beyond its reasonable control, provided that the Supplier gives the Customer written notice. Where any increase exceeds 10%, the Customer may terminate the affected order on written notice.
4.2.2 The Supplier reserves the right to increase the Contract Price in the event that the Customer raises a purchase order more than one year after the validity date set out in the quotation.
4.3 Time for payment
The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice and time for payment shall be of the essence of the Agreement.
4.4 Late Payment
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:
4.4.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with statutory fixed compensation and reasonable recovery costs.
4.4.2 the Supplier may suspend all or part of the delivery of the Goods and/or Services until payment has been made in full.
4.5 Invoice Disputes
The Customer shall notify the Supplier in writing of any dispute in relation to an invoice within 7 days of the date of issue. If no dispute is notified within that period, the invoice shall be deemed accepted and payable in full. The Customer shall not be entitled to withhold payment of any undisputed amounts.
4.6 Set-off
The Customer shall not be entitled to withhold payment of any amount due to the Supplier by reason of any dispute, counterclaim, or set-off.
5. DELIVERY
5.1 Delivery Terms
Delivery shall be EXW (Incoterms® 2020), and all other Incoterms are excluded unless expressly agreed in writing.
5.2 Delivery Delay
Delivery dates are estimates only. The Supplier shall not be liable for delay except where caused by the Supplier’s negligence or wilful default. The Supplier shall notify the Customer of any significant delay.
5.3 Non-collection of Goods
If the Customer fails to collect or accept delivery of the Goods, the Supplier may store or sell the Goods. The Supplier will make reasonable efforts to notify the Customer before proceeding. Any associated costs will be charged to the Customer.
6. RISK AND TITLE
6.1 Risk Transfer
Risk in the Goods passes to the Customer upon collection or delivery.
6.2 Title Transfer (Retention of Title)
Title to the Goods remains with the Supplier until full payment is received. The Supplier may enter the Customer’s premises to recover Goods in the event of non-payment. The Customer shall store Goods separately and clearly identified as the Supplier’s property.
7. WARRANTIES
7.1 Warranty Coverage
The Supplier warrants that Goods will conform to specifications and be free from material defects for 12 months from the date of delivery (‘Warranty Period’).
Warranty Exclusions
7.2 Subject to clause 7.3, the Supplier shall, at its sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
7.2.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 the Supplier is given a reasonable opportunity of examining such Goods;
7.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost; and
7.2.4 the Supplier agrees that the Goods are defective
7.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 7.1 if:
7.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
7.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
7.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
7.3.6 the Goods differ from any specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.6 Service Warranty
The Supplier warrants that the Services will be performed with reasonable care and skill by qualified personnel.
7.7 In the event that the Supplier accepts that the Services do not comply with the warranty set out in clause 7.6 the Supplier may provide replacement Services or issue credit at its discretion.
8. LIABILITY LIMITATIONS
8.1 Statutory exclusions
Nothing in this Agreement shall limit or exclude the Supplier’s liability for:
8.1.1 death or personal injury caused by its negligence;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (as amended) or any other liability which cannot be limited or excluded by applicable law.
8.2 Exclusions of loss
Subject to clause 8.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
8.2.1 loss of profits;
8.2.2 loss of sales or business;
8.2.3 business interruption
8.2.4 wasted expenditure
8.2.5 loss of agreements or contracts;
8.2.6 loss of anticipated savings;
8.2.7 loss of or damage to goodwill or reputation; or
8.2.8 any indirect or consequential loss.
8.3 Exclusion of implied terms
Subject to clause 8.1, to the fullest extent permissible by law all implied terms, conditions, warranties and representations howsoever arising are excluded from the Agreement
8.4 Liability Cap
Subject to clause 8.1, the Supplier’s total liability under the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Contract Price paid by the Customer for the specific Goods or Services giving rise to the claim.
9. INDEMNITY
9.1 IP Indemnity
The Customer shall indemnify the Supplier against any claims for infringement of third-party intellectual property rights arising from Customer-provided designs or specifications.
9.2 Health & Safety Indemnity
The Customer indemnifies the Supplier for claims related to health and safety violations arising during Supplier personnel’s visits to the Customer’s site.
9.3 Subcontractor Indemnity
Where the Customer specifies subcontractors, the Customer indemnifies the Supplier against delays or non-performance by such subcontractors.
9.4 General Indemnity
The Customer indemnifies the Supplier for claims arising from misuse or modification of the Goods by the Customer.
10. INSURANCE REQUIREMENTS
10.1 Minimum Insurance
The Supplier shall maintain insurance policies including: – Public Liability: £1,000,000 – Product Liability: £2,000,000 – Professional Indemnity: £1,000,000
10.2 Evidence of Insurance
Upon request, each party shall provide evidence of insurance coverage. Failure to maintain insurance is a material breach.
10.3 Waiver of Subrogation
Both parties waive rights of subrogation against each other to the extent permitted by their insurers.
11. FORCE MAJEURE
The Supplier shall not be liable for delays or failure to perform due to causes beyond its reasonable control. Either party may terminate if delays or failure to perform resulting from such events continue for more than 90 days.
12. TERMINATION
12.1 Termination for Material Breach
The Supplier may terminate the Contract if the Customer commits a material breach of any term of the Contract where such breach is irremediable or (if such breach is remediable) fails to remedy that material breach within a period of 30 days after being notified in writing to do so
12.2 Termination for Insolvency
The Supplier may suspend or terminate the Contract if the Customer becomes insolvent or unable to pay its debts.
12.3 Termination for change of control
The Supplier may terminate the Contract if there is a change of control of the Customer
12.4 Termination for convenience
The Supplier may terminate the Contract at any time by giving not less than six (6) months’ prior written notice to the Customer.
12.5 Cancellation by Customer
If the Customer cancels or seeks to cancel the Contract for any reason, the Supplier shall be entitled to: (a) payment for Goods and Services supplied;
(b) reimbursement of all costs and third-party commitments; and
(c) a reasonable cancellation charge to reflect loss of profit.
13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
13.1 Confidentiality
Each party shall keep confidential all technical and commercial information.
13.2 IP Ownership
Customer IP remains with the Customer. IP created by the Supplier remains with the Supplier.
13.3 Tools and Jigs
All tools and jigs created by the Supplier remain its property unless otherwise agreed in writing.
14. GENERAL
14.1 Entire agreement
14.1.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.1.2 Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
14.2 Notices
Any notice to be given to either party under the Contract shall be in writing and shall be delivered by hand, or first class post or by email.
14.3 Assignment and Subcontracting
The Customer may not assign without the Supplier’s consent. The Supplier may assign or subcontract, including to group companies or on sale of business.
14.4 Amendments
No variation shall be effective unless in writing and signed by authorised representatives of both parties.
14.5 Severability
If any provision is held unenforceable, the remainder shall remain in force.
14.6 Waiver
14.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.7 Third Party Rights
No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.
14.8 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract, its formation or subject matter.
14.9 Applicable Law
The Contract and any dispute or claim arising out of or in connection with its formation or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.