1.1 In these Conditions these words shall have the following meanings:-
“The Company Electron Beam Processes Limited
“The Contract” Any contract under which the Company provides services or goods to the Customer
“The Customer” The individual, company or other party placing the order
“Customer’s Goods” The whole or any part of the goods or materials delivered by the Customer to the Company to or upon which services are to be carried out
2.1 No order in pursuance of a quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company.
2.2 The Contract will be subject to these Conditions. Except as provided in clause 2.3 no representative or agent of the Company has authority to agree any term or make any representation, which is inconsistent with these Conditions, or to enter into any contract except on the basis of them.
2.3 Any term or representation inconsistent with these Conditions will only bind the Company if it is in writing and signed by one of its Directors. The words “unless otherwise agreed in writing by the Company” in these conditions means unless otherwise agreed in writing and signed by a Director of the Company.
2.4 Unless otherwise agreed in writing by the Company, these conditions will take precedence over any terms or conditions stipulated or referred to by the Customer in their order, pre-contract negotiations or other document.
2.5 Where the Company has not acknowledged the Customer’s order in writing, these conditions will apply to the Contract provided the Customer has had prior notice of them.
2.6 The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
2.7 Unless otherwise agreed in writing by the Company the Customer will deliver the Customer’s Goods to such place as the Company may specify for the Services to be carried out and the Customer will shall be solely responsible for the costs and risks thereof.
2.8 The Company reserves the right to subcontract the services without reference to the Customer.
3.1 Quotations of the Company are valid for formal acceptance for a maximum period of 90 days from when submitted or for a shorter period if required.
3.2 Prior to the commencement of the work, the Customer must accept the quotation in writing.
4.1 Prices are for goods unpacked, ex-works unless otherwise specified and are subject to variation dependent upon any fluctuations in the cost of materials that may occur during the progress of the Contract.
4.2 The Price includes the cost of manufacture or supply of a specific item, of a specific quantity or range of quantities and for a specified lead-time.
4.3 Any amendment to quantity, quality, specification or lead-time shall render the price subject to review and possible amendment.
4.4 Although the Company shall have no obligation to re-use such materials, the Customer shall ensure that prior to delivery to the Company the Customer’s Goods are suitably packaged in materials which, where appropriate can be re-used by the Company upon completion of the services. Where such materials are in the reasonable opinion of the Company not re-usable or are unsatisfactory in any way the Company will pack the Customer’s Goods as it sees fit and any additional costs in respect thereof will be charged to the Customer. The Customer must give written notification to the company where special packaging is required and the Customer will be responsible for the costs thereof.
5.1 Unless otherwise agreed in writing by the Company, full payment will be made by the Customer not later than the last working day of the month following the month of shipment.
5.2 Time for payment will be of the essence of the Contract.
5.3 The Customer will not be entitled to withhold payment of any invoice by reason of any right of set-off or any claim or dispute with the Company.
5.4 The Company may supply goods or services by more than one consignment and invoice each separately, in which case each such consignment shall be deemed to be a separate Contract subject to these Conditions. The amount payable under the invoice for each consignment must be paid notwithstanding any rights that the Customer may claim against the Company in respect of any other consignment.
5.5 Without prejudice to any other rights of the Company, interest will be payable on all overdue accounts at 4% above HSBC Bank PLC base rate.
5.6 Without prejudice to any other rights it may have, the Company will have the right to suspend performance of its obligations if it reasonably believes that the Customer will not make payment in accordance with this clause.
6.1 Tools manufactured specifically to the Customer’s requirements and charged on a part cost basis will remain the property of the Company and if no repeat orders are received within two years of the date of the last delivery the Company reserves the right (after the option to purchase at a nominal price has been communicated to the Customer and subsequently refused) to dispose or utilise the tools as the Company may deem fit.
6.2 Tools, which are the property of the Customer, for which no Order has been received for 24 months, may be returned or placed in third party storage at the expense of the Customer.
7.1 Modifications requested by the Company during the progress of the Contract must be in writing.
7.2 The Company reserves the right to make a charge for any costs incurred and/or for any additional work carried out as a result of any modifications.
8.1 Cancellation by the Customer will only be accepted at the discretion of the Company.
8.2 Acceptance of the cancellation will only be binding on the Company if in writing and signed by a Director of the Company.
8.3 Any costs or expenses incurred by the Company up to the date of cancellation, and all loss or damage resulting from the cancellation, will be paid by the Customer to the Company forthwith.
9.1 The Customer fully accepts that the carrying out of the Services necessarily involves risk to the Customer’s Goods including, but not limited to cracking, distortion or hardenability, and the Customer enters into the Contract upon the basis that the exclusions of liability in this Clause 9 are reasonable due to the nature of the Customer’s Goods and the services unless specifically agreed otherwise in writing by a Director of the Company.
9.2 In view of the disproportionate difference between the likely value of the Customer’s Goods and the price of the services provided by the Company the liability of the Company in respect of any default in services or in respect of any error or omission of any information provided to the Customer concerning the services concerning the services shall be limited to the Contract value of the Relevant Services. The Relevant Services are the services that the Company performs in relation to the Contract. The Company may at its option and where possible carry out the Relevant Services again in lieu of making any payment to the Customer. The Company does not limit liability for personal injury or death,
9.3 The Customer will carefully examine the Customer’s Goods on receipt and notify the Company and the carrier immediately of any damage or shortage. Within twenty-one days of receipt or (in the case of total loss) of receipt of the invoice or other notification of dispatch the Customer will give the Company written confirmation of the damage or shortage. Within fourteen days of request the Customer will provide authority for the Company’s servants or agents to inspect any damaged Customer’s Goods.
9.4 The Company will only be liable in respect of any default or error as described in Clauses 9.2 and 9.3 provided that
(a) the Customer informs the Company of the defect or default or error as soon as is reasonably practicable and
(b) in any event the defect, default or error is notified to the Company within three months of the redelivery of the Customer’s Goods after completion of the Services and
(c) authority is provided for the Company’s servants or agents to inspect the same without delay.
9.5 The Company shall have no liability in respect of any damage or loss incurred by the Customer by reason of the Customer’s failure to provide adequate and accurate information regarding the Customer’s Goods.
9.6 Save as provided in these Conditions the Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Customer arising from or in connection with any such defect, default or error as aforesaid.
9.7 All conditions, warranties and other terms express or implied, statutory or otherwise, are expressly excluded, save as insofar as they are contained in these Conditions or otherwise expressly agreed by the Company in writing. If any legislation makes it unlawful to exclude or purport to exclude any term from the Contract this clause will not apply to such term.
10.1 The Customer warrants that all Customers’ Goods supplied to the Company for Processing are suitable for the processing requested by the Customer and that all matters which may affect such suitability have been made known to the Company in writing.
10.2 The Customer will indemnify the Company against any costs, liabilities, expenses or claims arising by reason of the Customer’s breach of such warranty.
10.3 The Company reserves the right to decline to carry out or complete any service that it has agreed to carry out if in its reasonable opinion the Customer’s Goods are not suitable, without incurring any liability therefor.
11.1 Where the Company agrees to carry put tests upon the Customer’s Goods when the services are completed, where such tests might involve the destruction of some or all of the Customer’s Goods, the supply of test pieces shall be the responsibility of the Customer.
11.2 In the absence of the supply of test pieces by the Customer the Company may, at its discretion, use its own test pieces but cannot do not warrant that the same will give identical results to those which would be achieved by testing the Customer’s Goods. The results of such tests shall be notified to the Customer in writing.
12.1 The Company does not accept liability for insurance cover for the replacement value of parts in process.
12.2 The Customer is advised to maintain its own insurance for its goods whilst in transit or whilst on the Company’s premises.
13.1 The Company undertakes not to disclose any information concerning design, function or application, or any design or any design feature or process which is subject to the copyright, trade marks, trade secrets, patents or registered designs of the Customer to any third party, save where it is essential to provide such information to a Supplier to the Company in the normal course of business.
13.2 The Company provides as a service to all Customers advice on the application of Electron Beam and Laser Welding that may include materials, joint design and post-weld testing. No part of this advice incorporated into a Customer design can be deemed to be the exclusive property or design right of the Customer unless previously agreed in writing by the Company.
14.1 English Law governs these conditions and the Contract and the parties agree to submit to the jurisdiction of the English Courts in the event of any dispute.
14.2 The headings in these Conditions are inserted for convenience only. They are not to affect their interpretation or construction.
14.3 If any provision of these Conditions becomes illegal or void for any reason, the validity of the remaining provisions shall not be affected.
14.4 Failure by the Company to enforce strict compliance with these Conditions by the Customer will not constitute a waiver of any of the conditions.