Silclear terms of sale
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Silclear terms of sale

TERMS AND GENERAL CONDITIONS FOR SALE

In these conditions "THE COMPANY" means SILCLEAR LTD and "THE CUSTOMER" means the person or company to whom this document is addressed, "GOODS" means any material, product or service supplied. These conditions shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customers' standard condition of purchase, these conditions shall apply except so far as expressly agreed in writing by a Director of the Company. No servant or agent of the Company has power to vary these conditions orally or to make representation or promises about the conditions of the Goods, their fitness for any purpose or any other matter.
1. ORDER ACCEPTANCE
Unless otherwise expressly stated in writing, all quotations and estimates by the Company are offers which shall remain firm for a period of ninety days from the date of the Quotation or Estimate. The Customers' order is an offer also and will become binding upon the Company when its terms and conditions are accepted by the Company under its order/Contract review procedures. Unless requested to do so in writing or by submitting its own form, the Customer will not be issued with an order acceptance. An order may only be cancelled or varied with the Company's consent and the giving of the Company's consent shall not in any way prejudice the Company's right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.
2. GUARANTEE
The Customer shall carry out a thorough inspection of the Goods within a reasonable time after their delivery and shall give written notification to the Head Office of the Company forthwith of any defects which a reasonable examination would have revealed. In the case of other defects, the Customer shall given written notification of defects in the Goods within 6 months from the date of delivery or, (if the Goods have been supplied by the Company under a main contract with a defects liability period), the end of the defects liability period whichever is the shorter. Subject to compliance with the above obligations which shall be a condition precedent to the Company's liability the Company will repair or replace (at its option) any components of the Company's manufacture which fail due to faulty materials or workmanship. In the case of components or products not of the Company's manufacture, but supplied by the Company as part of contract or order, the Company will assign to the Customer its rights against its supplier and these rights shall be taken in extinction of and substitution for any rights which the Customer would otherwise have had against the Company.
The liability of the Company under this guarantee shall be limited to the invoice value of the components replaced or repaired and the Company shall not be liable for any consequential loss or damage howsoever caused. It shall be the duty of the Customer to insure against such consequential loss and to hold the Company harmless thereof.
3. DELIVERY
Unless otherwise stated, all quotations and estimates assume an ex-works price, and the Company will charge extra for delivery. In the case of quotations and estimates reflecting a delivered price, the Company reserves the right to charge extra delivery in part loads where requested by the Customer. The Company will deliver as near as possible to the site as a safe hard road permits. The Customer shall provide at his own expense the labour for unloading and stacking; such labour to be available during normal working hours on the day notified by the Company for delivery. The Customer shall unload with reasonable despatch. Damage due to inadequate site access or careless unloading shall be at the Customer's own risk.
The Customer shall note any claim for short delivery and/or for damage to components on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Company's Head Office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged components. If short delivery does take place, the Customer undertakes not to reject the Goods. The Company undertakes to use its best endeavours to despatch the Goods on a promised delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials, or bought-in goods or components, or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted and the Customer shall pay such reasonable extra charges as shall have been occasioned by the delay. Where the goods are not delivered by the Company, but by an independent carrier, delivery to the carrier shall be delivery to the Customer. If the Customer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the customer the reasonable costs of so doing, and to tender its account for the price under condition 8.
4. FORCE MAJEURE
Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of their Agreement which result from circumstances beyond the reasonable control of that Party, including without limitation labour disputes involving that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they ceased to do so.
5. COST VARIATION
All quotations and estimates issued by the Company are, unless otherwise stated, based on current cost of production (material hours and wages), and are subject to amendment on or after acceptance to meet any recognised rise or fall in such cost.
6. GOVERNMENT TAXES OR LEVIES
Any variation to prices quoted as a result of government taxes and levies will be for the customer's account.
7. DESIGN
It is the Customers's responsibility to ensure that all necessary approvals have been granted before manufacture commences. The Company will assist in supplying drawings and calculations when requested to do so. No design work or calculations will be issued prior to the placing of a firm order or contract. An additional charge will be made for any design work or drawings required over and above those normally supplied by the Company. It is the Customer's responsibility to satisfy himself that the drawings, calculations and specifications are correct, and no responsibility for errors or omissions will be accepted by the Company once the Customer has approved details submitted. The Company's responsibility in any event is solely confined to its own manufactured components and does not extend to other products or components or overall structure or architectural considerations.
8. TERMS OF SALE
The Customer shall pay strictly thirty days after the end of the month in which deliveries are made, and shall pay interest on overdue accounts of 4% (four per cent) above Lloyds TSB bank base rate at the relevant rate from time to time, accruing daily. If the Customer shall fail to pay promptly, he shall lose the benefits of any previously agreed discount.
The ownership of Goods delivered by the Company shall only be transferred to the Customer when the Customer has met all that is owing to the Company on whatever grounds. The risk of accidental deterioration or destruction shall pass on delivery and the Customer shall insure against such risk.
The Customer shall pay all accounts in full and not exercise any rights or set-offs or counter-claim against invoices submitted.
9. REFERENCES
All orders are accepted subject to trade references being satisfactory.
10. EXCEPTIONS
If the Company does not apply conditions it does not set a precedent or invalidate the Company's rights.
11. ENGLISH LAW
English law shall be the proper Law of this Agreement.