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STANDARD TERMS AND CONDITIONS OF SALE
Martin's = Martin's Rubber Company Limited
Customer = The Customer in this Contract
1) The Customer shall make payment in full without any deduction or withholding whatsoever on any account within 20 (twenty) days of the end of the month in which the invoice is dated or some later date following invoicing which must be clearly evidenced in writing as having been agreed between Martin's and the Customer.
If payment is not received in full when due, the Customer shall pay interest on the unpaid amount at a rate per annum that is 5% (per cent) above the National Westminster Bank PLC base lending rate from time to time.
Martin's reserves the right to defer without penalty delivery of any goods that have been ordered by the Customer so long as any amounts remain overdue for payment or any credit limit is exceeded.
No claim by the customer in respect of goods comprised in one delivery of goods shall entitle the Customer to withhold payment of the whole or part of the price payable in respect of any other delivery of goods.
2) Unless otherwise stated or previously withdrawn any quotation will remain open for 28 days from it's date. Martin's reserves the right at any time to correct errors and omissions in quotations, drawings and other documents.
3) Without prejudice to Clause 4 if the Customer becomes bankrupt or insolvent or compounds or makes any arrangement with his creditors or being a company goes into liquidation or has a Receiver appointed of it's assets, Martin's may declare the Contract to be cancelled and re-sell goods and any loss sustained on the re-sale shall be paid to Martin's by the Customer.
4) No order accepted by Martin's shall be cancelled except with the agreement of the Customer. If a cancellation is accepted a charge will be made to the Customer towards the cost of restocking.
5) Every effort is made by Martin's to secure the highest possible standard of excellence of both material and workmanship and every care is taken by Martin's in giving advice and making recommendations based upon information provided by customers, but the circumstances of use of goods purchased by customers being outside Martin's control Martin's is compelled to stipulate that it makes no representation whatsoever and save as is set out below gives no guarantee whatsoever in respect of goods manufactured sold or supplied by Martin's and accepts no responsibility for advice given or recommendations made by Martin's.
a) Subject to the time limits set out in Paragraph 6, Martin's accepts liability to make good by replacement goods supplied by Martin's which are defective or otherwise are not in accordance with the Contract providing that the following conditions are met, namely:-
i)That the goods have been used solely for their proper and normal use or (if appropriate) precisely in accordance with any abnormal or unusual use notified in writing to Martin's prior to acceptance of the order.
ii)That the goods have been used or applied in accordance with any written instructions or direction appearing on their container or despatched with the goods.
iii)That no alterations or modifications (other than by Martin's) have been made to the goods.
iv)That Martin's is notified of any claim hereunder within seven days of the potential claim having been discovered or reasonably being capable of discovery.
b) Save as set out in sub-paragraph (a) hereof and save in respect of loss of life or personal injury Martin's shall have no liability whatsoever, whether for breach of contract or otherwise in respect of the goods supplied.
c) Without prejudice to the generality of the foregoing sub-clause and save in respect of loss of life or personal injury Martin's shall have no liability whatsoever for any consequential losses or damages of any sort arising or alleged to arise by reason of any breach of contract on Martin's part or otherwise alleged to result from the supply of goods by Martin's.
d) Martin's shall in no circumstances be liable for any loss or damage occasioned by the negligent use or application of the goods by the Customer its' servants or agents or by third parties.
e) Without prejudice to the generality of the preceding sub-clauses Martin's shall not be liable for any fault or defect in goods supplied where such fault or defect can be remedied under a manufacturer's guarantee or warranty unless and until the Customer's remedies under such warranty or guarantee are exhausted or excluded.
f) The Customer confirms that in entering this Contract he has not relied upon any representation or warranty given by or on behalf of Martin's and whether orally or in writing (save for written representation on Martin's headed notepaper and given by a responsible officer of Martin's) and (save as aforesaid) the parties agree that Martin's shall have no liability in respect of any such representation.
g) Defect damage or shortage in respect of any part of an order shall not be a ground for cancellation of the remainder of the order.
6) The Customer shall inspect the goods immediately upon delivery and shall within 14 (fourteen) days of such delivery give notice in writing to Martin's of it is alleged that the goods are not in accordance with the Contract. Any claim outside the 14 (fourteen) days will not be accepted. The Customer shall in respect of alleged visible damage to the goods at time of delivery make a note of the alleged damage on the Packing/Delivery Note and shall additionally within 28 days give notice in writing to Martin's to such alleged damage.
If the Customer shall fail to give notice as required in preceding paragraphs (as applicable) then the goods shall be deemed in all respects to be in accordance with the Contract and the Customer shall be deemed to have irrevocably and unconditionally accepted the goods as being completely satisfactory.
Any of the goods in respect of which the Customer makes a claim hereunder shall be preserved by the Customer intact as delivered and at its risk for a period of 21 (twenty one) days from notification of the claim within which time Martin's or its authorised agent shall have the right to investigate the complaint and inspect the goods. All original packings should be retained until inspected by Martin's or its duly authorised agent.
7) The Customer is responsible for ensuring that the materials supplied comply with any relevant regulations, codes of practice, or statutory, trade or local requirements. If the Customer requires the goods for any abnormal or unusual use such use must be known to Martin's in writing before Martin's has accepted any order.
Martin's reserves the right to make any alteration in specification of any of the goods ordered by the Customer provided that the goods comply in all other respects with the Customer's requirements.
8) Samples are submitted as indicating only the class, type of material or design of the goods and no guarantee is given that the bulk shall correspond to the sample precisely and accordingly Martin's can accept no liability for any differences between the sample and the bulk.
a) The property in the goods shall not pass until payment has been received in full. Until payment in full the Customer shall hold and store at his own expense the goods on behalf of Martin's. Pending payment in full the Customer shall have a licence to use the goods with such licence being revoked automatically on the insolvency of the Customer or expressly by actual revocation. Until payment in full Martin's shall have a lien on all property of the Customer in the possession of Martin's.
b) If the Customer defaults in payment Martin's shall be entitled to repossess any goods which remain its property. The Customer is required to afford access to the place where the goods are situated and to assist in reloading. Credit will be given for any payment which has been made less the cost of collection and
c) The goods shall be at the Customer's risk as from the time they are delivered or collected.
10) Work carried out, whether experimentally or otherwise at the Customers request will be charged for.
11) Customer's property (including samples, materials and tooling) when supplied by or on behalf of the Customer, will be held, worked on and carried at the risk of the Customer, who should make his own arrangements for insurance if this is required and Martin's will not admit liability for any loss of, or damage to Customer's property or for any consequential loss arising from such loss or damage.
Martins' shall not be liable for imperfect work caused by defects in, or the unsuitability of materials provided by, or on behalf of, the Customer, including materials supplied by Martin's to the Customer's specification and order.
12) Where Martin's manufactures "Tooling" in pursuance of an order that Tooling shall be and remain the property of Martin's whether or not the price of the order contains a charge in respect of the manufacture of that Tooling.
13) Every effort will be made to carry out the Contract, but its due performance is subject to cancellation or to such variation as may be necessary as a result of inability to secure labour, materials or supplies, or as a result of any Act of God, War, Strike, Lockout, or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond our control.
14) Purchasers of goods undertake and agree with Martin's not to export goods to North America without the previous permission in writing of Martin's.
15) No variation of or addition to these Conditions of Sale will be recognised by Martin's unless accepted and confirmed in writing by it.
16) Martin's failure to insist upon a strict performance of any provision of these Conditions shall not be deemed to be a waiver of its rights and remedies or a waiver by it of any subsequent default by the Customer in the performance or compliance with any of the terms of these conditions.
17) Unless otherwise agreed in writing the Customer may not assign either the benefit or the burden of any contract with Martin's.
18) The invalidity of any individual provision of these Conditions shall not affect the validity of the remaining provisions.
The Contract shall in all respects be construed and operate as an English contract and in accordance with English law and all disputes shall be under the exclusive jurisdiction of the English Courts