These terms and conditions govern all contracts for the sale or supply of goods (including any instalment(s) of such goods or any parts for them) (together the “Goods”) by Assembly Solutions Limited (the “Company”) to any person who accepts the Company’s quotation for the sale of the Goods or whose order for the Goods is accepted by the Company (each a “Buyer”) to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made, by any Buyer

1. ACCEPT ANCE

   1.1 Unless stated otherwise all Quotations are valid for a period of 30 days from the date of issue. If the buyer wishes to proceed after that date the Company may decline that offer at its discretion.

   1.2 The company does not accept telephone orders. All orders must be confirmed in writing and marked clearly with a customer order number.

2. PAYMENT

   2.1 Unless special terms are agreed, payment is due at the end of the month following invoice or following notification that the Goods are ready for dispatch whichever date is sooner, but notwithstanding the foregoing. The Company reserves the right to change these terms as its discretion upon giving notice to the Buyer.

   2.2 All payments are to be made to the Company’s registered office.

   2.4 If payment is delayed for more than 21 days, the Company may treat this as a repudiation of the Contract and without prejudice to its other rights the Company may elect to be released from its obligations under the Contract (including any obligation to supply further Goods in an instalment Contract).

   2.5 If the buyer is awaiting credit notes or free replacement of goods, they are not entitled to withhold any payments or to refuse payment for goods not in dispute.

3. PRICE

   3.1 Any price quoted is Ex Works Bolton and is exclusive of carriage unless agreed otherwise.

   3.2 All prices quoted or listed are net of value added tax which will be added as appropriate.

4. CREDIT ACCOUNTS

   This clause applies if and whenever the Company agrees in Writing to allow the Buyer a credit facility.

   4.1 The Buyer will only be allowed a credit facility if the credit checks carried out by the Company in respect of the Buyer are wholly satisfactory to the Company.

   4.2 The Company will notify the Buyer in Writing when the Buyer’s account with the Company has been opened and of the credit limit imposed on that account. The Buyer will only be permitted to use the credit facility when its account has opened and then only to the credit limit imposed on the account.

   4.3 Unless otherwise agreed by the Company in Writing, the full price of all Goods sold or supplied must be paid in cleared funds no later than the end of the month following the Company’s invoice for the same.

   4.4 Any monies outstanding beyond the credit terms may attract interest at a rate of 8% above the base rate of Barclays Bank plc.

   4.5 The Company reserves the right to vary the terms upon which it allows the Buyer a credit facility, or to withdraw a credit facility at any time for any reason. Any variation in such terms will be notified to the Buyer in Writing and will take immediate effect.

   Assembly Solutions Ltd. Terms and Conditions of Sale

   4.6 Where any valid warranty claim is made in respect of Goods or Services supplied on credit and the Company decides to refund to the Buyer some or all the price of the Goods and/or charge for the Services, such refund will be made by credit to the Buyers account.

   4.7 Without prejudice, the Company shall be entitled to withdraw the Buyer’s facility with immediate effect if the Buyer breaches any of the provisions of this clause 4.

   4.8 Where the Buyer’s credit facility is withdrawn then without prejudice to any other rights or remedies available to the Company, the full price of all the Goods sold or supplied but not yet paid for shall become immediately due and payable notwithstanding any previous arrangements or agreements to the contrary.

5. RETENTION OF TITLE AND RISK

   5.1 The Goods are at the risk of the Buyer from the time of delivery.

   5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

   5.2.1 the Goods; and

   5.2.2 all other sums which are, or which become due to the Company from the Buyer on any account.

   5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

   5.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;

   5.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

   5.3.3 Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

   5.4 The Buyer’s right to possession of the Goods shall terminate immediately if:

   5.4.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

   5.4.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

   5.4.3 the Buyer encumbers or in any way charges any of the Goods.

   5.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

   5.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

   Assembly Solutions Ltd. Terms and Conditions of Sale

   5.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

   5.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this clause 5 shall remain in effect.

   5.9 The Company reserves the right to charge the Buyer a cancellation/handling fee in the event of a cancelled purchased order. Any purchase order where the original requested delivery date is pushed back more than 6 months is treated as a cancelled purchase order. The cancellation/handling fee may be at the full price of the product being cancelled.

   5.10 All drawings, bill of materials or technical document created by the Company and shared with the Buyer is treated as confidential and must not be given to a third party without written approval by the Company. The Company may seek damages if confidential documents are shared without approval by the Company.

6. DAMAGE IN TRANSIT

   6.1 No claim for damage in transit, shortage of delivery or loss of Goods will be entertained unless notice is given to the Company within 5 working days of receipt of the Goods.

7. WARRANTIES AND LIABILITY

   7.1 Subject to the conditions set out below, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of twelve months from delivery.

   7.2 The above warranty is given by the Company subject to the following conditions:

   7.2.1 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.

   7.2.2 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

   7.2.3 the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

   7.3 Subject as expressly provided in these Conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

   7.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

   7.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

   Assembly Solutions Ltd. Terms and Conditions of Sale

   7.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.

   7.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer 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 loss or damage (whether for loss or profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, it employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

   7.8 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

   7.8.1 Act of God, explosion, flood, tempest, fire or accident

   7.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition

   7.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority

   7.8.4 import or export regulations or embargoes

   7.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party)

   7.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery

   7.8.7 power failure or breakdown in machinery

   7.9 The total liability of the Company shall not exceed the invoiced price of the product found to be defective.

8. INSOLVENCY OF BUYER

   8.1 This clause applies if:

   8.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or

   8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer or

   8.1.3 the Buyer ceases, or threatens to cease, to carry on business or

   8.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

   8.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if any Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. DELIVERY

   9.1 Whilst every effort is made to adhere to delivery dates, any time or date given by the Company is intended as an estimate only and the Company shall not be liable for any damages or losses direct, indirect or consequential upon delay and the Company makes no representation that delivery of the Goods shall be made by a certain date or at all.

   Assembly Solutions Ltd. Terms and Conditions of Sale

   9.2 Deliveries may be wholly or partially suspended and the time of such suspension added to the original Contract in the event of a stoppage or delay or interruption of work in the Company’s establishment during the delivery period as a result of any cause beyond the reasonable control of the Company (and without prejudice to the generality of the foregoing those items listed in the clause 7.8 shall be regarded as such causes). The Company shall be entitled at any such time, on notice to the Buyer, to make partial deliveries only or to determine the Contract without prejudice in any case to rights accrued in respect of deliveries already made. The Buyer shall pay for the part of Goods delivered, the same proportion of the price as the part delivered bears to the whole of the Goods agreed to be sold.

10. RETURN OF GOODS

    10.1 Before returning any goods permission to do so must be authorised by contacting the Company for a returns number; failure to obtain prior authorisation may result in additional handling charges. Any customer or appointed carrier returning goods without an authorised returns number may be turned away and goods will not be accepted.

11. INFRINGEMENT

    11.1 The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Buyers drawings and/or specifications (whether supplied by the Buyer directly or indirectly) which involves the infringement of any letters patent registered design copyright or other intellectual property rights.

    11.2 If any claim be made against the Buyer alleging infringement of any letters patent registered design copyright or other intellectual property rights in relation to Goods otherwise supplied by the Company, the Buyer shall make no admission in respect thereof but shall notify the Company in writing forthwith and supply copies of all letters and documents relating to such allegations.

12. GENERAL

    12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

    12.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

    12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

    12.4 Considerable expense can be incurred by the Company recruiting and training employees and often they are in possession of sensitive or confidential information. The Buyer or an associated company to the Buyer will not offer any paid employment to any employee of the Company, either directly or through an agent of the Buyer whilst the employee is still in employment at the Company or within 12 months of their contract at the Company ending.

13. LEGAL CONSTRUCTION

    This Contract is or shall be deemed to be made in England and shall be construed according to English Law and the Buyer hereby submits to the jurisdiction of the English Courts.