SALES TERMS & CONDITIONS – SOURCE IN ASIA LIMITED.
DEFINITIONS for Sales Terms & Conditions.
- The “Company” means Source in Asia Limited, and its other companies in the group.
- The “Customer” means the person, firm or Company that contracts with the Company for the purchase of goods or service.
- The “Goods” means the products of any kind manufactured or sold by the Company.
- The “Services” means work of any kind carried out by the Company.
- These conditions shall apply to all contracts for the sale of goods or services by the company to the Customer to the exclusion of all other terms, including any terms or conditions the Customer may purport to apply under any purchase order, confirmation of order or similar documents.
- All orders for goods or services shall be deemed to be an offer by the Customer to purchase goods or services pursuant to these conditions.
- Acceptance of delivery of the goods or service shall be deemed conclusive evidence of the Customers acceptance to these conditions.
- Any variation to these conditions (including any special terms or conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of the Company.
- In the event that information given to the Customer to the Company differs from that on which the quotation was based and involves the alteration of the quotation, the Company may increase the price quoted therein to cover any increase in cost that the alteration may incur and amend the delivery date.
THE PRICE AND PAYMENT.
- The price of the goods or service shall be the Company’s quoted price which will be binding upon the Company provided that the Customer shall accept the Company’s quotation within 30 days.
- Should an order be placed by the Customer outside the 30 days, the Company reserves the right to re-quote the contract for both cost and currency.
- The price is exclusive of VAT, which should be paid at the rate determined by the UK Government, and due on the Company’s invoice.
- Payment of the invoice must be made by the Customer to the Company at the time of order placement, and NO WORK WILL BE STARTED until the payment is received by the Company.
- Payment of the final invoice will be presented to the Customer 10 days prior to the finish of the production, to enable the parts to be shipped on time. Failure to pay this invoice will result in goods not being shipped until payment is received by the Company’s supplier.
WARRANTIES & LIABILITY.
- All other terms, conditions and warranties relating to the fitness for purpose, merchantability or condition of the goods and service whether made expressly by the Customer or its servants or agents or implied by statute at common law or otherwise are excluded.
DELIVERY OF THE GOODS.
- The Company will make every endeavour to meet the delivery times for the provision of the goods or services that are specified in the quotation but no guarantee is given as to the delivery times which are forecasts only. Time shall not be of the essence of the contract save in the case of payment due to the Company.
- Delivery times shall run from date of the receipt of the Company of the Customer’s order in writing, and the receipt of any payments due with the order in the Company’s Bank account.
- Delay in delivery shall not give the Customer the right to cancel the order.
- The Company may deliver the goods or service by separate installments in accordance with the agreed schedule. Each schedule shall be invoiced and paid in accordance with these terms and conditions.
- The failure of the Customer to pay for any one or more of the agreed installments, at the due times, shall entitle the Company (at its sole option)
- Without further notice to suspend further deliveries of the goods or services and any outstanding production, pending payment by the customer and/or
- Treat the contract as repudiated by the Customer
- The customer shall promptly obtain all necessary import licences, customs clearance, and other consents necessary for the purchase of goods. The Company shall promptly upon request supply all documents reasonably required by the customer for this purpose.
- The Company shall not be liable for any loss or damage whatsoever fur to failure by the Company to deliver the goods or service (or any of them or it) promptly or at all.
- The goods or service may be delivered to the Customers at their address. The risk in the goods shall pass to the customer upon such delivery taking place.
- The Company may arrange for carriage of the goods to the Customer’s address or to the address of an agreed third party. The costs of carriage and any insurance that the Customer reasonably directs the Company to incur shall be reimbursed by the Customer without any set off or other withholding whatsoever and shall be due on the date of payment of the invoice. The carrier shall be deemed to be the customers agent.
DAMAGE, SHORTAGE AND LOSS.
- In the event that the Company delivers the goods to the Customer, or uses a carrier to do so, the Customer must notify the Company within 3 days of delivery of any damage, shortage or loss.
- The Company shall not be liable for any loss or consequential loss arising from such damage or shortage.
- The parts supplied to the Customer by the Company, will adhere to the quality requirements discussed and agreed between the Company and the Customer.
- Quality information for the parts/assembly will be provided by the Company to the Customers agreed requirements.
- All parts will be signed off by the Customer prior to any production being started.
- Any Automotive type Quality Information (PPAP, Control Plan, FMEA, SPC) will be charged for by the Company, in agreement with the Customer.
- The Customer must notify the Company within 14 days of receipt of the goods or service of any defects in them, usually in the form of an 8D report or similar. The Customer shall return the goods to the Company carriage paid.
- If the Company accepts the Customer’s claim, the Company shall have the choice of rectifying the defect or crediting the Customer with the amount given on the quotation.
- The Customer may not charge the Company for any work the Customer carries out to rectify a defect without written agreement of the Company, and any costs must be agreed within ONE month of the 8D report being raised by the customer. Failure to meet this timescale will result in the customer accepting by default the full batch of parts.
- The Company shall despatch any rectified goods to the Customer carriage paid.
- Should the Customer cancel the order or any part thereof, the Company reserves the right to charge all costs incurred to date, Including any outstanding orders and additionally to charge for consequential loss incurred as a result of cancellation of the complete or part of the Order. Should any visits to supplier specifically for the project, then costs will also be invoiced to the Customer
ACCEPTANCE OF THE GOODS OR SERVICE.
- The Customer shall be deemed to have accepted the goods or service 15 days after delivery to the Customer.
- After acceptance the Customer shall not be entitled to reject the goods or service that are not in accordance with the contract.
TITLE AND RISK.
- In spite of delivery being made, property in the goods shall not pass from the Company until the Customer has paid the contracted price + VAT in full and no other sums whatsoever shall be due form the Customer to the Company.
- Until property of goods passes to the Customer in accordance with clause 9.1, the Customer shall hold the goods and each of them on a fiduciary as baillee for the Company. The Customer shall store the goods (at no extra cost to the Company) separately from all other goods in its possession and marked as such a way that they are clearly identified at all times at the Company’s money.
- Until such time as property in the goods passes from the Company, the Customer shall on request deliver up such of the goods as have not ceased to be in existence or resold to the Company. If the Customer fails to do so, the Company may enter the premises owned, occupied or controlled by the Customer where the goods are situated and repossess the goods. On making such request the rights of the Customer shall forthwith become due and payable.
- The Company shall be entitled to recover the price (+VAT) notwithstanding that property in any of the goods has not passed from the Company.
- The Customer shall not pledge or in any way of security for any indebtedness any of the goods that are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so, all sums whatsoever owing to the Company shall forthwith become due and payable.
- The Customer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of the Company until the date that property in the goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of Insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so, all sums whatsoever owing by the Customer to the Company shall forthwith become due and payable.
- The Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 2006. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatsoever owing by the Customer shall forthwith become due and payable.
- No liability is accepted for any direct or indirect cost, damage or expense relating to property relating to property or loss to any person, firm or company or for any loss of profits or production arising out of or occasioned by any defect in or failure of materials or for parts thereof supplied by the Company or other consequential loss howsoever arising (except to the extent that any such liability may be excluded by statute).
- The Company’s liability whether in respect of one claim or an aggregate arising out of any contract shall not exceed the purchase price payable under the contract.
- Where the customer accepts or has been deemed to have accepted any goods, the Company shall have no liability whatsoever to the Customer in respect of those goods.
- Illustrations, weights, measures, specifications and performance schedules set out in the sales literature of the Company forms no part of this contract.
- The Company reserves the right to over or under deliver to the extent of 2% of the contracted quantity, except for batches of 100 or less when the quantity that may be over or under delivered will be on item only. The Company will then invoice pro-rata for the appropriate quantity.
- The specifications and designs of the goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Company. Where any designs or specifications have been provided by the Customer for the manufacture by or to the order of the Company then, the Customer warrants that the use of those designs or specifications for the manufacturing process, assembly or supply of the goods, shall not infringe the rights of the Customer or any other 3rd
- The Customer shall indemnify the Company in full against all liability and cost of any infringement (alleged or proven) by the Customer of any patent, copyright, or other intellectual or industrial property.
- The Company, where possible, use suppliers who do not specialise in the assembled parts. Companies making the same product as that being supplied to the Customer, will only be used at the request of the Customer. This is to safeguard the IP information.
- All drawings, documents, and other information supplied by the Company are supplied on the express understanding that the customer will not without consent from the Company give away, loan exhibit or sell such drawings thereof or copies thereof, use them in any way except in connection with the components for which they are used, or contact Suppliers, whose information may be given to the Customer.
- Likewise, the Company must adhere to the Customers requirements, which will be similar to the conditions laid down in clause 12.4.
- The Company accepts no responsibility for the accuracy of information or drawings supplied by the Customer. Should any errors be found by the Company, then they will discuss the errors with the Customer and agree changes.
- The Company shall be entitled to a general lien on all goods of the customer in the Company’s possession (including goods of the Customer that have been paid for) for the unpaid price of all goods sold tom the Customer by the Company under this or any other contract.
- All goods will be manufactured sub contract by the Company, with terms and conditions being as this document.
- Suppliers may be changed without consent of the Customer, but if this is the case, then the part must go through new approval by the Customer.
- The Customer must not have direct contact with the Sub Contractor, although company information on the supplier will be given to the Customer, as open book purchasing. Any direct contact will make the contract void.
- The Company reserves the right to defer the delivery, or cancel the contract if prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company, as highlighted in Clauses 18.2 and 18.3.
- The Company shall not be liable for any default due to any act of God, War, Government Actions, Acts of Terrorism, Strike, Lock Out, Industrial Action, Fire, Flood, Drought, Earthquake, Tsunami and Tempest, or any event beyond the reasonable control of the Company.
- Any restraints or delays effecting carriers, or inability or delay in obtaining supplies of adequate or suitable materials.
- Should it be decided that the Company closes, for whatever reason, the Company will produce all work for in process current orders, thus eliminating any delivery concerns to Customers.
- Any notice required to be serviced pursuant to this contract of sale shall be in writing and serviced by first class post, hand or facsimile on the Company at the Company’s registered office or principal place of business, and on the Customer at the Customers registered office or principal place of business.
PROPER LAW OF THE CONTRACT.
- This contract is subject to the law of England and Wales.