The sale of the products described herein shall be governed by the terms and conditions and conditions contained in any existing written contract between the Buyer and the Seller covering such sale and if there is no such existing written contract the Seller the Seller hereby offers to sell such products to the Buyer only upon the following terms and conditions: acceptance of such products by the Buyer shall constitute assent to the said terms and conditions.
Your order has been accepted and estimated delivery quoted subject to the availability of raw materials. Invoice will be at the list price of the Seller current at the date of despatch.
The buyer shall pay for the products within 30 days nett of the date of the appropriate invoice from the Seller.
If the products are delivered in instalments, the Seller shall be entitled to invoice each instalment as and when delivery has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non-delivery of other instalments or other default on the Seller’s part.
The Seller is entitled without prejudice to any other rights it may have to charge interest at a rate equal to the higher of the interest payable on court judgements or 2 per cent above the base rate of Royal Bank of Scotland plc on overdue payments of the price of the products or the price of any instalments thereof.
In addition to the purchase price, the Buyer shall pay the Seller the amount of all governmental taxes, excises and\or other charges (except taxes on or measured by net income) that the Seller may be required to pay with respect to the production, sale or transportation of any product delivered hereunder, except where the law otherwise provides.
All prices are exclusive of Value Added Tax and this will be charged by the Seller and will be payable by the Buyer at the appropriate rate.
The price of the products shall be due in full to the Seller in accordance with the terms of any existing written contract relating to the sale of such products or, if none exists on the terms contained herein, and the Buyer shall not be entitled to exercise any set off, lien or any other similar right or claim.
Any period for delivery shall be calculated from the time of the Seller’s acceptance of the Buyer’s order or from the Seller’s receipt of all information necessary to enable the Seller to manufacture or procure the manufacture of the products (whichever shall be the later)
The Seller warrants that all products manufactured by the Seller and delivered hereunder will, at the time of delivery, conform to the applicable specifications, will be free from defects in workmanship and material, and will perform in the manner and under the conditions set forth in the applicable specifications. The Seller’s warranty on any product delivered hereunder that is not manufactured by the Seller is limited to extending, to the extent that it is able, to the Buyer such warranty as is offered by the original manufacturer. The Seller shall not be liable for damage to the products by accident, misapplication or misuse. Products altered by any party other than the Seller are not covered by the foregoing warranties. Without limiting the generality of the foregoing, the Buyer assumes all risk and liability for the results obtained by the use of any product delivered hereunder in manufacturing processes of the Buyer except as otherwise specifically provided in the specifications attached hereto.
Time of delivery shall not be of the essence of the contract.
The Seller’s liability under the foregoing warranties shall be limited to the replacement or repair at the Seller’s option of any product delivered hereunder with respect to which the Buyer claims a breach of warranty hereunder by written notice to the Seller given within thirty (30) days from the date of delivery of such product or part. The Seller shall bear costs of transportation of products of parts thereof to and from the Seller’s plant only if the Seller directs their return.
No claim of any kind, whether as to products delivered or for non-delivery of products and whether or not based on negligence shall be greater than the purchase price of the products in respect of which such claim is made and in no event shall either party be liable for special, indirect or consequential damages examples of which include, without limitation, loss of profits, loss of contracts and damage to property of the Buyer or any third party, whether or not caused by or resulting the negligence of such party.
The Buyer’s receipt of any products delivered hereunder shall be an unqualified acceptance of, and a waiver by the Buyer of any and all claims with respect to such product unless the Buyer gives the Seller notice of claim within thirty (30) days after such receipt. The buyer assumes all risk and liability for the results obtained by the use of any product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances.
The Buyer shall indemnify the Seller in respect of any loss, cost or expense incurred by the Seller as a result, directly or indirectly, of the Buyer’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.
All times dates or periods given for delivery of the products are given in good faith but without any responsibility on the Seller’s part.
The Buyer shall indemnify the Seller against all costs, claims, losses, expenses and damages incurred by the Seller or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade marks, copyright design right or other intellectual property right occasioned by the importation, manufacture or sale of the products if made to the specification or special requirements of the Buyer.
No liability (whether in contract or for negligence or otherwise howsoever) for loss of or damage to the products occurring prior to delivery or for any claim that any item delivered pursuant to the contract is defective or is otherwise not in accordance with the contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the products) or for non-delivery will attach to the Seller unless claims to that effect are notified in writing by the Buyer to the Seller (and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Seller’s own vehicles have not been used to deliver the products):
(a) within seven days of delivery for loss, damage, defect or non-compliance with the contract; or
(b) within ten days of the date of the invoice for non-delivery.
In the event of a valid claim for defect, loss, or non-compliance with the contract or non-delivery the Seller undertakes at its option either to reprocess or replace the items concerned at its expense but shall not be under any further or other liability in connection with such non-delivery, loss, damage or non-compliance.
If the Buyer shall fail to give notice in accordance with the condition above the items delivered shall be deemed to be in all respects in accordance with the contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred.
The Seller shall have the right to make delivery by installments of such quantities and at such intervals as it may decide, and any express provision as to installments in the contract shall be in addition to and not in derogation of this right.
Unless otherwise agreed by the Seller in writing the products will be delivered ex the Seller’s premises. The price of the products is exclusive of carriage, packing and insurance to the Buyer’s premises.
In the case of orders for products to be manufactured to a quantity, specifications and/or weight specified by the Buyer, the Seller may deliver up to 10% above or 10% below any such quantity, specifications and/or weight so ordered.
The Seller shall be entitled to delay or cancel delivery and shall not be liable for its failure to perform hereunder due to contingencies beyond its control including but not limited to acts of God, fires, floods, wars, pandemics or epidemics, ordinances, rules and regulations, whether valid or invalid (including but not limited to import or export prohibitions or limitations, priorities, requisitions, allocations and price adjustment restrictions) and inability to obtain material, equipment or transportation. The Seller shall have the right to omit during the period of such contingency all or any portion of the quantity deliverable during such period, whereupon the total quantity deliverable hereunder shall be reduced by the quantity omitted. If due to any such contingency the Seller is unable to supply the total demands for any product to be delivered hereunder, the Seller shall have the right to allocate its available supply among its customers and its departments, divisions, subsidiaries and affiliates in such manner as the Seller deems fair and equitable. In no event shall the Seller be obliged to purchase material from other than its regular sources of supply in order to enable it to supply products to the Buyer hereunder.
If the Buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed the Seller in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Seller and the Buyer or may (without prejudice to the Seller's right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries (as the case may be) of products until any default by the Buyer be remedied.
At the discretion of the Seller, all deliveries hereunder are subject to the condition that all indebtedness of the Buyer to the Seller due before the date of dispatch shall first be paid. In the event, that the Buyer is in arrears of payment to the Seller by more than 30 days, the Seller may cancel all future deliveries to the Buyer.
No modification by the Buyer of these terms and conditions shall be valid unless accepted in writing by an authorized representative of the Seller, such authorized person being a Director or the Company Secretary. Without limiting the generality of the foregoing, no such modification shall be effected by the acknowledgement or acceptance of purchase order forms containing other or different terms or conditions whether or not signed by any other representative of the Seller.
For the purposes of witnessing final physical testing of any material to be delivered hereunder the Buyer shall have the right of access to the Seller's facilities during normal working hours on 48 hours' written notice.
From the time of delivery, the products supplied shall be at the Buyer's risk and the Buyer shall be solely responsible for their custody and maintenance and shall insure them against loss or damage from the usual risks. Notwithstanding this, the products shall remain the property of the Seller until all payments to be made by the Buyer under this contract or any other contract made between the Buyer and the Seller have been made in full and unconditionally. The Buyer undertakes to keep the products separate from all other products in its possession and identifiable as belonging to the Seller. The Buyer further licenses the Seller to enter upon any premises under the ownership, control or possession of the Buyer at any time to recover the products.
The Buyer has complied and/or will comply with all applicable laws, rules and regulations of the United States of America and of the United Kingdom, and of any other country concerned pertaining to the purchase and movement of and the payment for the products to be delivered hereunder.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the products into the country of destination, and into any country through which the products are transported, and for the payment of any duties on or in respect of the importation or transportation of the products.
All drawbacks of duties (including without limitation inward processing relief) paid on items entering into the manufacture of the products to be delivered hereunder shall accrue to the Seller, and the Buyer agrees to furnish the Seller with all documents necessary to obtain payment of such drawbacks and to co-operate with the Seller in obtaining such payment.
The terms of Haynes UK Cancellation Policy (https://www.haynesintl.com/sales-and-service/service-centers/cancellation-policy) will apply to orders cancelled without cause.
The contract terms and conditions are governed by English Law and the Seller and the Buyer agree to submit to the non-exclusive jurisdiction of the English Courts.
July 8, 2020