1.1 The following words shall have the following meanings:
“The Company” shall mean Cutting Edge Carbide Ltd of Unit 4202 Waterside Centre, Solihull Parkway, Birmingham Business Park, Birmingham, B37 7YN.
“The Goods” shall mean the products, articles or things which are referred to any Contract of Sale.
“The Buyer” shall mean the corporate entity, firm or person referred to in any Contract of Sale.
1.2 A contract of Sale shall comprise the Buyer’s written order and the Company’s written acknowledgement.
1.3 All orders are placed under these Conditions alone which supersede any previously published by the Company.
1.4 These Conditions exclude any other terms and conditions inconsistent therewith which a Buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer, acceptance or counter offer made by the Buyer.
1.5 No variation in these Conditions is permitted unless expressly accepted by a Director of the Company in writing.
1.6 The headings of these Conditions are for convenience only and shall have no affect on interpretation thereof.
2.1 Unless otherwise stated all prices quoted are net exclusive of V.A.T or other taxes, duties or levies.
2.2 The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take into account any increase in the cost of raw materials, labour or services or any currency fluctuations affecting the cost of imported materials.
2.3 Cancellation by the Buyer will only be permitted at the discretion of the Company and must be agreed in writing. The Buyer will in the event of an agreed cancellation by the Buyer indemnify the Company fully against all expenses incurred up to the time of such cancellation.
2.4 There is a minimum order charge of £25.00. Any order under this will incur a £7.45 delivery charge.
2.5 Indexable inserts and spares are supplied and invoiced in multiples of their packed quantities. Packing and delivery is to be charged at cost.
3. Terms of Payment
3.1 All sums become due and payable under these Conditions not later than 30 days from date of invoice and must be paid without deduction or set-off.
3.2 Time for payment shall be of the essence.
3.3 The Company reserves the right to charge interest at 8% per annum pro rata above Barclays Bank plc base lending rate from time to time on all overdue accounts such interest being deemed to accrue on a day to day basis from the due date for payment under clause 3.1 until the date of actual payment (whether before or after Judgment has been obtained.
3.4 Any third party costs incurred by the Company in the collection of overdue accounts will be passed on to the Buyer.
4.1 All items quoted for delivery shall be delivered to the Buyer’s address appearing in the quotation.
4.2 The Company shall not be liable for any loss whatsoever or however arising caused by its failure to deliver or make Goods ready for collection on the due date.
4.3 Time of delivery is not of the essence.
4.4 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control.
4.5 Non-exhaustive illustrations of such circumstances would be an Act of God, war, riot, explosion, abnormal weather conditions, fire, floods, strikes, lockouts, Government action or regulations(UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
4.6 Should the Company be prevented from delivering in the above circumstances it shall give the Buyer written notice as soon as reasonably practicable.
4.7 Written notification of any damage in transit, shortage of delivery or loss of Goods shall be given to the Company within three days of the receipt of Goods or of the Buyer becoming aware of the loss and the Company’s liability (if any) shall be limited to replacing or repairing such Goods.
5. Risk and the Passing of Property
5.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
5.2 Notwithstanding risk in the Goods passing in accordance with Clause 5.1 hereof, title to the Goods shall not pass to the Buyer until whichever shall be the first to occur of the following:
5.2.1 Payment being received by the Company for the Goods and no other amounts are being outstanding from the Buyer to the Company in respect of other Goods supplied by the Company.
5.2.2 The Buyer, selling the Goods in which case title to the Goods shall be deemed to have passed to the Buyer immediately prior to delivery of the Goods to the Buyer’s customer. The Buyer is licensed by the Company to sell or agree to sell the Goods delivered to the Buyer subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money.
5.2.3 The Company waiving its rights under this clause in respect of specified Goods when the Title to the said Goods shall forthwith vest in the Buyer.
5.3 Until title of the Goods passes:
5.3.1 The Company may at any time revoke the power of sale and use contained in Clause 5.2.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company (whether in respect of the specified Goods or any other Goods supplied at any time by the Company to the Buyer).
5.3.2 The Buyer’s power of sale and use contained in clause 5.2.2 shall automatically cease if the Buyer has a petition presented for its winding –up otherwise than for the purposes of a bona-fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with any creditor or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
5.3.3 Upon determination of the Buyer’s power of sale and use pursuant to clause 5.3.1 or 5.3.2 the Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company shall be entitled to enter upon any premises of the Buyer for the purpose of removing such Goods.
6 Warranties and exclusions
6.1 The Company that it has Title to and the unencumbered right to sell the Goods and that they are the kind designated.
6.2 No representation or warranty is given as to the suitability of fitness of the Goods for any particular purpose and the Buyer shall satisfy itself in this respect and shall be totally responsible therefore.
6.3 The liability of the Company for breach of warranty (or for any other claim based on any defect in the Goods) shall not exceed the cost of repairing defects in the Goods or replacing the Goods shown to be defective.
6.4 Immediate written notice of any alleged defect in the Goods must be given to the Company by the Buyer.
6.5 The Company accepts no responsibility for the Goods unless they are used according to Company specification as outlined in the Company’s respective catalogues. All information and details contained in the Company’s specifications, catalogues, photographs and technical literature have been carefully prepared but their accuracy is not guaranteed.
6.6 Subject to the provisions of Section 2 (1) of the ‘Unfair Contract Terms Act 1977’ and subject as hereinbefore provided the Company shall not be liable to the Buyer for any damage or for any direct or consequential loss incurred by the Buyer in consequence of any negligence or willful default on the part of its servants or agents or in connection with the supply of any Goods or in the design or manufacture thereof.
6.7 The Company draws the attention of the Buyer to the statement in Condition 8 pursuant to the provisions of section 6 of the ‘Health & Safety at Work Act 1974’ and to the ‘British Hard Metal Association’s Guide to Health for Manufacturers’ and ‘Users of Hard Metal and Hard Metal Tools’. The Buyer undertakes to take all steps necessary to ensure that the Goods when properly used will be safe.
6.8 Where the Company arranges manufacture and supply of Goods to the Buyer’s design or specification the Buyer accepts full responsibility for the suitability and accuracy of the specification and the Buyer undertakes to indemnify the Company against any infringement of any patent, copyright, trademark, trade name or registered design and any loss, damage or expense which may be incurred by the Company by reason of such infringement in any country.
7. Proper law and jurisdiction
7.1 The Contract shall be governed and construed in accordance with The Laws of England and Wales, and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English courts.
8 Health and Safety at Work Act 1974
8.1 The Company informs you that in accordance with Section 6 of the above Act, it takes every care, as far as is reasonably practicable, to ensure that its products are safe and without risk to health when properly used. However as suppliers of Hardmetal cutting tools and components, the Company reminds you that certain precautions should be taken when using its products.
8.2 Hardmetal is a reasonably inert and safe material but, because of its inherently brittle nature, it can be fractured by shock or impact which may cause pieces to be detached at a high velocity. Therefore ensure the machine is adequately guarded. Your attention is drawn to the Statutory Instrument 1975 No 1681 (Factories – The Protection of Regulations 1975) and especially to Clause 5 and to Schedule 1. Part IV, Paragraphs 31 and 34.
8.3 When fitting inserts ensure that the pocket faces are clean and in good condition. Use only the screwdrivers supplied for tightening inserts. All tooling should be checked regularly by a competent person and all worn parts should be replaced.
9 Supply of Special Tools/Inserts
The company reserves the right to over or under supply specially manufactured tools in the quantity of +/-10% or min 2 additional pieces.