Terms & Conditions of Business
a) In these conditions: i) The “Company” means FROST ELECTROPLATING LIMITED. ii) The “Customer’ means the individual firm, company or other party with whom the Seller contracts. iii) “Processing” means the complete range of electro-plating techniques including preparatory treatment and preliminary handling and finishing (process and processed shall be construed accordingly).
b) Any quotation or estimate made by or on behalf of the Company whether in writing and/or orally is an invitation only to the Customer for him to make an offer and no order in pursuance of any quotation or estimate shall be binding upon the Company. Any agreement made between the Company and the Customer for processing (hereinafter called the Contract) shall only be subject to these Terms and Conditions according to their provisions. Any representation or warranty made by or on behalf of the Company prior to the Contract whether orally or in writing is hereby expressly excluded and shall be of no effect.
c) Unless otherwise agreed in writing by the Company these Conditions shall over ride any Terms and Conditions stipulated, incorporated or referred to by the Customer in his order or in any other document or during pre-contract negotiations. In the event of the Company entering into a Contract without the Company having submitted a written quotation or its standard acknowledgement of orderform but in circumstances where the Customer has had prior notice of these conditions then all goods and materials supplied and work done shall be subject to these conditions.
a) All quotation are given in good faith from samples, drawings or established part, catalogue or recognised trade numbers and subject to the items in question being suitable for processing in an established trade method.
b) The quotation (if any) shall remain valid:
i) For the period stated therein.
ii) Where no period is stated for three months after its date PROVIDED ALWAYS that where precious metal deposits are involved in the contract the quotation shall be deemed to be provisional and the Company reserves the right to charge the market price ruling at the time it accepts the order.
c) All quotations which are given without sight of the goods to be processed are provisional only. The Company reserves the right to amend such quotation or estimate and decline the order after examination of the same.
d) Should the supply of goods submitted for processing vary from the quotation i.e. in design, method of manufacture or condition of base metal, then the Company reserves the right to requote, taking into account the different features of the goods or materials.
e) If the Company is called upon to remove any exessive oxide, rust, grease or other contaminating material it reserves the right to make an additional charge for putting such materials in a suitable condition to enable them to be processed.
3) CUSTOMER’S RESPONSIBILITY
a) In view of the known hazards of processing it shall be the responsibility of the Customer to make the following information known in writing to the Company at the earliest possible time.
i) the type of process required and the treatment to be applied to the goods or materials
ii) full and detailed information of any known or likely impurities in the goods or materials or the base metal.
iii) if the goods have any special or antique value an estimate of that value must be produced.
iv) if the goods or articles are to be used in the Automotive, Aircraft or Space industries and there is a safety critical feature involved.
v) if the Customer intends to carry out any subsequent processing (i,e. pressing etc.).
b) The Company reserves the right not to process goods or materials where the Customer has not provided the information referred to in clause (a) hereof.
a) The price payable by the Customer for each delivery of goods shall be either that specified by the Company in any valid quotation (to be valid any quotation must be in accordance with the conditions set out in clause 2 hereof) or the Company’s ruling price at the date of despatch.
b) The Company shall be entitled to adjust the Contract price whether before or after the making of the Contract. In the event of any variation in the costs to the Company of supplying the services where:
i) additional work is required to remove any exessive oxide, rust, grease or other contaminating material and to put the goods in a suitable condition to enable them to be processed.
ii) the goods submitted for processing vary from the quotation (i.e. in design, method of manufacture or alteration in base metal).
iii) the bulk of the goods delivered for processing does not correspond to the sample.
iv) any other reason whatsoever beyond the control of the Company (but without prejudice to the generality of the foregoing) fluctuations in exchange rates, the action of any government or any other legal authority or any labour problems.
c) In all cases where precious metal deposits are involved the Company reserves the right to charge the market price ruling at the time it accepts the order.
d) The Contract price does not include the cost of carriage to the contracted place of delivery, or the cost of packaging goods or materials.
e) The price does not include Value Added Tax which will be charged at the rate applicable at the date of invoice.
5) TERMS OF PAYMENT
a) Unless otherwise provided payment shall be made by the Customer net cash not later than the end of the month following the month during which the goods were despatched.
b) Payment may not be delayed or refused for any alledged defects in the goods which the Company undertakes to correct under the terms of its warranty.
a) The Customer shall be entirely responsible for all charges for carriage howsoever arising and under no circumstances will the Company accept responsibility therefor. In the event of the Company being obliged to make any payment of carriage for whatever reason the Customershall immediately upon demand refund to the Company all sums involved.
b) Where the Contract provides that goods shall be delivered by an independent carrier delivery of the goods shall be deemed to be effected when the goods are delivered to or collected by the carrier.
c) In the event of goods being collected by or on behalf of the Customer by his servant or agents collection as aforesaid will constitute delivery to the Customer.
d) Where goods are sold f.o.b. deliveries should be complete when they are placed on board ship.
e) The Company will use its best endeavours to effect delivery of all processed goods by the date or dates specified in the Contract but shall not be responsible for any direct or consequential loss resulting from late delivery. In the event of the goods being damaged or lost prior to delivery or resulting from suspension of work and strikes, lock-outs, disputes, breakdowns, accidents. force-majeure or any circumstances beyond the Company’s control deliveries may be wholly or partially suspended until such time as work is resumed and the Customer shall accept late delivery of such goods.
a) All goods are checked for quantity before processing either by counting or weighing and any discrepancy advised. The quantity so ascertained by the Company is final and binding unless the contrary be established by the Customer.
b) In the case of processing quantities of small articles or a large volume of goods a weight to give 5% either way must be accepted as normal.
The Company has a general lien on all goods and materials from time to time delivered by the Customer and in the Company’s possession for all monies due or accruing due from the Customer which general lien shall extend to all sums outstanding due from the Customer to the Company under this or any other agreement from time to time howsoever and whensoever arising.
a) Because there could be a substantial disparity between the Company’s charges and its possible liability under or in connection with the Contract the Company’s liability in respect of any defect in processing or failure of the goods or for any loss, injury or damage attributable thereto is limited to the lowest of the following:
i) a sum not exceeding three times the contract price
ii) the cost of repeating the process and or otherwise remedying the defect or loss involved PROVIDED ALWAYS that the Company’s liability under this warranty shall automatically cease if:
(i) the defective goods are not immediately returned to the Company upon being found to be defective.
(ii) the Customer shall not have paid for all goods supplied and work done by the due date (whether under this or any other Contract between the Company and the Customer).
(iii) the information required from the Customer in accordance with clause 3 hereof and any other relevant information has not been provided to the Company.
(iv) the Customer has permitted persons other than the Company, its servants or agents to affect or attempt a repair or replacement of the defective goods or the goods have not been properly stored or treated since processing.
b) The warranty contained in clause (a) hereof shall only be operative for a period of three calendar months from the date the goods were despatched to the customer or for such additional period of time as the Company may at its sole discretion allow or consider reasonable in all the circumstances of the case.
c) The warranty set out above shall be in lieu of any warranties or conditions whether express or implied by statute, common law or otherwise which warranties and conditions are hereby expressly excluded by this clause except in so far as such an exclusion is prohibited by current legislation.
d) The Company’s responsibility is limited to the terms of this warranty and (except in respect of death or personal injury resulting from the negligence of the Company, Its servants or agents) the Company shall not be liable for any claim for direct or indirect, consequential or incidental loss, injury or damage made by the Customer against the Company arising out of or in connection with any defect in the goods which are the subject of the Contract whether or not such defect is directly or indirectly, wholly or in part caused by the negligent act, omission, default or neglect of the Company, its servants or agents or whether or not such defect amounts to a breach of a fundamental term of the Contract.
10) CLAIMS FOR DAMAGE IN TRANSIT
Every possible care is taken in the final examination and packing of goods but damage can sometimes occur during transit. The Company does not accept responsibility for any goods damaged in transit and the Customer is advised to obtain the necessary insurance cover.
a) Where goods are damaged in transit whilst being carried by the Company’s own vehicles then the warranty contained in clause 10 hereof shall apply.
b) Where goods are damaged in transit to the contracted place of delivery the time for delivery of the goods shall be extended for such a period as the Company may reasonably require.
c) The Company shall only be bound by its warranty to reprocess or pay compensation if the Customer shall have given written notice of such damage in transit with reasonable written particulars thereof to the Company within 10 days of receipt of the goods in question and has returned the goods to the Company within 21 days.
a) All goods and materials are accepted and stored entirely at the risk of the Customer and it shall be the obligation of the Customer to affect adequate insurance cover in relation thereto.
b) Although the primary obligation to maintain insurance on the goods shall be that of the Customer the Company provides insurance cover for goods and materials in its possession for fire, accidental damage, theft and consequential loss but this is restricted to a maximum of three times the Contract price, If the goods the subject of the Contract have any special or antique value alternative insurance arrangements can be made with the Customer but this must be agreed in writing by the Company.
The Company reserves the right to correct any clerical or typographical errors made by its servants, employees or agents at any time.
If at any time any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be effected or impaired thereby.
These Conditions and each and every Contract made pursuant thereto shall be given by and construed in all respects in accordance with the laws of England.