CRYSTAL STRUCTURES LIMITED
29 HIGH STREET, SOMERSHAM, HUNTINGDON, CAMBRIDGESHIRE PE28 3JA ENGLAND
Tel: +44 (0) 1223 811 451
Standard Conditions of Sale
1. (a) These Conditions shall come into force on our acceptance of your order and shall apply also to subsequent purchase orders accepted by us unless excluded by specific written references by you and by ourselves.
(b) In case of any conflict variance or inconsistency between these Conditions and the terms of your enquiry or order or any correspondence relating thereto these Conditions shall prevail except to the extent that i) such Conditions arc excluded by specific reference in writing and ii) such exclusion is agreed to by us in writing. Our Conditions of Installation also apply to work on Site.
(c) No alteration to your order will be recognized by us unless requested in writing and confirmed by us in the same way.
(d) For Crystal Structure Models it is sufficient to order by catalogue numbers. When ordering model components specify the colours of balls and spoke lengths required. Organic bonds may be designated by C(O), C(N) etc.
2. (a) Time for delivery is given as accurately as possible but is not the subject of any condition warranty or representation. In particular it is subject to extension for delay due to strikes lock-outs Works breakdowns delays in transit shortage of raw materials Government regulations or requirements or any other cause whatsoever (whether or not similar to those above mentioned) beyond our control.
(b) Liability for proven loss arising from causes within our control shall not extend to consequential loss and shall in any event be limited to the amount of the contract price for the delayed goods.
3. (a) In respect of any goods or parts of goods which are not the subject of experimental or developmental or prototype work undertaken by us we warrant (subject to Condition 7 below) that the goods manufactured by us are free from defects in material or workmanship subject as follows:
(i) Save as provided in 3 (a(ii)) below our liability shall be limited to repair or replacement free of charge at one of our factories or appointed Agents selected by us of the defective part within twelve months after delivery provided notification of such failure or defect is given to us immediately upon the same becoming apparent and on our request the goods are promptly returned to us carriage paid.
(ii) In respect of gas-filled or vacuum or semi-conductor or rubber valve bodies our liability shall be limited to such shorter warranty period as is determined by custom and usage.
(b) In respect of goods which are the subject of experimental or development or prototype work undertaken by us we undertake that if within six months of delivery notification of failure or defect is given to us which arises from non-compliance by us to work in accordance with any drawings agreed to by us in writing and if on our request the goods are promptly returned carriage paid we will (subject to Condition 7 below) replace or at our option repair such equipment free of charge.
(c) We warrant that we will have good title to sell all the goods to be supplied and that they will be free from all liens and encumbrances in favour of any third party not declared or known to you before or at the time of the contract. In the case of goods supplied but not manufactured by us we will extend to you the benefit of our supplier's warranty.
(d) We shall be under no liability for any defect which is due to accident fair wear and tear negligent use tampering improper handling improper use improper operation or improper storage or any other default on the part of any person other than us.
(e) In particular we shall not be liable for any consequential loss or damage arising from the use of our goods.
(f) The terms contained in this Clause and in Clause 7 shall exclude any other express or implied condition statement or warranty statutory or otherwise as to title right of sale quiet possession freedom from charges or encumbrances description quality fitness for any purpose merchantability or sample.
4. (a) Export packaging and containers will be charged for except when prices are quoted 'packed f.o.b.'. Export packaging and containers are not returnable.
(b) Containers and any packing material supplied as returnable will be charged to your account if not returned within 14 days carriage paid in good condition.
5. (a) All goods are sold and all prices are quoted ex works, unless otherwise stated in writing on the quotation.
(b) Any prices quoted are exclusive of and may be adjusted for any Tax or Duty due thereon and may be increased for the supply of any quantity smaller than that quoted for.
6. (a) Unless expressly excluded in writing at the time of ordering, insurance will be effected and charged for. A certificate of insurance will be furnished if requested at the time of ordering. In the event of a consignment arriving damaged ourselves and the Carriers should be notified immediately and the containers and wrappings kept for inspection by the Insurers. Any conditions mentioned in the insurance cover note must be adhered to.
(b) Advice Notes will be dispatched immediately after dispatch of the goods.
7. All descriptions drawings and other particulars furnished in catalogues price lists and other documents issued by us are as accurate as possible but being given for general information are not to be treated as binding unless specially confirmed in writing. All dimensions and materials are unless otherwise stated subject to reasonable variations resulting from raw material available or arising in the ordinary course of manufacture. Any performance figures which may be given are based upon our experience and are such as we expect to achieve. We will however accept no liability if those figures are not obtained unless we specifically guarantee them in writing and then only subject to recognized tolerances and rejection limits which may be applicable.
8. In the case of an order for delivery and payment for goods by installments every delivery shall be deemed to be sold under a separate contract and failure by us to deliver or by you to pay for any one or more of the said installments shall not subject as below mentioned entitle you or us as the case may be to treat such failure as a repudiation of any further installment.
9. (a) Payment in the U.K. will be made within 30 days of delivery, or in the case of equipment requiring installation, of commissioning. Any delay in delivery or commissioning made at the buyer's request will not delay payment.
(b) Abroad payment will be made by letter of credit, confirmed before dispatch, drawn on a London Bank.
(c) Interest may be charged on overdue accounts at four per cent over Bank Base Lending Rate.
(d) Failure on your part to pay in accordance with the terms of the contract for goods delivered shall entitle us at our option to withhold further deliveries both in respect of the Contract or series of Contracts in question and any other Contract for delivery of goods to you until such payment has been made but you will in any event also be liable to us for the cost of all materials and work in connection with manufactured or partly manufactured articles acquired or made by us for the purpose of further deliveries to you, less an allowance of the value thereof as realized or as utilized by us for any other purposes.
10. Where you send us any items such as materials tools goods or the like in connection with your orders you do so at your own risk and we accept no responsibility for insuring your property except by arrangement in writing. Any patterns jigs or tools provided by us shall remain our property except as stated by us in writing.
11. In the case of special tests at our premises or on site which may be necessary or called for on your Order seven days notice in writing or any agreed shorter notice will be given to you of such tests. In the event of failure or delay on your part to attend the tests they will proceed in your absence and shall for the purpose of the Contract of Sale be deemed to have been carried out in your presence and the goods shall accordingly be accepted on on your behalf if the person conducting the tests shall certify in writing that the goods have duly satisfied the tests. Unless included in our quotation any test requested by you may be charged for in addition to the quoted price.
12. (a) Patent and design rights relating to goods offered or supplied shall remain our absolute property and our designs and drawings shall not be reproduced or disclosed to any third party without our written consent. You will not without our previous written consent copy or enable others to copy any goods or part thereof supplied by us.
(b) You hereby indemnify us against all claims damages costs and expenses to which we may become liable through executing any Orders in accordance with your Specification or drawing by the infringement or the alleged infringement of a Patent Registered Design or similar instrument of privilege.
ACTS OF BANKRUPTCY
13. It is a condition of all sales that at any time upon or after the commission by the buyer of an act of bankruptcy or where the buyer is a limited company the commencement of a winding-up by reason of insolvency or any assignment for the benefit of creditors the sale may be cancelled by us wholly or in part by notice in writing.
14. (a) We reserve the right at any time to adjust prices in relation to fluctuations in labour materials goods or transport costs and also in relation to any changes in currency exchange rates which affect the cost to us of any foreign bought-out goods.
(b) In the event of the suspension of work or inability on our part to deliver either as a result of instructions from you or through failure by you to provide us with our necessary instructions the contract price may be increased by us to cover any extra expense thereby incurred by us.
15. Orders are accepted on condition that they are subject to cancellation only with our consent in writing.
16. These Conditions shall be governed and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of English Courts.
17. The marginal sub-headings to these Conditions are not to be regarded as part thereof or binding between us.