TERMS & CONDITIONS OF SALE
- Acceptance of Conditions
The following terms and conditions comprise the standard Terms and Conditions of Sale of Robust UK ("the Company"). All contracts of Sale shall be governed by these Terms and Conditions of Business and each of the Conditions shall be deemed to be incorporated in any Agreement between the Company and the Buyer. The Buyer accepts these Conditions of Sale to the exclusion of any other Term including conditions, warranties and representations written or oral expressed or implied whether or not contained in any of the Customers documents which purport to provide that the Buyers own Terms and Conditions of Business shall prevail.
- Variation of Conditions
No variation of any condition shall be binding upon the Company unless expressly agreed in writing by the Company and signed by a Director of the Company nor shall any variation be construed as a waiver of any of the rights of the Company whether by statute or by these Terms and Conditions of Sale unless so expressly agreed in writing by the Company.
- Acceptance of Orders
The acceptance in writing by the Company of any order placed with it by a Buyer shall be a condition precedent to any liability of the Company in respect of such an order and an order once accepted by the Company shall not be subject to cancellation for whatever reason either wholly or in part without the written consent of the Company, The placing of an order with the Company or the Buyers acceptance of the Company's quotation shall be deemed to be an unqualified acceptance that these Terms and Conditions shall apply to all agreements made between the Company and the Buyer.
- Price
a) Except in respect of a quotation or acceptance of an order where the price is expressly stated to be fixed for a specific acceptance period, the Company reserves the right to alter its quotation of order prices in respect of the goods and services by reference to the price ruling at the date of despatch of the goods and the performance of the services by any additional sum as may from time to time be necessary to cover increases in the costs incurred by the Company which may occur between the the date of conclusion of the contract and the date of dispatch of the goods or performance of the of the services.
b) Where in a quotation or acceptance of an order a price is expressly stated to be fixed for a specific delivery and performance period and for any reason (except where the same is due to the default of the Company) the goods are dispatched and/or the services performed after the end of the said period, the Company reserves the right to change the price ruling at the date of dispatch of the goods and/or performance of the services.
- Price Variation
a) The prices quoted by the Company are based upon the cost to the Company at the time of quotation of labour materials transport and services. The Company reserves the right to vary its prices in the event of any increases or decreases in the cost of obtaining the labour materials and transport services necessary to perform the Contract or variations in currency exchange rates.
b) Where the specification and prices quoted are based on information supplied by the Buyer an additional cost incurred due to the inaccuracy of the information supplied will be charged to the Buyer. Further the Company reserves the right to amend its quotation to reflect the actual cost to the Company and to charge for any extra work required if modifications or alterations take place subsequent to the Buyers acceptance and/or placing of the Order in accordance with Clause 3 hereof. The Company reserves the right to reject any extra work modifications or alterations not included in the quotation.
- Payments
a) Time of payments is of the essence of all contracts and all payments shall be made to the Company and in the manner stipulated by the Company.
b) Payments shall be made as follows: 30 DAYS NET MONTHLY.
c) The Company reserves the right to charge interest at the rate of 5% above bank base rate at the time being in force on any amount which remains outstanding following the time appointed in sub-clause (a) of this clause for payment.
d) The Company reserves the right to suspend delivery of the goods and services in the event that payment remain overdue after the date appointed for payment as above.
e) The foregoing provisions are without prejudice to any rights the Company may have hereunder or at law and that no forbearance or additional time granted by the Company shall be construed as a waiver by the Company of any of its rights hereunder.
- Quotations
Any quotation made ny the company may only be used for the enquiry or order in respect of which the quotation was originally submitted. All quotations made by the Company shall automatically lapse on the 60th day after the date of the quotations unless previously withdrawn.
- Time for Delivery and Completion
Any date stated or agreed by the Company for delivery or despatch shall not be the essence of any contract. Such dates are approximate and are for the guidance of the buyer only and in the event that the delivery despatch or completion id not made at the date so stated the Company shall not be liable for any loss or damage whatsoever or howsoever suffered by the Buyer as a result of the Company's delay omission or failure to deliver or complete at the date stated (whether such delay omission or failure arises out of the negligence on the part of the company its servants agents suppliers contractors or sub-contractors.)
- Delivery
On arrival of the goods at the place designated for delivery by the Buyer any claim relating to missing or damaged goods which ought to be revealed by a reasonably diligent examination shall be notified in writing to the Company and to the Carrier involved within three working days of the receipt of the goods by the Buyer his servants agents or client and in default of any such notification any such claim shall be barred. Such notification shall also be confirmed in writing within seven days thereafter.
- Penalty Payment
The Company will not in any circumstances be liable for any claim made by the Buyer for penalty payments incurred by the Buyer for non-completion of contract.
- Risk
Risk in the goods supplied to the Buyer shall pass from the Company the moment when they leave the Company's premises and/or the Company's vehicles.
- Property
a) Property in the goods shall not pass to the Buyer until paid for or in the case of the Company accepting tender of a cheque or a bill of exchange letter of credit or draft until the same has been honoured, or
b) All other money due from the Buyer to the Company on any other account has been paid or satisfied in full.
- Quality and Condition of Goods
a) The Company warrants that all reasonable skill and care will be used with goods parts or materials manufactured and/or supplied and that all reasonable skill and care in its own services will be employed in assembling parts or materials not manufactured by them. The goods will be made available for inspection at the premises of the Company or suppliers prior to the despatch should the Buyer so require.
b) The Company accepts no liability for loss or damage due to or arising from goods or services supplied to a buyers own specification drawings or other specific requirements unless such loss or damage results solely from the goods or services being defective due to materials methods or workmanship not being in accordance with the said specification drawings or the negligence of the Company or its servants.
c) If any goods are claimed to be faulty in accordance with the foregoing conditions the BUyer shall notify the Company in writing and the Company shall determine whether to inspect the goods at the premises of the Buyer or whether the goods shall be returned. The Company shall determine in its sole discretions whether the goods supplied have been made in accordance with the Buyers specification drawings or requirements. The costs of carrying out inspection at the Buyers premises will be payable by the Buyer if the goods are complete and in accordance with the Buyers specification drawings or requirements.
d) Any goods which the Company agrees have not been manufactured in accordance with the said specifications drawings or requirements shall at the option of the Company be repaired replaced or modified so as to comply with the said specifications drawings or requirements and be delivered to the Buyer after such repair replacement or modification and without further charge to the Buyer. The Company shall deliver to the Buyer the repaired replaced or modified goods in accordance with the original terms of delivery. If the Buyer shall require urgent express or expedited delivery the Buyer hereby acknowledges that it shall pay in advance a sum equivalent to the difference between the normal delivery charges as per the original terms of delivery and the additional freight and packaging charges for such urgent express or expedited delivery. However, the Company expressly reserves the right to deliver the goods in whatever manner the Company elects. The Company's liability shall be limited to the repair replacement or modification of the goods without further charge in accordance with this sub clause.
e) The Company offers no warranty in respect of goods and materials or services its suppliers sub-contractors or any third parties. The Company may at its sole discretion assign the benefit of such warranties (if available) and/or other related rights (if any) as are available to first users or manufactured goods factored by the Company but not of the Company's own manufacture.
- Lien
The Company shall have a lien on all materials goods and all property for all charges of whatever nature incurred and/or due in respect thereof and in addition all materials goods or property in the custody and/or control of the Company shall be subject to general lien for monies due from or unpaid claims or charges against any Buyer on any account whatsoever and the said materials goods or property may be sold by the Company either in whole or in part without notice by whatever method may be determined by the Company to satisfy such lien or liens.
- Force Majeure
No failure or omission to carry out or observe in whole or in part any agreement between the Company and the Buyer shall give rise to any claim against the Company or shall be deemed to be a breach of the said agreement if such failure or omission arises from any cause reasonably beyond the control of the Company.
- Consequential Loss
The Company shall in no case be liable to the Buyer for any loss of profit other contracts or any consequential loss or damage of whatever kind howsoever any of the same shall have been caused save liability for such as may not lawfully be excluded.
- a) Demurrage
The Company shall be entitled to make additional charges for any additional transport costs which arise out of the request of or in accordance with arrangements made by the Buyer, which through circumstances beyond the Company's control fail to result in the transport of the goods in accordance with the arrangements.
- b) Abortive Journeys
The Company shall be entitled to make additional charges for any additional transport costs, which arise out of the request of or in accordance with the arrangements made by the Buyer, which through circumstances beyond the Company's control fail to result in the transport of the goods in accordance with the arrangements made.
- c) Storage
The Company shall be entitled to make a charge in respect of any goods belonging to the Buyer s that are warehoused or stored for a period greater than one calendar month for reasons beyond the Company's control. Payment for goods stored off site shall be made.
- Liability
The Company shall not be liable to the Buyer for any loss or damage involving any person property or interest suffered by the Buyer in connection with the supply use function or state of the goods or in connection with anything done or omitted to be done by the Company its servants or agents unless the loss or damage arises out of the Company's proven negligence and is in respect of loss or damage for which liability cannot lawfully be excluded.
- Property in Design and Copyright
a) The copyright and drawings data and literature relating to the Company's goods and services shall remain the property of the Company and (where marked otherwise indicated to be confidential) such drawings data and literature and the Company's manufacturing and operating technique shall not be disclosed or used except necessarily for the purposes of the application and use by the Buyer of goods in relation to which the drawing data literature or other techniques was or were supplied or disclosed.
b) Copyrights drawings data literature goods and services designated by the company to be secret and confidential shall not be disclosed by the buyer to any other persons for any purpose whatsoever other than to the Buyers servants or agents and in such case only after taking all necessary steps to ensure that such servant or agent is aware of the confidential nature of such document information work or service. In the event of the non acceptance by the Buyer of this quotation or the impossibility of performance or termination or completion the Buyer shall return to the Company each and every document produced or supplied to it by the Company including all copies and notes in possession of the Customer of and relating to any documents or information produced or information produced or supplied or imparted to the Buyer by the Company.
c) The Buyer shall not at any time make any use whatsoever of any document or information produced supplied or imparted to it by the Company save that which was previously known to the Buyer as a result of its own activities or through any published or freely available source.
d) If any invention is made by the Company's agents servants or sub-contractors during the course of carrying out work under any agreement arising from submission or the acceptance of this quotation then the right to apply for and receive letters patent in respect of such invention shall remain with the Company and/or its agents or servants or sub-contractors and the subsequent manufacture of any items the subject of such application for or the granting of letters of patent shall be reserved to the Company or its Licensees.
- Cancellation
If the Buyer shall cancel the order the Company without prejudice to any other rights, shall be entitled to be immediately paid all accrued costs at the date of the cancellation.
- Entry of Customers Premises
In the event of it being necessary for the Company to enter upon the premises of the Buyer or any part thereof for the purposes of affecting delivery of goods then the delivery of any such goods shall be strictly at the risk of the Buyer and in particular but without generality to the forgoing of this clause the Buyer shall be responsible for any loss or damage suffered by the Company or/and Carrier employed by the Company to deliver the goods as a result only of any such entry to the buyers premises.
- Breach
If the Buyer:
a) makes default in or commits any breach of any of its obligations (including as to payment of price) to the Company hereunder or
b) is involved in any legal proceedings in which solvency is a question or
c) is a company and any meeting is convened or resolution passed or petition presented (otherwise that for reconstitution or amalgamation) to win it up or a receiver is appointed or
d) ceases or threatens to cease to carry on trade then in such case the Company shall immediately become entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time not exceeding six months as it shall in absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract.
- Limitation of Liability
a) Subject to the provisions of paragraph b) of this Condition it is expressly stipulated that in the event of any claims on any ground being made by the Buyer against the Company in respect of the goods or services or any matter arising from or in connection to the contract relating thereto the liability of the Company shall be limited (in respect of each claim or series of connected claims) to the invoice value of the goods delivered or services performed of sale of making such claim and under no circumstances shall the Company be under any further liability to the Buyer whether for loss of profit or for any other direct or consequential loss howsoever arising.
b) Notwithstanding any provision herein contained nothing in these Conditions shall operate or be construed as operating to exclude or restrict any liability of the Company for death or personnel injury resulting from the negligence of the Company.
- Termination
a) The Company shall by written notice to the Buyer to cancel whole or any part of any Contract or Agreement concluded between the Company and the BUyer should the Company be hindered or prevented by any cause beyond it reasonable control from the same including a cause which renders performance commercially difficult or unreasonably expensive.
b) The Company may without incurring further liability terminate the Contract or Agreement by written notice if in its reasonable opinion the BUyer is unable to make payments in accordance with the forms thereof. Without prejudice to any of its rights the Company may have upon such termination the Company shall be entitled to receive payment on a quantum merit basis in respect of work completed or in progress at the date of termination.
- Assignment
The Buyer shall not assign any rights or delegate any duties under the Contract.
- Jurisdiction
The Contract will be construed and governed in all aspects by English Law. All disputes under or in relation to the Contract shall be subject to the jurisdiction of the Courts of England. The legality or un enforceability of any paragraph clause or provision referred to herein shall not affect or invalidate any other paragraph clause or provision herein.
- Arbitration
All Agreements between the Company and the Buyer shall be governed by English Law and any disputes difference or question between the Company and any Buyer with respect to any matter or thing arising out of or relating to any agreement between them shall be referred to the Arbitration of two persons one to be appointed by the Company and one by the Buyer or their umpire in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof which may for the time being be in force and such arbitration shall be condition precedent to the commencement of any action at law.








