1 Definitions

In these terms: -

“Purchaser” means the purchaser of the Goods and / or Services from the Supplier;

“Supplier” means RD Precision Limited.

“the Contract” means the relevant contract between the Purchaser and the Supplier for the sale of Goods and / or the provision of Services.

“Delivery” means delivery of the Goods and / or Services.

“Force Majeure” means, in relation to either party, any circumstances beyond the practicable control of that party (including, without limitation, any non-availability of materials).

“Goods” means all or any part of the products supplied or to be supplied by the Supplier.

“Loss” means all claims, liabilities, losses, expenses, costs and proceedings.

“Price” means the price of the Goods and / or Services as notified by the Supplier, or otherwise as agreed by the Supplier and Purchaser in writing, plus taxes and duties.

“Product” means any product in the production or supply of which Goods or Services have been used or incorporated.

“Quotation” includes any quotation, estimate or tender from the Supplier.

“Services” means any service provided or to be provided by the Supplier to or at the request of the Purchaser.

“Terms” means these conditions and any special terms and conditions agreed in writing by the Supplier and the Purchaser.

2 Suppliers Terms Apply

All orders are accepted and all Contracts are made by the Supplier subject to these Terms, which cannot be changed unless agreed in writing by an authorised employee of the Supplier.  The Supplier does not accept the Purchasers’ standard conditions of contract.  Headings are used for reference only.

3 Quotations and Acceptance

A Quotation does not constitute an offer by the Supplier to supply Goods and / or Services.  Acceptance of any Quotation by the Purchaser is an offer by the Purchaser to purchase the Goods and / or Services from the Supplier.

Where the Supplier has not expressly communicated acceptance of the Purchaser’s order, the Supplier may treat starting work by it on Goods or Services as acceptance of the order.

Quotations will remain open for three months from the date of quotation. Thereafter the offer is subject to confirmation and the right is reserved to amend or withdraw the quotation.

4 Time

Time shall not be of the essence with regard to Delivery by the Supplier, and any dates referred to are an estimate only.  The Supplier shall not be liable for any delay in Delivery however caused.

5 Delivery

If no time for delivery is specified the Purchaser shall be bound to accept the Goods when they are ready for delivery. The purchaser upon receipt should inspect all goods. Any shortages or damage should be notified in writing within 3 days of receipt and by telephone immediately. Deviation in the quantity of the Goods delivered under the Contract amounting to not more than 10% in quantity shall not entitle the Purchaser to reject the whole of the Goods delivered and the Purchaser shall have no right to claim damages for breach of Contract.

Where the Supplier is to perform Services on Items, the Purchaser will, at its own cost, deliver them to the Supplier as the Supplier requests.

If the Purchaser fails to accept Delivery when tendered or when requested by the Supplier to do so, or fails to give the Supplier adequate instructions or facilities to enable effective Delivery then, without prejudice to its other rights or remedies, the Supplier may: -

- store Goods or Items until actual Delivery, charging a reasonable amount for such storage, and invoice the Purchaser for the Goods and / or Services forthwith;

- sell Goods or Items at the best price readily obtainable and (after deducting reasonable storage and selling expenses) apply the proceeds to discharge any sums owing to or claimed by the Supplier, and then account to the Purchaser for any balance;

- where Services are or were to be provided, charge the Purchaser a reasonable amount for Loss, wasted time, materials and depreciation and for profits lost on any other actual or prospective project because of the Purchaser’s delay.

The Supplier reserves the right to deliver Goods and provide Services by instalments and, where it does so, each instalment shall be treated as a separate contract.  The Supplier can immediately invoice the Purchaser for a proportion of the Price of the Contract that corresponds to the value of the Goods and / or Services.  Delay or failure by the Supplier to Deliver any one or more of the instalments shall not entitle the Purchaser to terminate the Contract as a whole.

6 Specifications

The Supplier reserves the right without notice to make changes to meet any regulatory requirement. The Purchaser must ensure the accuracy of any order or specification sufficiently in advance to enable the Supplier to conveniently perform its obligations, the Purchaser must provide the Supplier in writing in an intelligible format with all information which may affect the fitness for their purpose or the effectiveness of Goods or Services, or the circumstances in which Services are to be performed.  The Supplier shall not be obliged to take into account any purposes for which Goods or Services are required except to the extent to which they are communicated in writing prior to the making of the Contract.

In any event, the Supplier shall have no liability for the performance or suitability of any Goods and / or Services to the extent that they accord with the Purchaser’s orders designs, drawings, standards or specifications.

Any variations to orders must be made in writing. Additional costs may be applied depending on the variations and the current progress of the order at that time.

7 Price

Prices quoted are strictly net.

Except in respect of a Quotation where the price is stated to be fixed for a specific period, the Supplier reserves the right, by giving notice to the Purchaser at any time before Delivery, to increase the Price of the Goods and / or Services by a reasonable amount to reflect any increase in the costs of production, carriage or work or of any materials used in providing Services or otherwise which is due to a factor beyond the control of the Supplier including, without limitation, any foreign exchange fluctuation or increase in the costs of labour, materials or costs of manufacture since the date of the Quotation or, if there is no Quotation, the date of the Contract.

Where at the request of the Purchaser the Supplier, in providing Services, deploys resources greater or more intensively than planned, the Supplier may levy a reasonable extra charge to reflect lost productivity, less efficient use of materials, equipment or labour and any expenses incurred as a result. Once confirmed, delivery date changes at the Purchasers request may incur additional cost the full value of which will be passed onto the Purchaser.

Where the Contract expressly or impliedly provides for the Supplier to use sub-contractors or to hire equipment and the cost is not stated to be a component of the Price, the Supplier has the right to charge these at cost plus a mark up which it considers reasonable.

All quotations are based on work being carried out during normal working hours unless expressly stated on the quotation.

8 Payment

The Purchaser shall pay the Supplier’s invoices to comply with the credit terms stated on the invoice. Proforma invoices are to be paid in full prior to work commencing and credit invoices prior to the due date stated on the invoice. At no times will credit terms be greater than 30 days nett. If the Purchaser fails to make any payment by the due date or is otherwise in breach of contract then, without prejudice to the Supplier’s other rights or remedies, the Supplier may: -

- terminate the Contract;

- suspend any further deliveries of Goods or Services to the Purchaser;

- charge the Purchaser interest (before and after any Judgment) on any amount unpaid at the rate of 5% above base rate per calendar month or part during which it remains outstanding;

and all amounts payable by the Purchaser shall become immediately due.

No payments may be withheld nor may any claims of the Purchaser be set off against any payment due to the Supplier.

The Supplier shall have a general and particular lien on all documents, money, equipment or other property provided or owned by the Purchaser which is in the possession of the Supplier or its agents.  The Supplier may, 14 days after notifying the Purchaser in writing of its intention to do so, sell such property as the Purchaser’s agent and apply the proceeds to pay the Purchaser’s debt to the Supplier.

9 Force Majeure

The Supplier shall not be under any liability of any kind for non-performance or defective performance in whole or in part of its obligations under the Contract caused by Force Majeure.

10 Warranty

Subject to the conditions set out below, the Supplier warrants that Goods will remain free from defects in material and workmanship for a period of 25 (twenty five) years, and that the Services will be provided using reasonable care and skill.

The above warranty is subject to the following conditions: -

- Goods, materials or Services sourced from a third party without significant amendment from the Supplier carry only the warranty given to the Supplier by their seller, which the Supplier will assign to the Purchaser if requested. This specifically applies to rubber based products.

- The Supplier shall have no liability for any defect arising from fair wear and tear, wilful damage or negligence (other than the Supplier’s), failure to follow relevant instructions (whether oral or in writing), misuse or any failure by any person other than the Supplier to adopt appropriate operation, storage or transportation methods.

The Purchaser shall not exercise any right it may have to reject Goods or Services nor claim compensation without first giving the Supplier a reasonable opportunity and all reasonable assistance to repair or remedy the defect or non-compliance complained of, or to replace the Goods or Services in question.

The Purchaser may rely on only representations or warranties made in writing by the Supplier and verbal statements shall be of no effect.

11 Limitation of Liability

The Supplier shall not be liable to the Purchaser for any indirect or consequential Loss (whether for loss of profit or otherwise), which arises out of or in connection with the supply of Goods and / or Services by the Supplier.

In any event, except in respect of death or personal injury culpably caused by the Supplier, the entire liability of the Supplier for Loss arising out of or in connection with the Contract shall not exceed the greater of: -

- the insurance cover effected by the Supplier and available to meet the claim; or

- the price (excluding taxes and duties) payable for that part of the Goods and / or Services in respect of which the claim is made.

If the Supplier in breach of contract fails to deliver Goods and / or Services, the Supplier’s liability shall not in any event exceed the excess (if any) over the Price (or relevant part of it) of the cost to the Purchaser (in the cheapest available market) of similar Goods and / or Services to replace those not delivered.

The Supplier shall not be liable for any claim in respect of Goods or Services alleged to be defective unless adequate details of the defects and the claim are given in writing.

12 Risk

Where the Purchaser provides Items for the Supplier to carry out Services they shall remain at all times at the risk of the Purchaser and the Purchaser shall insure appropriately with no recourse against the Supplier.

Risk in the Goods shall pass to the Purchaser on despatch to the Purchaser.

Until title passes to the Purchaser it shall indemnify the Supplier against all loss or damage to the Goods or depreciation in their value and shall keep them fully insured.

13 Title

Subject to clauses 11 and 18, title to Goods (and to any Items worked on by the Supplier such that they become materially different from when provided) remains with the Supplier until the Purchaser pays the Supplier the full price for those Goods and also any other sums owing to or claimed by the Supplier on any account.

Until title passes to the Purchaser: -

- the Purchaser shall not deal with or dispose of the Goods or Items other than for full value in its normal course of business.  Any permission to deal with the Goods or Items ceases immediately if the Purchaser becomes involved in any formal or informal insolvency procedures or any creditor enforces security against the Purchaser;

- the Supplier may at any time (regardless of any period of credit given to the Purchaser) enter onto the premises of the Purchaser or of its agents or customers to repossess all or part of the Goods;

- if any of the Goods are incorporated in or attached to anything else, the Supplier may at any time remove any Goods or Items belonging to it regardless of any practical difficulty, or damage caused to such products.

14 Purchaser’s breach of Contract

The Purchaser shall indemnify the Supplier against all Loss (including loss of profit) or expense however indirect or remote resulting from cancellation or other breach of the Contract by the Purchaser.

15 Invalid Terms

If any of these Terms or any part of any of these Terms is unenforceable or void at law, it shall not affect the remainder or otherwise affect the Contract and shall be replaced by a valid term as near as possible in effect to the original term.

16 Intellectual Property Rights, Confidentiality, Patents, etc.

All intellectual property rights and know-how in the Goods and Services or in any design, document, invention, technique or information made or compiled in connection with the Goods or the Services or the Contract shall belong to the Supplier, and the Purchaser will respect their confidentiality.

17 Testing

Unless the Purchaser specifies before the contract is made any required tests, the Supplier will not test beyond its standard quality procedures.

If the Purchaser does not enable performance of any test requested by the Supplier, the Supplier shall not be liable for any problem or loss which would be likely to have been revealed or warned of by the test.

18 Incompatible Terms

Any purported representations, warranties, terms and conditions, express or implied by statute or otherwise, which are not compatible with these Terms, are excluded to the fullest extent permitted by law.

19 Notices

Any notice to be given by either party to the other shall be in writing.  If posted by 1^st class prepaid post to the registered office or principal place of business it is deemed received on the third working day after posting.  If sent by fax (with the transmission slip showing successful transmission and a confirmatory copy going by post) it is deemed received on the working day after transmission.

20 No Waiver

No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver or any subsequent breach of the same or any other provision.

21 Dispute Resolution

All disputes under or arising out of these Terms or any Contracts shall be referred to a single arbitrator to be agreed upon by the parties or, in default of agreement at any time, to be nominated on the application of either party by the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.  The Arbitrator has power to award summary judgment.

22 Governing Law

The laws of England and Wales govern these Terms and all Contracts.