UK Based - UK Made CT Production - Terms and Conditions of Sale
1. GENERAL
CT Production Ltd shall be referred to in these Terms and Conditions as the Supplier and the proposed purchaser of goods or services shall be referred to as the Customer. All quotations are given and all orders accepted on these terms and shall override and exclude any other terms or conditions stipulated or referred to by the Customer. No deviation from these terms shall be applicable unless stipulated in writing by a Director of the Supplier. The Customer hereby acknowledges that there are no representations outside these terms which have induced him to enter into the contract and that these terms shall constitute the entire understanding between the parties for the sales of the goods or services.
2. QUOTATIONS
All quotations and purchase orders arising therefrom are subject to the conditions specified in the Supplier’s Quotation Terms and Conditions. Quotations are valid for thirty days, however, material cost and availability cannot be guaranteed.
3. THE PRICE
All prices are quoted ex works and all carriage cost shall be charged in addition to the price unless expressly agreed in writing by the Supplier. All prices are quoted net of any sales tax or any other tax or similar levy resulting from this order, its payment or implementation.
4. CANCELLATION
The Customer may not cancel or vary the contract or any part thereof without the consent of the Supplier, which if given shall be deemed to be on the express condition that the Customer shall indemnify the Supplier against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing.
5. PAYMENT
The total value of any invoice, shall be payable as per the terms stated on your quotation. If no such terms are stated then terms are to be agreed before any work shall commence. If the Customer is in default with any payment, or is in any way in breach of the Suppliers Terms and Conditions under this or any other contract with the Supplier, the Supplier shall become entitled to withhold all further deliveries, and at the Suppliers discretion to cancel the contract in respect of the whole or any part of the goods remaining undelivered and charge for all outstanding costs incurred on the said contract. The Supplier reserves the right to charge interest at 8.5% for any outstanding payment amount and period.
6. DELIVERY DATES
Delivery dates are estimates only, and the time of delivery shall not be of the essence of the contract. Every endeavour will be made to meet the delivery dates, which are given in good faith. The Supplier cannot however accept responsibility for failure to do this. Should the Supplier be prevented from or hindered in delivering the goods or any parts thereof by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any cause beyond the Suppliers control, the time for delivery shall be extended until the cause preventing or hindering delivery has ceased.
7. PASSING OF RISK AND PROPERTY
Risk for loss or damage to goods shall pass to the Customer at time of delivery. Notwithstanding delivery, the property in the goods shall not pass to the Customer until the whole price has been paid. Payment shall be applied to invoices in the order in which they were issued. The Supplier reserves the right to waive the provisions of this retention term at any time before payment of all moneys owing have been made and declare that property in any or all the goods supplied has passed. Until payment the Customer shall hold the goods as bailee for the supplier and the following provisions of this clause shall apply. The Customer may not: (1) sell or otherwise dispose of the goods or part thereof or (2) cause or permit the same to be mixed with or incorporated into other goods until the invoice has been paid in full. Should the Customer dispose of the goods in breach of sub-clause (1) of this clause, the Suppliers beneficial entitlement shall attach to the proceeds of sale. Should the Customer dispose of the goods in breach of sub-clause (2) of this clause, the Suppliers beneficial entitlement shall attach to a just proportion of the proceeds of sale. If the Customer defaults in the punctual payment of any sum owing then the Supplier shall be entitled to the immediate return of all goods sold by the Supplier to the Customer in which the property has not passed, and the customer hereby authorises the Supplier to recover the goods and to enter any premises of the Customer for that purpose. Demand for or recovery of the goods by the Supplier shall not of itself discharge either the Customers liability to pay the whole of the price and take delivery of the goods or the Suppliers right to sue for the whole of the price.
8. INSPECTION OF GOODS
The Customer shall inspect the goods immediately on delivery thereof and shall within fourteen days from such delivery give notice in writing to the Supplier of any matter or thing by reason whereof the Customer may allege that the goods are not in accordance with the contract (or are defective in material or workmanship). If the customer shall fail to give such notice the goods shall be conclusively presumed to be in all respects in accordance with the contract (and free from any defect which would be apparent on reasonable examination of the goods) and the Customer shall be deemed to have accepted the goods accordingly. In the event that the Customer establishes to the Suppliers satisfaction that the goods are not in accordance with the contract (or are defective in materials or workmanship), the Customers sole remedy (after payment of the whole of the invoiced price) in respect of such nonaccordance (or defect) shall be limited as the Supplier may elect to the exchange or repair of the goods or refund of the purchase price against return of the goods.
9. DIVISIBILITY CLAUSE
All contracts are deemed as divisible. Each delivery made shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.
10. CONSEQUENTIAL LOSS
As the Supplier supplies components which will be incorporated into original equipment when the Supplier has no knowledge or control over specification or application or use of such equipment, the Supplier cannot accept any liability whatsoever for any loss or damage arising out of any malfunctioning of or defect in or failure of the goods or any part thereof or otherwise whether consequential or direct and whether suffered by or occasioned to the Customer, the employees or agents of the Customer, or third parties.
11. INDEMNITY
The Customer shall indemnify the Supplier in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expense in connection therewith arising from the condition or use of the goods in the event that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer or his servants, invitees or agents or by any breach by the customer of its obligations to the Supplier hereunder.
12. SELLERS LIEN
In addition to any right of lien to which it may be in law entitled, the Supplier shall be entitled to a general lien on all goods and property of the Customer in the Suppliers possession (although such goods or some of them may have been paid for) all sums whether liquidated or quantified or not, due from the Customer to the Supplier. The Supplier shall not be liable for loss or damage to the Customers property in the Suppliers possession either as a result of the exercise by the Supplier of its lien or otherwise and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property as it thinks fit and apply any proceeds towards such debt.
13. PATENTS, TRADEMARKS ETC.
Where the goods have been manufactured or constructed according to designs or configurations or by processes specified or supplied by the Customer, the Customer represents and warrants to the Supplier that the goods are so designed or configured and the processes so used as to not infringe the rights of any person,whether in respect of any patent, trade mark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict sale or use of the goods or the use of such processes in any part of the world. The Customer shall indemnify the Supplier against all actions, suits, claims, demands, losses, charges, costs and expenses which the Supplier may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the representations and warranties contained in this clause.
14. PROPER LAW
The contract shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England. Clause Headings are for information only and shall not affect interpretation or construction thereof.
15. ASSIGNMENT
The Customer shall not assign any benefit under the contract without the consent in writing of the Supplier.
16. NOTICES
Any notice given under or pursuant to the contract may be sent by hand, post, registered post or by recorded delivery resulting in the receipt of a written communication in permanent form and if so sent to the address of the Supplier shall be deemed validly and effectively given on the day when in the ordinary course of the means of delivery it would be received by the Supplier.
Terms and Conditions of Quotation
To enable CT Production Ltd (the Supplier) to offer you (the Customer) the most competitive prices, all quotations are, unless otherwise stated in writing by a Director of the Supplier, subject to the following Terms and Conditions of Quotation. Any orders placed against such quotations are, in addition, subject to the Supplier Terms and Conditions of Sale. For a copy of our Terms and Conditions of Sale or if any item appears unclear, please contact us.
CREDIT
Credit terms are given at the Supplier’s discretion upto an agreed limit and can only be accepted subject to satisfactory credit references and may be withdrawn at any time.
TOOLING
Tooling costs, including printed circuit artworks, assembly or test tooling, are contributions to the overall cost and these items remain the property of the Supplier unless otherwise stated. It is recommended, where practicable, that the Customer provides to the Supplier a fully specified means to test and diagnose product function prior to delivery, however, the Customer will be responsible for ensuring that any test parameters fall within reasonable functional characteristics of the design and components. Tooling and test equipment supplied by the Customer remains the Customer’s property and responsibility, including function, calibration, repairs or training needed by the Supplier. The process must be safe, documented, reliable and meet the specification such that false-failure reporting of product does not occur.
DESIGN
The Customer or an authorised representative shall be the design authority and accept full responsibility for the correct functioning of the product and accuracy of any information supplied or approved for the purpose of carrying out its orders and instructions. Products, in particular printed circuit boards must be suitably designed and manufactured for the required processes, with correct pad sizes, hole sizes, component pitches, finish, panelisation etc. Fiducial marks on PCB artworks are essential for accurate SMT device positioning. It is the Customer’s responsibility to ensure that industry standard design rules are applied. If in doubt, we can advise.
DOCUMENTATION
The order must refer to appropriate issue-controlled documentation using product names, part numbers, revision numbers, quantity, price and delivery. Controlled documentation must be supplied by the Customer which clearly identifies any special requirements, e.g. safety critical items etc. Manufacturing documentation is preferred in electronic format for use by machines, including a test specification where appropriate, plus sufficient information to generate any tooling required. Changes to product or documentation since quotation or earlier build must be formally advised and the Supplier will not accept responsibility for errors arising from the Customer’s failure to do so.
CUSTOMER MATERIALS
Customer issued materials must be of appropriate quality to achieve high yield manufacturing and supplied in a suitable manner for machine use. e.g. integrated circuits in tubes or reels, small components on tape or bandolier etc. The Customer must ensure that components are supplied as already checked, counted and individually identified with quantity and part number, together with a delivery note and/or detailed kit list. The Customer is responsible for ensuring that free-issued materials are insured for loss or damage from the point of leaving the Customer’s premises until the point of delivery of the completed product. Having not purchased the components and not being aware of the cost, the Supplier accepts no liabilty in this matter. Whilst every care will be taken with Customer materials, it should be understood that during manufacturing processes attrition can occur, for which the Customer must make allowance as the quotation does not include a risk factor for such eventualities. Industry accepted levels are generally 2% for SM resistors etc, 1% for conventional resistors etc, 0.5% for ICs etc, larger items 0.2%. High value items requiring special care and control should be identified in advance.
DELAYS AND INCURRED COSTS
Extra work or lost production time caused by matters which are the Customer’s responsibility and not included in the quotation will be chargeable at the appropriate hourly rate. (e.g. late, unsuitable or faulty components, delays, design faults, poor design or specification, changes etc). Where possible the Customer will be advised of costs in advance. Cancellations or delays for matters which prevent the order from being completed on the agreed date and are the Customer’s responsibility will result in the Customer being invoiced by the Supplier on the due delivery date, in full, or for materials purchased, labour expended and loss of profit. Where appropriate a new delivery date will be agreed and any additional set-up and storage costs will be chargeable. Cancelled scheduled orders may result in costs as above and recosting of any product supplied to date as a smaller overall order.
RETURNS AND REPAIRS
Items which the Customer wishes to return for rectification due to suspected faulty workmanship or materials etc must be advised and agreed first. Repairs prior to return should not be attempted by the Customer as this will invalidate the warranty and result in a charge for rework. All returns will first be subject to inspection and analysis as to how any fault occurred. A decision will be made as to whether work is chargeable or free of charge and advised in advance where possible. Note that repairs for test failures on products not tested or testable by the Supplier will be chargeable at the Supplier’s discretion.
