ADVATECH TERMS AND CONDITIONS
DEFINITIONS
1. In these Conditions the following terms shall have the following meanings:-
“Company” means Advatech Limited;
“Customer” means the customer of the Company;
“Customer’s Goods” means the customer’s goods accepted by the Company for electroplating;
“Contract” means any contract for provision of the Services by the Company to the Customer;
“Services” means the electroplating services forming the subject of a Contract between the Company and the Customer;
“Price” means the Price as detailed in the Company’s quotation.
EXISTENCE OF CONTRACT
2.1 No contract shall come into existence until the company’s acceptance of the Customers Goods for electroplating.
2.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
2.3 No variation or amendments of these conditions shall be valid unless committed to writing and signed by or on behalf of both the Company and the Customer.
QUOTATIONS
3.1 Quotations by the Company unless otherwise stated in them shall be open for acceptance within ninety days of the date of the quotation. Verbal quotations are for guidance only and are not binding upon the Company.
PRICES
4.1 The Price for the Services excludes delivery or collection of the Customer’s Goods before or after the Services have been carried out, and excludes VAT and other taxes or duties.
4.2 The Company shall have the right to adjust it’s prices for any increase in the price of materials, labour, transport, insurance, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.
4.3 The Company shall have the right to increase the cost of the Services:-
4.3.1 If the Customer’s Goods require cleaning before the Company can carry out the Services.
4.3.2 If the order for the Services is for a quantity less than contained in the Company’s quotation.
4.3.3 Where delivery or collection is required either in instalments smaller than those specified in the quotation or to premises other than the Customer’s premises.
4.4 Price changes shall take effect on the date of service on the Customer of notice of the change. Provided that if within 7 days after receipt of such notice, the Customer gives notice in writing to cancel the balance of the Contract, the Company shall be entitled to charge for Services completed by the Company by the time of receipt of the notice from the Customer at the price prevailing immediately prior to the date when the notice of increase was given.
PAYMENT
5.1 Payment is net and shall be due together with any costs of testing in accordance with condition 8 below 30 days from the date of despatch of the Customer’s Goods or notification that the Customer’s Goods are ready for collection;
5.2 Without prejudice to any other rights of the Company, if the Customer fails to pay the invoice price by the due date, the Customer shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 5% over the base rate from time to time quoted by HSBC and shall reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
LIEN
6. For so long as any account remains unpaid the Company shall have an absolute right of lien upon any of the Customers Goods that may be in the Company’s possession or under its control and such lien may be enforced whenever and to the extent that any payment is one month overdue without previous notice.
RISK, DELIVERY AND PERFORMANCE
7.1 The Customer’s Goods are deemed to be delivered to the Customer after completion of the Services when delivered by the Company to the Customer’s premises or other delivery point agreed by the Company.
7.2 Risk in the Customer’s Goods passes when they are delivered in accordance with clause 7.1.
7.3 The Company may at it’s discretion deliver the Customer’s Goods by instalments in any sequence.
7.4 Where the Customer’s Goods are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Customer’s Goods previously delivered or undelivered Customer’s Goods.
7.5 Any dates quoted by the Company for the delivery of the Customer’s Goods, after completion of the Services, are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
7.6 If the Customer fails:-
7.6.1 To take delivery of the Customer’s Goods or any part of them on the due date; and
7.6.2 To provide any instructions or documents required to enable the Customer’s Goods to be delivered on the due date;
7.6.3 The Company may on giving written notice to the Customer store or arrange for the storage of the Customer’s Goods and on the service of the notice:-
7.6.4 Risk in the Customer’s Goods shall pass to the Customer;
7.6.5 Delivery of the Customer’s Goods shall be deemed to have taken place; and
7.6.6 The Customer shall pay to the Company all costs and expenses including storage, redelivery and insurance charges arising from it’s failure.
7.7 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
INSPECTION
8. The Company carefully inspects the Services prior to delivery of the Customer’s Goods. If the Customer requires destructive tests such as hardness and adhesion to be carried out, the Customer must specify which tests the Customer requires the Company to carry out. The Customer must provide the necessary test pieces at the Customer’s own expense. The Customer must pay all testing costs in addition to the Price.
MATCHING
9. Where a finish is specified in the contract by reference to a sample or description the Customer shall accept as complying with the Contract all parts which are a commercial match with the sample or correspond with the description, as the case may be, and a commercial match with each other in accordance with the standard generally recognised in the trade. The Company shall be under no liability for any failure to provide a commercial match if failure is due wholly or partly to differences in the materials from which the Customer’s Goods are made or to any process or treatment to which the same have previously been submitted.
CLAIMS NOTIFICATION
10.1 Any claim for non-delivery of the Customer’s Goods or any claim that any of the Customer’s Goods have been delivered damaged must be notified in writing by the Customer to the Company within five days of the Company’s invoice.
10.2 Any alleged defects in the Services must be notified by the Customer to the Company within five days of the delivery of the Customer’s Goods or in the case of a defect which is not reasonably apparent on inspection within seven days of the defect coming to the Customer’s attention.
10.3 Any claim under this condition must be in writing, must be made within three months of the delivery of the Customer’s Goods and must contain full details of the claim.
10.4 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company, promptly return the subject matter of any claim and any packing materials securely packed and carriage paid to the Company for examination.
10.5 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedure in these conditions.
EXTENT OF LIABILITY
11.1 Subject to condition 10.1 above, if the Customer proves that any of the Customer’s Goods have been delivered damaged, the Company will at its option allow the customer credit for their invoice value or the Company will strip and replate the Customer’s Goods the subject of the claim free of charge.
11.2 Subject to condition 10.2 above, if the Customer proves that the Services have not been carried out correctly, the Company will strip and replate the Customer’s Goods subject of the claim free of charge.
11.3 In no circumstances whatsoever shall the Company’s liability to the Customer (on whatever ground except as referred to in condition 11.5 below) arising under, out of or connection with the Contract or the Services exceed the invoice price of the Services in regard to which the claim is made.
11.4 Save as expressly provided in these conditions all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
11.5 Except in respect of death or personal injury caused by the Company’s negligence and/or breach of statutory duty or in respect of fraudulent misrepresentation, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty of common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or the purported performance of the Contract except as expressly provided in these conditions.
ARBITRATION
12. If at any time any question, dispute or difference whatsoever shall arise between the Company and the Customer upon, in relation to or in connection with the Contract, either party may give notice in writing of the existence of such question dispute or difference and the same shall be referred for arbitration by a person to be mutually agreed upon.
GENERAL
13.1 The Company may subcontract the performance of the Contract in whole or in part.
13.2 The Company may at it’s discretion suspend or terminate the supply of the Goods and Services if the Customer fails to make any payment when due or otherwise defaults in any of it’s obligations under the Contract or any other contract with the Company or becomes insolvent, has an administrative receiver appointed of it’s business or is compulsorily or voluntarily wound up or ceases or threatens to cease trading or if the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
FORCE MAJEURE
14. The Company shall not be liable for any failure in the performance of any of the Company’s obligations under the Contract caused by factors outside the Company’s control.
LAW AND JURISDICTION
15. These conditions shall be governed by English law and the Company and the Customer consent to the exclusive jurisdiction of the English courts in all matters regarding these conditions.
THIRD PARTIES
16. None of these conditions may be enforced by any person who is not a party to the Contract.
SEVERANCE OF UNENFORCEABLE PROVISIONS
17. The invalidity or unenforceability of any of these conditions will not affect the validity or enforceability of any other conditions and any invalid or unenforceable condition will be severable.