Effective date :           1st January 2013

1. Company means Veck Composite Fasteners Limited of 8 Wyvern Buildings, Grove Trading Estate, Dorchester, Dorset, DT1 1ST, United Kingdom. The Customer means the person, firm or company to be supplied with goods by the Company.

2. Quotations are given only upon receipt of detailed specifications and drawings. They are based on the current cost of production and the Company reserves the right to increase the price quoted to reflect any increase in the cost of materials which has occurred since the date of the quotation. Quotations apply in respect of lead time for seven days and in respect of price for three months only and if an order is not placed within seven days the Company reserves the right to re-quote in respect of lead time and if not placed within three months in respect also of price. Where detailed specifications and drawings are not available the Company may give a budgetary quotation so as to assist the Customer but the Company reserves the right to change the price or delivery estimate once detailed specifications and drawings become available and/or are agreed.

3. Orders. The placing of an order with the Company following a quotation will constitute an offer by the Customer based on the quotation and the Company’s acknowledgement or invoice shall complete the formation of the contract.

4. The Company’s Terms and Conditions as here set out will apply to the contract.

5. Sub-contracting. The Company shall be at liberty without prior authority from the Customer to instruct other companies, firms or individuals selected by the Company in the performance of any work under the contract and to obtain from suppliers any material or parts which are necessary for the performance of the contract provided that the Company exercises reasonable care in selecting such sub-contractor and/or supplier.

6. Accuracy of Drawings. Where drawings or tooling is supplied by the Customer it is the Customer’s responsibility to ensure that these are accurate. If there is any inaccuracy which leads to extra or wasted work the Company will be entitled to make an additional charge to cover the reasonable cost of rectification.

7. Ownership of special tools. Except as expressly agreed, all tools and similar items relating to bespoke or non-standard parts will become the property of the Company. Where the Customer meets the entire cost of special tooling (and this event is recorded between the Company and the Customer) then the Company will not use that tooling for any other purpose without the Customers express consent. The Customer will be required to meet any costs of maintaining such tooling and the Company will not guarantee to hold such items for a period exceeding two years following their last use.

8. Liability for originals. In cases where it is agreed that ownership of any item remains with the Customer the Company will not be liable for any loss or damage when caring for such items while in possession of the Company.

9. Protection from breach of Copyright etc. By entering into the contract the Customer warrants to the Company that in carrying out the order the Company will not be in breach of any patent or design right or of any copyright or of the intellectual property rights of any third party and the Customer agrees to indemnify the Company against all costs and liabilities arising out of any such breach.

10. Unsuitable Materials. The Company accepts no liability for using materials specified by the Customer but reserves the right where it considers these to be unsatisfactory and after consultation with the Customer to use alternative materials which will be charged at full cost.

11. Notification of Alleged Defects or Deficiencies. In the event that the Customer considers that any goods supplied by the Company are defective notice in writing must be given to the Company within twenty-one days of the date of despatch. If notice is not given within that time then the Company shall be under no duty to rectify any alleged defect.

11.1  the Company warrants that all goods supplied, to the best of its knowledge, conform fully to all relevant safety legislation at time of delivery and are free of any defects due to materials, design, or workmanship.

11.2  should the Company accept the validity of any claim, total liability shall be limited to replacement or value of such goods. The method of settlement of any claim is at the discretion of the Company. No third party claims will be entertained whatsoever.

11.3  Customers should satisfy themselves as to the suitability of the product being purchased for the use intended by the Customer.

11.4  the Company will use his best endeavours to supply final products to the same specification as proofs or samples, however no guarantee is expressed or implied.

11.5  the Company at all times reserves the right, not withstanding any other remedies available to it, to refuse to supply and/ or suspend further deliveries and/ or stop goods in transit or fulfil any other obligations of this contract without having to give a reason, whether or not the Customer fails to fulfil any of its obligations under this contract.

11.6  if the Customer considers that goods supplied are different, in type or quantity, than is set out in the Company’s invoice or delivery note then the Customer must give the Company notice in writing within 5 working days of the goods arriving at the delivery address stated on the Company’s delivery note. If notice is not given within that time then the Company shall be under no duty to rectify any alleged deficiency.

12. Rectification Guarantee. In the event that notice of an alleged defect or deficiency is given in accordance with condition 11 above the Company will immediately investigate the allegation and if it is found that the goods supplied are defective or deficient the Company will immediately take steps to rectify the alleged defect or deficiency at its own cost.

13. Delivery. Time for delivery is given as accurately as possible but is not guaranteed and the Customer shall have no right to damages or to cancel the order for failure from any cause to meet any delivery time stated except as may have been specifically provided for in the contract.

14. If the Customer refuses to take delivery of the completed goods supplied in accordance with the contract then:

14.1  the Company shall be entitled to immediate payment in full for the goods so supplied and the Company shall be entitled to store at the risk of the Customer any goods of which the Customer refuses to take delivery and the Customer shall in addition to the price pay all costs of such storage and any additional costs of carriage incurred as a result of such failure to take delivery.

14.2  the Company shall be entitled upon the expiration of twenty-eight days from the date upon which the price became payable to dispose of the goods in such manner as it may determine without being liable for loss.

15. Passing of Risk. Risk in the goods shall pass to the Customer as follows:-

15.1 where the goods are delivered by the Company’s own transport risk will pass upon delivery to the Customer.

15.2 where the goods are collected by the Customer or collected by a customer-nominated carrier (whether arranged by the Customer or the Company) risk shall pass on collection.

16. Minor Variations. The Company shall be entitled to make minor variations to the specification provided these are reasonable and do not in any way affect the suitability of the goods in meeting the Customer’s requirements.

17. Consequential Loss. The Company shall not be liable for any consequential loss or damage suffered by the Customer as a result of any variation or defect in the goods.

18. Terms of Payment:

18.1   except as otherwise referred to in the quotation all prices quoted are exclusive of VAT, packaging and transport costs which will be added where appropriate.

18.2  unless specifically agreed in advance full payment (as cleared funds) without any deduction or set off must be received by the Company before the goods are released and/or dispatched.

18.3  where a Customer pays the Company by direct bank transfer, credit, etc then in all instances the Customer is responsible for all bank charges, fees, commissions, etc such that the Company receives full payment of the invoice total for the goods supplied.

18.4  where the Company has agreed to grant the Customer credit terms, these shall be strictly on the basis that full payment shall be received within 30 days from the end of the month within which the goods were ordered or if later, invoiced (the date of the invoice).

18.5  the Company shall be entitled to charge interest at the rate of five per cent per month on any amounts outstanding from the date due for payment until the date upon which payment is received as a genuine pre-estimate of the burden to the Company of it not receiving payment on the due date.

18.6  where any invoice is overdue for payment then the Company reserves the right not to acknowledge any further orders from the Customer until such overdue invoices are paid in full.

19. Cancellation. If the Customer cancels an order at any time after formation of the contract then:-

19.1  any sums already due to the Company shall become payable at once.

19.2  where the Customer has already taken delivery of part of the order, then full proportionate payment for that part shall become payable at once.

19.3  if the Company has completed the manufacture of all of the goods as at the date on which the Company receives the cancellation notice from the Customer (ie fulfilled the contract but for the exception of packaging and dispatch) then the Company will have the right to dispatch the goods to the Customer and to receive full payment.

19.4   where all or any part of the order is still in the process of manufacture as at the date on which the Company receives the cancellation notice from the Customer then the Customer shall only be liable to pay the costs of the Company up to the date on which the cancellation notice was received including but not limited to : the cost of all work in progress, the full cost of any special tooling that the Company manufactured or purchased to fulfil the contract, materials bought in for the purpose of fulfilling the order, etc.

19.5  where the cancellation involves an order that is the subject of a number of phased or call off type deliveries and where the Customer received a quantity discount from the Company on its original order because of the total quantity of that order and where the Company has already delivered part or parts of the original order then the Company will become immediately entitled to payment from the Customer for the parts or parts of the original order that have already been delivered based upon the Company’s usual pricing at such lower (or non existent) quantity discount that would have applied had the Customer originally placed an order for the quantity of goods actually delivered but less any payment already received in respect of such goods.

20.  Orders with Future Phased Deliveries. Where the Customer and the Company agree a contract whereby an order is to be the subject of a number of future predetermined phased delivery dates or where the Customer can ‘call off’ deliveries at its discretion then the following will apply:

20.1  the Company will invoice the Customer for each delivery of goods when such goods are dispatched.

20.2  where fixed future phased delivery dates have been agreed then the Company will be entitled to invoice the Customer on those pre-agreed delivery dates even if the Customer asks for one or more deliveries to be delayed.

20.3  where the Customer does not ‘call off’ the entirety of the original order quantity within 12 months of the date of the original order then the Company shall be entitled to dispatch the remaining part of the initial order quantity on the date that is 12 months after the date of the original order.

21. Lien. The Company shall have a general lien on all goods in its possession belonging to the Customer to secure any money owing by the Customer to the Company.

22. Passing of Title.

22.1  title to the goods shall pass to the Customer only when they have been paid for in full.

22.2  the Company may recover goods in respect of which title has not passed to the Customer at any time after the Customer is in default in making payment under these Terms and Conditions.

22.3  the Customer hereby licences the Company through its officers, employees or agents to enter upon the premises of the Customer for the purpose of enforcing sub-condition 22.2 above.

23. Waiver by the Company of any of these conditions shall apply only to the particular circumstances in which waiver occurs and shall not be treated more extensively or as a general waiver of that or any other conditions.

24. Entire Agreement. These Terms and Conditions together with the quotation and any other written documents constituting the contract comprise the entire agreement and understanding between the Company and the Customer in respect of the goods to which they relate.

25. Sterling. Unless otherwise stated all prices are quoted and are payable in sterling as at the date of invoice.

26. Force Majeure. Neither party shall be liable for any default due to act of God war strike lock-out industrial action fire flood drought tempest or other such event beyond the reasonable control of the party seeking to avoid liability.

27. Governing Law and Jurisdiction.

27.1 The contract between the parties and these Terms and Conditions shall be governed by and construed in accordance with English law.

27.2 The Company and the Customer irrevocably submit for all purposes in connection with the contract and these Terms and Conditions to the non-exclusive jurisdiction of the Courts of England.

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