Terms & Conditions for the Sale of Goods
1. Definitions
1.1 Buyer
The Person who buys or agrees to buy the goods from the Seller
1.2 Conditions
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 Goods
The articles which the Buyer agrees to buy from the Seller.
1.4 Price
The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
1.5 Seller
Means Nichol McKay Ltd of Prestwick Airport, Ayrshire, Scotland KA9 2SB
2. Conditions
2.1 These Conditions are referenced on Nichol McKay Quotations and Order Confirmations which follow purchase order receipt and shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
2.6 In specific cases, the seller may agree specific terms detailed under a formal supply agreement which has been mutually agreed and signed by a director or an authorised signatory of both the seller and the buyer. In these cases, the supply agreement terms will supersede the terms of supply included within this document.
3. Price
The Price shall be the price quoted on the Seller’s quotation or confirmation of order. The Price is exclusive of UK VAT which shall be due at the rate in force on the date of the Seller’s invoice.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due within [30] days of the date of the Seller’s invoice unless expressly agreed in writing by a director of the seller.
4.2 At the discretion of the seller, Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5. Goods
The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order or quotation.
6. Warranties
The Seller warrants that the Goods will at the time of delivery correspond to the description and specification given by the Seller in the quotation or confirmation of order. [Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded].
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
7.5 Such storage of goods will be in line with section 11 of these terms.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods [48 hours] after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within [48 hours] of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as Bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10. Carriage of Goods
Carriage will be chargeable on all sales unless a delivered price is stated on the quotation. This will be at an appropriate rate applicable at the time of despatch.
11. Customer Owned Inventory
The seller may, from time to time, at the Customers request, house materials or inventory owned by the Customer (“Customer Materials”) at its facility (“Seller’s Facility”) in order for Seller to perform services for the Customer. In such cases the following terms and conditions will apply:
11.1 Customer agrees to pay storage and other fees associated with Seller’s storage, inventorying and warehousing of the Customer Materials (“Customer Materials Warehouse Storage Fees”) as agreed to by the parties in a separate writing.
11.2 Upon Seller’s receipt of Customer Materials, the Customer agrees that it shall bear all and insure against all risk of loss at all times while such Customer Materials are located at the Seller Facility or while such Customer Materials are under the direction and control of Seller. Unless caused by the gross negligence or wilful misconduct of Seller, in no event shall Seller be liable for any loss or damage to the Customer Materials.
11.3 This condition shall remain in effect until such time as Seller is no longer in possession or control of any Customer Materials
11.4 In the case of goods stored outside, it is the customers responsibility to ensure the goods are suitably protected from the elements. The seller accepts no liability for degredation due to weathering, or corrosion as a result of outside storage.
12. Drawing Revision Control for Contract Manufacture
12.1 It is essential that the revision level for the component / assembly being sought is expressed on the Buyers Enquiry / Purchase Order or by a suitably detailed supporting document that accompanies the buyers Enquiry / PO.
12.2 If the component or assembly being requested has lower level sub-assemblies, the revision level of all sub-assemblies must also be detailed.
12.3 The Seller undertakes to check that the revision levels specified, match those held on file at the Seller and if a deviation is found, the job will be put on hold and up to date drawings will be requested from the buyer.
12.4 All revised drawings must feature a “Revision History” and detail the nature of the change in either the revision history or via mark-up clouds on the drawing. The Seller will implement all changes detailed using this method. It is impractical for the Seller to check and compare every dimension on the buyers drawing package with the previous revision. The seller relies on the information provided by the buyer to ensurethe nature of the change is communicated clearly and unambiguously.
12.5 No liability can be accepted by the seller for any error or omission that is attributable to changes that are not clearly communicated using the above method.
12.6 All lead time commitments given are from receipt of PO and all required drawings / technical info.
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