Terms & Conditions

1.1 “the Company” means Semefab Limited.

1.2 “the buyer” is the person referred to as buyer on the front sheet.

1.3 “Goods” are those referred to on the front sheet.

Unless otherwise expressly agreed in writing by a Director of the Company all goods are sold upon the following terms and conditions and no agent or representative of the Company has any authority to vary or omit these terms and conditions. Any terms and conditions printed on the buyer’s order forms are binding only insofar as they are not at variance with these terms and conditions and they have been specifically agreed to in writing by a Director of the Company.

2.1  Quotations issued by the Company whether verbally or in writing do not constitute offers and are subject to the Company’s written confirmation on receipt of the buyer’s order and no contract shall be concluded until such written confirmation is given.

2.2  All prices quoted or listed by the Company are based on the prices of the Company’s suppliers or the Company’s estimated costs at the time of quotation or listing and are subject to adjustment prior to despatch to cover any increase in such prices or costs or in taxation or duty which might take place prior to delivery and such prices are exclusive of packing carriage insurance and VAT.

2.3  Where goods are to be imported the Company reserves the right to vary the price quoted to reflect the rate of exchange for purchase of the relevant currency in pounds sterling.

3.1  The Company will use all reasonable endeavours to deliver at the time stated by. Delivery dates shall be regarded as estimates only. The Company shall not be liable for any delay occasioned by any cause whatsoever beyond the Company’s control.

3.2  Goods shall be deemed to be delivered when they leave the premises of the Company or as the case may be the premises of the Company’s suppliers in circumstances where the goods are delivered direct from such suppliers.

3.3  In the case of delivery of goods by instalments the buyer will not be entitled to treat the delivery of faulty goods in any one instalment or the late delivery or non-delivery of any one instalment as a repudiation of the whole contract.

3.4  If the buyer fails to give delivery instructions within 14 days of it being notified the goods are ready for delivery the Company shall (without prejudice to any other rights or remedies available to it) be entitled (but not bound) to store the goods at any avail able place at the buyer’s expense (the Company may insure the goods in storage at the buyer’s cost if the buyer so requests in writing).

3.5  Unless otherwise stated goods will be consigned by goods train or road transport to the address in the United Kingdom specified by the buyer in writing.

3.6  The costs of carriage and packaging (including cases and materials) will be charged to the buyer on the invoice for the goods at the time of dispatch (the Company may insure the goods in transit at the buyer’s cost if the buyer so requests in writing). Packing cases and materials are non-returnable unless otherwise stated.

4.1  The risk in the goods passes to the buyer upon delivery but property in the goods remains vested in the Company and shall only pass from the Company to the buyer upon full payment being made by the buyer of all sums due on whatsoever account or grounds to the Company from the buyer. In the event of the goods being sold by the buyer in such manner as to pass to a third party a valid title to the goods, whilst any such sums are due as aforesaid the buyer shall be the trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the buyer shall place such proceeds in a separate bank account. The Company’s rights under this sub-clause 4.1 shall attach to the proceeds of such sale. Nothing herein shall constitute the buyer the agent of the Company for the purpose of any such sub-sale.

4.2  The buyer agrees that prior to full payment being made as aforesaid the Company may at any time repossess the goods and enter upon the buyers premises and remove the goods therefrom (and dispose of the same in any manner it may decide) and that prior to such payment the buyer shall keep such goods as fiduciary agent and bailee and separate and identifiable for this purpose.

4.3  In the event of the goods becoming constituents of or being converted into other products whilst sums are due as provided in sub-clause 4.1 hereof the Company shall have the ownership of and title to such other products (but not by way of a charge) as if they were goods and accordingly this Clause 4 shall so far as appropriate apply to such other products subject to the buyer’s rights to the surplus of any moneys realised by the said products in excess of those due to the Company as provided herein.

4.4  Any implied authority that the buyer shall be entitled to sell the goods and pass property in the same to third parties in the normal course of its business or manufacture products out of the same or sell such products will continue until otherwise notified to the buyer by the Company or until the happening of any of the following events.

4.4.1  Any notice to the buyer that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets:

4.4.2  Any notice to the buyer that a petition to wind up the buyer is to be or has been presented to the buyer under Section 124 of the Insolvency Act 1985 or otherwise or any notice to the buyer of a proposal to pass a Resolution to wind up the buyer (including any proposal by the buyer so to do):

4.4.3  A decision by the buyer to make a voluntary arrangement or composition with its creditors or any not ice to the buyer and/or any of its creditors that a proposal for the same is to be or has been made:

4.4.4  The buyer becoming unable to pay its debts as such expression is defined by the Insolvency Act 1986:

4.4.5  Any notice to the buyer that it is to be the subject of a petition for an Administration Order presented to the Courts or the making of an Administration Order in respect of the buyer: and upon the happening of any such events the buyer shall immediately notify a Director or other authorised officer of the Company.

4.5 On receipt of written notice from the Company or on the happening of any of the events set out in sub-clause 4.4 above the buyer’s implied authority to sell the Company’s goods shall be immediately withdrawn and all such goods and products made therefrom shall immediately be delivered to the Company.

The Company must be informed in writing within three days of delivery of goods in the event of any shortage or damage and within ten days of receipt of invoice or notification of despatch whichever is the earlier in the event of total non-delivery of goods within the United Kingdom (and within 14 days of receipt of invoice or notification of despatch whichever is the earlier in the event of total non-delivery of goods outside the United Kingdom) otherwise the goods shall be deemed to have been accepted by the buyer as being in good order and in conformity with the contract.

6.1  No order for goods may be cancelled nor may goods be returned without the Company’s prior consent in writing and if such consent is given the goods must be returned at the buyer’s expense in the original condition and the original packaging and:

6.1.1  If the buyer cancels any contract in respect of manufactured goods or returns manufactured goods after the Company has issued its confirmation of order the buyer shall compensate the Company for all costs charges and expenses incurred by the Company including loss of profit by reason of such return or cancellation; or

6.1.2  If the buyer cancels any contract in respect of other goods or returns any other goods after the Company has issued its confirmation of order the buyer will be charged a handling charge of 30% of invoice value plus VAT at the current rate.

6.2 In the event of cancellation or return by the buyer of part only of an order the Company shall be entitled to re-calculate the price for the retained or uncancelled part of the order as if it constituted the whole order and to re-invoice the buyer accordingly.

7.1  Unless otherwise stated payment is strictly net cash to be made within 30 days after the date of the invoice. Failure to make due payment in respect of deliveries or instalments under this or any other contract between the buyer and the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option.

7.2  If payment is not made in full by the due date the Company reserves the right to charge interest to the buyer at the rate of 3% per annum above the base rate from time to time of Barclays Bank plc on the unpaid balance (such interest to accrue on a day to day basis from the due date stated in the invoice (as well after as before any judgement).

7.3  Payment shall be due whether or not property in the goods has passed by virtue of Clause 4 above and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property in the goods has not passed.

8.1  The buyer shall inspect the goods upon delivery. The Company will make good at its option by repair or replacement any defects in the goods due solely to defective workmanship or materials which are notified to the Company and in the case of any defect discoverable upon reasonable examination such notification must be made within 14 days from the date of delivery and in the case of any defect not discoverable upon reasonable examination such notification must be made within a reasonable period of the date such defect is actually discovered provided that:-

8.1.1  The aforesaid obligations on the Company shall not extend to defects caused by wilful damage negligence (other than by employees or agents of the Company) incorrect storage or application movement installation or defects caused by fair wear and tear; and

8.1.2  If required by the Company and at the buyer’s cost the goods are returned within fourteen days of notification of the defect packaged and transported in accordance with the Company’s requirements; and

8.1.3  The aforesaid obligations on the Company shall in any event only apply for a period of three months from the date of delivery.

8.2  Save as herein set out and for liability for death or personal injury resulting from negligence on the part of the Company and save for breach of the sellers statutorily implied undertakings as to title all express or implied conditions representations or warranties as to description, quality or fitness of the goods or otherwise are expressly excluded.

8.3  Save for liability for death or personal injury resulting from negligence of the Company the Company shall not be liable under any one claim or under the total of all claims arising from any one act or default of the Company howsoever such claim or claims arise (be it by negligence or otherwise) for any loss over the figure £500,000 or such greater figure as is from time to time the limit of liability laid down by the Company’s insurers in respect of such claims PROVIDED THAT the Company shall not be liable for any consequential or indirect loss or loss of profits or of contract whatsoever (whether arising by the Company’s negligence or otherwise).

The buyer shall indemnify the Company fully against all liabilities costs and expenses which the Company may incur in respect of supply or manufacture of any goods in accordance with the buyer’s specifications involving infringement of any patent or other intellectual property right.

The Company shall be excused from liability to the buyer if performance of the contract is prevented or hindered (in particular if an agreed delivery date is delayed) by any cause whatsoever beyond the Company’s control and in particular but without prejudice to the generality of the foregoing by

Act of God, war, riot, civil commotion, Government controls restrictions or prohibitions or any other Government act or omission whether local or national, fire, flood, subsidence, sabotage, accident, strike or lock out and shall not be liable for any loss or damage resulting therefrom suffered by the buyer.

The buyer undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its employees agents licensees and customers with any instructions given by the Company or the manufacturer for the purpose of ensuring that the goods will be safe and without risk to health when properly used and will take any other steps or precautions as having regard to the nature of the goods are necessary to preserve the health and safety of persons handling using or disposing of them.

The buyer acknowledges that the goods or technical data relating thereto are or may be subject to export control restrictions applicable to the Company and/or the buyer under U.K. or foreign laws or regulations. The buyer will not do or omit to do anything that would place the Company in breach of the said laws or regulations. The buyer shall obtain all necessary governmental authorisations and consents for the export or re-export of the goods or technical data.

Any agreement to which these terms and conditions apply shall be governed and constructed in accordance with laws of Scotland and any dispute arising out of or in connection with such agreement shall be determined by the Scottish Courts.

14.1  In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.

14.2  Failure or neglect by the Company to enforce at any time of the provisions hereof shall not be constructed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.

In these conditions the following expressions have the following meanings: 
“the Order” – the purchase order of which particulars are set out overleaf; 
“the Buyer” – SEMEFAB LIMITED; 
“the Seller” – the person, firm or company to whom the order is addressed; 
“the Goods” – the articles described in the order;
“the Specification” – any technical descriptions, drawings, samples or other matter relating to the Goods and contained or referred to in or sent with the Order.

In the absence of written agreement to the contrary, the written acceptance of the Order, the commencement of any work relating to the Order in whole or in part or any other conduct consistent with the acceptance of the Order by the Seller shall constitute acceptance by the Seller of the Order and of the conditions herein contained; such acceptance by the Seller constitutes an agreement between the parties (“this Agreement” subject as herein provided.

The Buyer shall not be bound by any order, order amendment or instructions to proceed with orders unless and until authorised or confirmed on a Buyers printed order or amendment form which has been duly signed by an officer of the Buyer; any conditions contained in the Seller’s confirmation of order forms and any other like documents furnished by the Seller shall be binding only so far as they are not at variance with these conditions.

Prices shown on the Order are unalterable unless otherwise specified therein, and no invoices will be accepted, or payments made, in excess of such prices without the issue of the Buyers printed amendment form (“official amendment”). All prices stated in the Order are inclusive of packing and carriage but exclusive of V.A.T. or other similar taxes.

(i) The Seller shall deliver the Goods carriage paid to the place of delivery on the due date and in accordance with the conditions specified in the Order. The Seller shall immediately inform the Buyer if it cannot deliver the Goods in accordance with the specified delivery schedule. In such an event, or in the event that the Goods are not delivered in accordance with the specified delivery schedule the Buyer may (without prejudice to any other right of action it may have) require expedited delivery by other than the designated routing, if any, and the Seller shall be responsible for paying the additional transportation costs.
(ii) Any articles or things delivered to the buyer which are not covered by an order which has been issued or confirmed and duly signed as referred to in Clause (3) above or any variation thereof approved in writing as aforementioned may at the Buyers discretion be returned to the Seller at Sellers cost and risk or stored at the Sellers risk and expense.
(iii) A delivery note quoting the relevance Order number and description of the Goods must be sent with all goods and a duplicate thereof must be posted to the Buyer at the time of dispatch.
(iv) All packaging and shipping shall comply with good commercial practice and applicable carriers tariffs and all packaging shall consist of suitable containers for optimum protection of the Goods and for handling and storage and shall be clearly marked to show the nature and quality of the contents.
(v) No additional charges shall be made for the packaging, which expression in these conditions (without prejudice to its generality) include all pallets, containers, cans, bags, bands, wrappers, ties, packing and the like.
(vi) Where goods are supplied by weight all packaging will be deducted from the gross weight; only the net weight of Goods supplied will be paid for.
(vii) Shipping will be via a carrier nominated by the Buyer where the Buyer shall reasonably so require.

(i) Unless otherwise stated on the Order and provided the Seller has fulfilled its obligation hereunder, payment will be made against the invoice at the end of the month following the month of delivery or invoice date whichever shall be later.
(ii) The priced invoice, showing all discount deductions, should be posted to the Buyer within 3 days of dispatch of Goods. A separate invoice shall be rendered in respect of each Order.

(i) The Buyer shall be entitled on any of the following grounds at its option by notice in writing to the Seller to reject all or any of the Goods (undelivered or delivered) and return the same at the Seller’s risk and expense:- (a) Should delivery be made before or after the due date specified in the Order, or should the Goods be shipped in excess of or less that the amount specified on the Order, unless the Buyer has authorised in writing a deviation from such terms on a duly signed official amendment. (b) Should the Goods in any way violate any warranty herein contained. (c) Should there be any other breach of the terms and conditions herein contained. (d) If all or any of the Goods are not delivered within the time or times specified in the Order or any extension of such times granted by the Buyer.
(ii) If any of the events set out in sub-clause (7)(i) above as well as the rights set out in such sub-clause (i):- (a) The Buyer may return to the Seller at the risk and expense of the Seller any of the Goods rejected as aforesaid whereupon the Seller shall forthwith repay the Buyer any sums paid by the Buyer to the Seller in respect of such Goods. (b) The Seller shall on demand pay to the buyer any additional expenditure reasonably incurred by the buyer in obtaining other goods in replacement of those rejected as aforesaid, including in particular but without prejudice to the generality of the foregoing the difference between the price of the Goods and the price if greater paid by the Buyer for such replacement.
(iii) Should the Buyer choose to reject the Goods on ground (b) or (c) of Clause (7)(i) it shall have the option to require the Seller to repair or replace, at the Sellers expense, any and all rejected Goods, or itself repair or correct the rejected Goods at the Sellers expense, or secure a refund as to come of the non-complying Goods and repair and/or replacement as to other non-complying Goods. In addition, the Buyer has the right to impose a reasonable service charge for handling, storage and returning any Goods over-shipped, rejected or not included in this Agreement.
(iv) It is understood that any decision by the Buyer to reject any part of the Goods shall not relieve the Seller of its obligation to abide by these conditions nor prejudice any right of the Buyer to terminate this Agreement thereafter. Further, the seller shall be liable for consequential loss or damage, caused by the Goods supplied being faulty due to substandard workmanship, design or material.

Risk of loss or damage to the Goods shall remain with the Seller and will only pass to the buyer on delivery to its own address as specified on the order or to any other address specified in the order or official amendment (and at the same time legal and equitable title in the goods shall also pass to the Buyer), but without prejudice to any right of rejection available to the Buyer under these conditions otherwise

(i) The Seller shall not without the consent in writing of the Buyer assign or transfer the whole or any part of the Order. (ii) The Seller shall not without the consent in writing of the Buyer sub-contract all or any substantial part of the Order (except where the makers of the goods are named in the Order of the Specification), but this shall not prevent the Seller from sub-contracting part of the Order to any of the companies described in Clause (15) below, provided the Seller shall not thereby be released of any of its obligations under these conditions.

(i)  The Seller warrants as follows (so that the same shall be enforceable notwithstanding any inspections of the goods by or on behalf of the buyer):- (a) The Goods shall conform as to quantity, quality and description with the particulars stated on the Order. (b) The Goods shall be of sound materials and workmanship, and shall be of merchantable quality and shall comply with the relevant British Standards. (c) The Goods shall conform in all respects to the samples, patterns or specifications provided or given by either party. (d) The Goods shall be capable of any standard or performance specified in the Order and the Specification (e) If the purpose for which the Goods are required is made known to the Seller either expressly or impliedly, the Goods shall be fit for that purpose. (f) The Goods shall be in compliance with any applicable law, rule or regulation. (g) The Goods shall not violate or in any way infringe any rights of third parties including (but not limited to) contractual employment trade secrets proprietary information and non-disclosure rights and any trade mark copyright or patent rights in the manufacture, production or sale of the Goods.
(ii) Where the Order provides for installation, erection or work or services of any nature to be carried out by the Seller, the same shall be duly and promptly executed in accordance with the terms set out in the Order and with good workmanship and materials. The Seller shall take all precautions necessary to ensure that such installation, erection or work, or services are carried out safely and without risk to persons or property and shall at its own cost properly and fully insure against all reasonable risks that might arise through any negligence or act or omission on the part of the Seller, its employees, sub-contractors or agents.
(iii) The Seller hereby agrees to pass on any warranty benefits to the Buyer that the Seller receives from its suppliers.

(i) The Seller shall fully identify the Buyer against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Letters Patents, registered designs, trade marks, trade names or other intellectual property rights in relation to the Goods. Provided always that this indemnity shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer.
(ii) In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in sub-clause (11)(i). The Seller shall promptly be notified thereof and may after giving to the Buyer due written notice at its own expense conduct all negotiations for the settlement of the same and any litigation that may arise therefore The conduct by the Seller of such negotiations or litigation shall be conditional upon the Seller having first given the Buyer such reasonable security as shall from time to time be required by the Buyer to cover the amounts ascertained or agreed or estimated as the case may be of any compensation, damages, expenses and costs for which the Buyer may become liable. The Buyer shall, at the request of the Seller, afford all reasonable assistance for any such purpose and shall be repaid any expenses in so doing.
(iii) Where the Goods are manufactured in compliance with any designs specifications or drawings supplied by the Buyer or where in response to any request by the Buyer the Seller has carried out design or development work at the expense of the Buyer then the Seller shall not seek patent registered design or other protection or in any way communicate to any third party the nature of or details relating to any such manufacture or work but shall promptly communicate the same to the Buyer. All rights in inventions and copyrights in designs arising out of such design or development shall be property of the Buyer who shall have the sole right to seek patent, registered design or other protection in connection therewith. The Seller shall at the Buyer’s expense do all such things and execute all such documents as the Buyer may reasonably require to vest in the Buyer the rights and protection herein referred to.

The Seller hereby agrees that it shall indemnify and hold harmless the Buyer in respect of all damage, injury or loss to any person or at any property wherever and whenever arising and against all actions, suits, claims, demands, costs, charges or expenses arising in connection therewith to the extent that the same shall have been occasioned by the Seller’s breach of these conditions or by the negligence of the Seller, his servants or agents.  The Seller’s obligations to indemnify the Buyer will survive the expiration or termination of the Agreement. 

(i) Either party has the right to terminate this Agreement if the other party is in default of any obligation hereunder which default is incapable of remedy or which, being capable of remedy, has not been remedied within seven days after receipt of written notice of such default (or such additional remedy period as the party not in default may authorise).
(ii) Either party may terminate this Agreement by written notice to the other party as in default of this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or commits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or is wound up or liquidated, voluntarily or otherwise or has execution levied on its goods.
(iii) Should the Buyer terminate this Agreement, the Seller shall forthwith return any advance payment it has received for the Goods, which, as a result of the termination, will not be delivered or have been rejected.
(iv) Upon the termination of this Agreement by either party or upon its expiration, each party forthwith shall return to the other all papers, materials and other properties of the other held by it in connection with the performance of this Agreement together with any copies made of the same PROVIDED THAT if the Buyer terminates because the Seller is in default, the Buyer shall have the right to keep such papers, materials and other properties as well as the Goods until such a time as the Buyer has found a comparable replacement of the Goods.

If at any time after the date of the Order but before delivery of the Goods is completed of the Buyer or performance by it of the terms of this Agreement is prevented, stopped, interrupted or restricted as a result of war, strike, lockout, riot, civil commotion, epidemic, unusual inclemency of weather, fire, accident, governmental act, shortage of materials or labour or any other cause whatsoever or wheresoever beyond the control of the Buyer, the Buyer shall have the right to require the Seller by notice in writing to suspend delivery of the Goods in part of in whole and for such period as may in the circumstances be necessary.

The Buyer shall be entitled at all times to set-off any amount owing at any time from the Seller to the Buyer or any holding company or subsidiary (as those expressions are defined by Section 736 of the Companies Act 1985) of the Buyer or a subsidiary (other than the Buyer) of a holding company of the Buyer, against any amount payable at any time by the Buyer in connection with the Order.

(i) In addition to complying with any other confidentiality agreement between the parties presently in force, each party acknowledges and agrees that any and all information emanating from the other not already in the public domain is confidential and proprietary and each party agrees that it will not during or after the termination of this Agreement permit the duplication or disclosure of any such confidential information to any person nor use the same in any way other than in connection with the performance of this Agreement unless such duplication use or disclosure is specifically authorised by the other party. Each party shall be responsible for any unauthorised disclosure made by any of its employees, servants or agents and shall take all reasonable precautions to prevent such disclosures. (ii) Neither party shall use the name of the other in publicity release or advertising, including customer lists, without securing the prior written approval of the other.

(a) (i) Before dispatching the Goods the Seller shall carefully inspect and test them for compliance with the conditions herein contained. (ii) Work on services performed or goods provided hereunder or the manufacturing facility for such goods are subject to inspection at the Seller’s plant at any time by representatives of the Buyer or its agents. (b) Reference on the Order to any of the following sub-clauses shall be deemed to incorporate within such Order the inspection requirements referred to in such sub-clause and so that such sub-clause shall become a term of this Agreement. Any of the following sub-clauses not referred to on the Order shall not be a term of this Agreement and shall be deemed excluded therefrom: (i) Each delivery of the Goods must be supported by a Certificate of Conformance to the requirements of the Order and the Specification which Certificate shall be signed by a senior member of the Seller’s staff responsible for quality assurance and/or inspection, stating his position or status in the Seller’s quality assurance and/or inspection department. (ii) The requirements to be performed by the Seller in relation to the Order shall be in accordance with BS5750. 18. 18.

In the event of any part of these terms and conditions being ineffective for any reason the remainder thereof shall constitute the terms and conditions binding on the parties.

Any notices or other communication hereunder shall be in writing (which includes facsimile and telex) and shall be duly given when actually delivered to the Seller or the Buyer at its address specified on the Order or such other address as may from time to time (by written notice to the other party) have been designated for such purpose.

The headings used in these conditions are inserted for convenience only and shall not affect construction or interpretation.