1a. VERTIK-AL LTD only accepts orders on the basis of these terms and where applicable the Special Conditions of the quotation which together supersede all representations, negotiations and orders and constitute the entire Agreement between the parties to the exclusion of all other terms, conditions and warranties whatsoever and whether appearing in the customer’s order form or otherwise.
1b. Customer’s should always obtain a written quotation from VERTIK-AL LTD.
1c. Customer’s are warned that deliveries to VERTIK-AL of articles for processing are accepted only on the basis of any ruling quotation and these Terms, or in the absence of any ruling quotation then solely on these Terms.
1d. No condition in any order form or despatch note of the customer shall bind VERTIK-AL LTD without its written agreement.
1e. The processing by VERTIK-AL LTD of the customer’s article shall not be deemed acceptance by VERTIK-AL LTD of any conditions sought to be imposed by the customer by virtue of its order form or despatch note.
Quotations remain firm (subject to Clause 2b below) for 30 days from their date unless otherwise stated on the particular quotation form. VERTIK-AL LTD may withdraw a quotation at any time before the customer accepts. The customer’s acceptance shall be either by notice to VERTIK-AL LTD or by delivery of the articles covered by the quotation. Quotations based on drawings without samples of the articles to be processed are provisional and subject to VERTIK-AL LTD confirmation on receipt of the sample of the articles in question.
2b. All quotations are based on the current costs to VERTIK-AL LTD of labour and materials as at the date of the quotation. In the event of any increase of these costs VERTIK-AL LTD reserves the right to increase its prices accordingly.
Payment shall be made by account by the end of the month following the month of delivery against invoice. Customers who do not have approved accounts with VERTIK-AL LTD shall pay cash on delivery or against proforma invoice.
3b. No debit notes will be accepted by the Company, unless agreed in writing and the goods have been returned to the Company.
3c. No discount is payable in respect of payments by the due date but where payment is not made by the due date VERTIK-AL LTD may without prejudice to its other remedies under these Terms charge interest from the due date on the overdue payment at the rate of 1 1⁄2% per month or 2 1⁄2 % per annum above VERTIK-AL LTD London Clearing Bank Minimum Lending Rate as published in the Financial Times, whichever is the greater. Should VERTIK-AL LTD exercise its option under this clause, interest shall be payable from the date on which payments was due until payment. For the purpose of these Terms payment means receipt of value to VERTIK-AL LTD’s account enabling VERTIK-AL LTD to deal freely with the amount received.
VERTIK-AL LTD shall make all reasonable efforts to deliver the material within the time stipulated in the quotation or otherwise agreed in writing by VERTIK-AL LTD but these times or dates are given and intended only as an estimate.
4b. VERTIK-AL LTD shall not be responsible for any loss or damage indirect or direct caused to the customer by reason of the late delivery.
4c. Unless the point of delivery is within any area normally served by VERTIK-AL LTD own transport. Carriage charges will be made unless otherwise stated on the quotation.
VERTIK-AL LTD. Has a general lien on all goods and articles of the customer in its possession for all monies due from the customer whether in relation to previous agreements or otherwise. Where VERTIK-AL LTD supplies metals or fabricated parts, title shall only pass to the customer on payment to VERTIK-AL LTD.
In the treatment of large quantities of material some wastage will take place and by trade custom due allowance for this wastage should be made by the customer. Accordingly VERTIK-AL LTD shall have no liability for wastage to the extent that it is reasonable in all the circumstances.
6b. The extent of the wastage will depend on the nature of the article and the processing and finish required.
6c. Customer’s should in discussing any quotation with VERTIK-AL LTD obtain an estimate of the wastage customary in the processing of that particular kind of article. Any estimate given by VERTIK-AL LTD in this regard is given purely as a guide.
In the event that the customer is dissatisfied with the quality of the finish and work carried out by VERTIK-AL LTD the customer shall give immediate written notice to VERTIK-AL LTD to enable the complaint to be investigated before the remainder of the delivery is used or returned.
7b. If the complaint in VERTIK-AL LTD reasonable opinion is upheld then VERTIK-AL TLD shall at its option reprocess the goods free of charge or credit the customer with an amount of up to twice the original processing charge.
7c. Where appropriate VERTIK-AL LTD shall reimburse the customer with the cost of returning the defective goods.
7d. The customer has selected VERTIK-AL LTD processes on its own appraisal.
7e. The customer’s remedies under this clause are subject to the following clause relating to notice of claims.
7f. In no event shall VERTIK-AL LTD be liable for rejects arising from unsuitable fabrication or faulty material or surface condition but shall be entitled to charge for processing or any additional costs incurred thereby. Where customers require goods to be checked prior to processing, they must notify the Company in writing.
7g. The clause does not affect the customer’s rights under VERTIK-AL LTD guarantees for architectural coatings where applicable.
8a. NOTICE OF CLAIMSAny claim by the customer in respect of worked carried out by VERTIK-AL LTD. Its servants or agents shall be notified to VERTIK-AL LTD in writing by the customer within ten days of the date of delivery of the material to which the claim relates except in the case of successive or instalment deliveries of the same finish where the claim must be made within three days or else subsequent deliveries will be able to the same standard.
8b. Any claim by the customer in respect of non-delivery of the whole or any part of the delivery of the goods shall be notified to VERTIK-AL LTD in writing by the customer within ten days of the relevant advice of despatch or receipt of that part of the delivery as the case may be.
8c. Any claim by the customer for damage in transit, deviation, mid-delivery, delay or deterioration shall be notified both the carrier and to VERTIK-AL LTD in writing by the costumer otherwise than the carrier’s documents within three days of the date of delivery to which the claim relates. The customer shall not receipt the carrier in good condition if there is any evidence of injury to packing, crating or contents upon the customer’s reasonable inspection on delivery but shall give a receipt according to the facts which its own examination discloses.
The risk in the goods to be processed by VERTIK-AL LTD shall at all times remain with the customer and shall not pass to VERTIK=AL LTD on delivery to VERTIK=AL LTD or on processing and accordingly no claim for damage to or loss of goods or part thereof in transit will be considered by VERTIK-AL LTD unless the Special Conditions on the quotation specifically provide for the risk to remain with VERTIK-AL LTD until delivery to the customer or its agents and then only if the customer complies with the preceding clause relating to notice of claims.
Any delivery or consignment of the goods under these terms shall be deemed to constitute a separate contract to which these Terms shall mutatis mutandis apply including those relating to payment. Failure to make a delivery shall not terminate this agreement as to other deliveries. VERTIK-AL LTD may at its discretion make instalment deliveries whether or not these are provided in the quotation.
11a. FORCE MAJEURE
VERTIK-AL LTD. Shall not be liable for failure to comply with any of these Terms if compliance has been delayed, hindered or prevented by either: any circumstances whatsoever outside its control, including but not limited to strikes other industrial action, riot, war, Government order or restriction, compliance with any order or request of any public authority whether national or local; or by failure whether whole or partial in relation to production or otherwise and in the Unit4ed Kingdom or elsewhere of any of VERTIK-AL LTD’s existing or contemplated sources of supply of the raw material for its process or its means of transportation or the means of transporting the goods to the customer.
11b. The customer shall not be liable for failure to comply with any of these Terms if such failure is caused by circumstances outside its reasonable control.
VERTIK-AL LTD may immediately cancel this contract as to any future deliveries if the customer fails to comply with any of its obligations hereunder or becomes bankrupt or makes an assignment, agreement or complositioin with its creditors, or sufferes distress or process of execution to be levied on its property or has a Received appointed for all or part of its undertaking or assets or goes into liquidation (except for the purpose of reconstruction or amalgamation).
12b. VERTIK-AL LTD reserves similar rights of cancellation if it appears provable or like to VERTIK-AL LTD that any of the above events will occur.
12c. VERTIK-AL LTD expressly reserves the right to suspend or terminate this Contract as to future deliveries where payment is not paid by the due date nothwithstanding that the customer has paid interest pursuant to clause 3b. above.
13. CUSTOMER’S CANCELLATION
Where VERTIK-AL LTD has notified its acceptance of the customer’s order or where the customer has without formal order delivered goods to VERTIK-AL LTD for processing and the customer subsequently cancels or postpones its order or otherwise terminates any implied agreement with VERTIK-AL LTD the customer shall compensate VERTIK-AL LTD to the extent of any costs or charges incurred by VERTIK-AL LTD by reason of the cancellation or postponement together with all costs by VERTIK-AL LTD up to the date of cancellation. For the removal of doubt these costs include the costs to VERTIK-AL LTD of any special chemicals, paint powders, dyes and jigs purchased by VERTIK-AL LTD in order to fulfil the customer’s order. Should VERTIK-AL LTD subsequently be able to dispose of these items then the customer (provided it has compensated VERTIK-AL LTD, pursuant to this clause) shall be credited with the amount received on the disposal but not exceeding the amount of compensation.
14a. GENERAL LIMITATION
Except to the extent rendered void or unenforceable under any enactment, any liability of VERTIK-AL LTD arising under these Terms shall be limited to direct loss suffered by the customer and shall not extend to any consequential losses whatsoever and howsoever arising.
14b. VERTIK-AL LTD liability in respect of each delivery shall in no case exceed twice the processing costs of that delivery.
15. PROPER LAW
The agreement between VERTIK-AL LTD and the customer shall be governed by and construed according to the laws of England which shall be the proper law.
Any notice under these Terms shall be in writing given to VERTIK-AL LTD or the customer as the case may be at their respective addresses set out overleaf or any other address as they may notify each other. Notice sent by post shall be deemed to have been delivered five days after is has been posted in a correctly addressed first class prepaid envelope and proof of posting shall be sufficient proof of service. Notice may be by telex cable or first class mail (air mail where the customer is resident overseas) or by personal delivery.