TMB Patterns Limited : Terms & Conditions
TMB PATTERNS LIMITED - TERMS AND CONDITIONS OF SALE
Click here
to open PDF version (opens in new window/tab)
1. Unless otherwise agreed in writing these Terms & Conditions
("TERMS") shall apply to all business conducted between
TMB Patterns Limited ("TMB") and the customer ("CUSTOMER")
and override any terms and conditions stipulated, incorporated
or referred to by the CUSTOMER in its negotiations/order/instructions
to proceed/acceptance of quotation. These TERMS and any terms
contained in a TMB quotation ("CONTRACT") constitute
the entire agreement between the parties. The CUSTOMER acknowledges
that it has not relied on any statement, promise or representation
made or given by or on behalf of TMB which is not set out in
the CONTRACT and hereby waives any rights and remedies which
it may have in respect of the same.
2. 2.1 Any TMB estimate/quotation is exclusive of freight /
delivery, insurance and VAT, all of which must be paid by the
CUSTOMER, unless specified otherwise by TMB.
2.2 Acceptance of any TMB quotation is required in writing before
commencement of work together with a CUSTOMER purchase order
reference number.
2.3 Estimates are given for guideline purposes. Only TMB quotations
shall be honoured by TMB.
2.4 TMB reserves the right to increase any price agreed between
TMB and the CUSTOMER in the event of (a) any request by the
CUSTOMER to change the delivery date(s) or the specification
and/or (b) increased costs occurring as a result of circumstances
beyond TMB's control and/or (c) failure of the CUSTOMER to give
TMB adequate and/or accurate information and/or instructions.
2.5 If the CUSTOMER cancels its order any time prior to delivery,
the CUSTOMER shall be liable to TMB for the losses suffered
and expenses incurred by TMB as a result of the cancellation
including (but not limited to) TMB's labour costs, the costs
of TMB's time and materials and any other costs whatsoever associated
with the loss of the order whether direct, indirect, special
and/or consequential.
3. 3.1 The CUSTOMER shall pay all invoices in full and in cleared
funds in accordance with the payment terms set out in the TMB
quotation.
3.2 Interest at the rate of 8% over Lloyds TSB Bank base rate,
calculated on a daily basis from the date of invoice, shall
be charged on all invoices which remain unpaid after their due
date.
4.4.1 Method of delivery is at the discretion of TMB unless
otherwise specified in writing.
4.2 Delivery of the goods shall be to a location agreed between
the parties
5. 5.1 Title to the goods shall not pass to the CUSTOMER until
TMB has received payment in full (in cash or cleared funds)
for the goods and all other sums which are or which become due
to TMB from the CUSTOMER under other existing CONTRACTS.
5.2 Risk in the goods shall pass to the CUSTOMER immediately
on delivery to the CUSTOMER.
5.3 Until title to the goods passes to the CUSTOMER, the CUSTOMER
shall:
5.3.1 hold the goods at its own cost on a fiduciary basis as
TMB's bailee.
5.3.2 keep the goods safe and insured against all risks for
their full price from the date of delivery.
5.4 In the event of non-payment TMB may (in addition to any
other rights or remedy) require the CUSTOMER to deliver up the
goods and, if the CUSTOMER fails to do so promptly, enter any
land or buildings where the goods are located and repossess
and sell the goods.
6. All goods and services sold and supplied by TMB are subject
to the following conditions:
6.1 The CUSTOMER warrants that it has all the necessary rights,
consents, authority and licences to enter into the CONTRACT.
6.2 Ownership of all INTELLECTUAL PROPERTY RIGHTS relating to
a design, drawing, manufacture or specification developed by
TMB are the property of TMB. The CUSTOMER acknowledges that
where INTELLECTUAL PROPERTY RIGHTS are created and/or developed
by and/or on behalf of TMB during and/or in connection with
the manufacturing process ("FOREGROUND IP"), TMB shall
own and be entitled to use that FOREGROUND IP as it so wishes,
including to manufacture and supply goods to third party customers.
For the purposes of this clause 6 "INTELLECTUAL PROPERTY
RIGHTS" means all patents, copyrights and related rights,
design rights, rights in designs, trade marks, service marks,
trade secrets, know-how, database rights and other rights in
the nature of intellectual property rights (whether registered
or unregistered) and all applications for the same, anywhere
in the world.
6.3 The CUSTOMER shall (and the CUSTOMER will procure that its
assignees, licensees and successors in title shall) indemnify
TMB against all actions, claims, proceedings, liabilities, costs,
expenses, damages and losses whatsoever (including any direct,
indirect and/or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal and other professional
costs and expenses) suffered and/or incurred by TMB in connection
with any claim made against TMB for actual or alleged infringement
(including but not limited to the defence of such alleged infringement)
of a third party's INTELLECTUAL PROPERTY RIGHTS in connection
with and/or relating to the manufacture of the goods by and/or
on behalf of TMB in accordance with any design, drawing, information
or specification requested or supplied by the CUSTOMER, including
their sale and/or supply to the CUSTOMER and/or their use and/or
exploitation by the CUSTOMER and/or any third party. This clause
6.3 shall survive termination of the CONTRACT.
7. TMB warrants that on delivery the goods shall conform with
the TMB quotation unless otherwise specified in writing.
7.1 All claims against TMB must be notified in writing to TMB
within 24 hours of discovery and no later than 30 days after
despatch of goods by TMB.
7.2 No claim shall be considered unless TMB is given the opportunity
to examine the goods delivered if it so wishes.
7.3 Evidence of misuse, alteration or interference by the CUSTOMER
or any third party shall invalidate any such claim.
7.4 In the event of a claim in respect of defective or sub-standard
workmanship or materials TMB's liability (if any) shall be strictly
confined to replacement of the defective parts manufactured
or sold by TMB.
7.5 In the event of the CUSTOMER acquiring goods from or through
TMB which TMB has acquired from a manufacturer/agent ("UNITS")
irrespective of whether such UNITS are used by TMB as a component
part of a larger item ordered by the CUSTOMER or sold in their
entirety, TMB gives no warranty in respect of the UNITS. TMB
will, so far as it is possible, pass on to the CUSTOMER the
benefits of any manufacturer's warranty and the liability of
TMB to the CUSTOMER in respect of the UNITS shall not exceed
the sums (if any) which TMB is able to recover from the manufacturer/agent
of the UNITS.
7.6 Save for the provisions of clauses 7.4 and 7.5 and any claims
for death or personal injury caused by negligence, TMB shall
not have any liability to the CUSTOMER (howsoever arising, including
any liability in tort) under or in connection with the CONTRACT
for any loss or damage (whether direct or indirect) incurred
for any reason whatsoever howsoever or whenever arising including,
without limitation, for any loss of profits or contracts, loss
of income, loss of business and/or losses or liabilities under
or in relation to any other contract, in each case whether direct,
indirect, special and/or consequential loss or damage.
7.7 TMB shall not be liable for any claim arising as a result
of TMB following any drawing, design or specification supplied
by the CUSTOMER.
7.8 Except as set out in these TERMS, all warranties, conditions
and other terms implied by statute or common law are, to the
fullest extent permitted by law, excluded from the CONTRACT.
8. Any time or date agreed or suggested by TMB for delivery
is an estimate only. Whilst every effort is made to ensure delivery
on time, in no event whatsoever will TMB be liable for any losses
or damages of any kind caused by any delay in delivery, including
without limitation special, indirect or and/or consequential
loss or damage.
9. CUSTOMER's property held at TMB's premises is held at the
CUSTOMER's risk.
10. TMB shall not be liable for any failure or delay in performing
its obligations under the CONTRACT to the extent that such failure
or delay is caused by an event of force majeure. An event of
force majeure means any cause affecting the performance by TMB
of its obligations under the CONTRACT arising from acts, events,
omissions or non-events beyond its reasonable control, including
acts of God, riots, war, acts of terrorism, industrial disputes,
fire, flood, storm or earthquake and any disaster.
11. Each one of these TERMS is distinct and severable and if
any one is deemed illegal, void or unenforceable, the validity,
legality, or unenforceability of any other one or part of these
TERMS shall not be affected thereby.
12. TMB (and not the CUSTOMER) may at any time assign, transfer,
charge, subcontract or deal in any other manner with all or
any of its rights and/or obligations under the CONTRACT.
13. Notices must be in writing and delivered by hand or recorded
first class post to the other party at the address set out on
the TMB quotation. Day to day operational issues concerning
the CONTRACT may be made by email.
14. A person who is not a party to the CONTRACT shall not have
any rights under or in connection with it.
15. The law governing the CONTRACT shall be the Law of England
& Wales and the parties irrevocably submit to the exclusive
jurisdiction of the courts of England and Wales.
REVISED TERMS & CONDITIONS Issued 5.5.2011
