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Paralloy+44 (0) 1642 370 686 Firth Vickers+44 (0) 114 243 1041
Paralloy Firth Vickers

In these conditions:

  • “Buyer” means the person, firm or company receiving a quotation from, and/or placing an Order for Goods and/or Services with, the Seller;
  • “Contract” means the Order, any specification or terms agreed in writing between the Buyer and the Seller relating to the sale of the Goods and/or Services and these conditions;
  • “Goods” means the goods which are the subject of the Order placed by the Buyer with the Seller;
  • “Order” means the order or orders of purchase placed by the Buyer on the Seller for the supply of Goods and/or Services and accepted in writing by the Seller;
  • “Schedule” means the delivery schedule issued in relation to the delivery of the Goods and/or Services;
  • “Seller” means Paralloy Limited (a company registered in England and Wales with company registration number 260752 whose registered office is at Paralloy House, Billingham TS23 4DA UK;
  • “Services” means the services (if any) which are the subject of the Order placed by the Buyer;
  • “Specification” means the specification and any additional drawings or information which shall be mutually agreed and if provided by the Buyer shall be agreed by the Seller or if provided by the Seller shall be approved by the Buyer;
  • “Warranty Period” means a period of 12 months from the delivery of the Goods or performance of the Services.

1. GENERAL

1.1 Contracts and Orders are only accepted subject to the following conditions of sale. No variation of these conditions or of the Buyer’s Order shall apply unless expressly agreed in writing by the Seller.

1.2 A quotation is not an offer and may be withdrawn at any time without notice. An Order or Schedule given by the Buyer is not binding on the Seller until accepted in writing.

2. APPLICATION OF THESE CONDITIONS

2.1 These conditions shall apply to the Order and any Schedule between the Buyer and the Seller to the exclusion of all other terms including those which the Buyer may purport to apply to the transaction.

2.2 In the event of any conflict between any of the documents forming the Contract:

  • 2.2.1 the Order shall prevail over (i) any specification or terms agreed in writing with the Seller and (ii) these conditions; and
  • 2.2.2 any specification or terms agreed in writing with the Seller shall prevail over these conditions.

3. DELIVERY

3.1 Any date for delivery quoted by the Seller is for information only and the Seller shall have no liability (whether in contract, tort (including without limitation, negligence) or otherwise) for the consequences of delay in delivery unless the Seller shall have previously agreed in writing specifically to make payment in respect of such delay in which case the Seller’s liability shall be limited to the amount so agreed.

3.2 Delivery of the Goods shall be given and taken at the Seller’s premises unless the Seller has specifically agreed in writing to arrange transport for the Goods in which case delivery shall occur when the Goods arrive at the designated place of delivery.

3.3 If manufacture or delivery of the Goods and/or performance of the Services is prevented or delayed by any cause beyond the Seller’s control (including without limitation fire, war, civil disorder, industrial dispute, acts of Government, shortage of labour, materials, power, equipment, transportation or supplies delivery and/or performance may be suspended by the Seller on giving notice in writing to the Buyer. In these circumstances the time for delivery and/or performance shall be extended by the period during which manufacture, delivery or performance is so prevented or delayed.

3.4 Unless otherwise agreed, delivery may be by instalments. Neither failure to deliver nor delivery of defective Goods in one or more instalments shall entitle the Buyer to cancel or reject subsequent instalments.

3.5 Where Goods are sent by the Seller to the Buyer in circumstances where it is usual for the Buyer to insure, the Seller shall not be obliged to give notice to the Buyer to enable the Buyer to insure the Goods during transit. Delivery to the carrier shall constitute delivery to the Buyer and the Seller shall not be required to make any contract with the carrier on behalf of the Buyer. The Seller shall not be responsible for any loss or damage to the Goods in the course of transit.

4. TITLE AND RISK

4.1 The Buyer shall not obtain title to the Goods until the earlier of:

  • 4.1.1 full payment to the Seller of all sums due from the Buyer to the Seller under this Contract and under all other contracts between the Seller and the Buyer (whether or not the sums are immediately payable); or
  • 4.1.2 incorporation of the Goods by the Buyer in other products; and
  • 4.1.3 bona fide sale and delivery of the Goods by the Buyer at full market value.

4.2 Risk in the Goods shall pass to the Buyer (so that the Buyer is then responsible for all loss and deterioration of the Goods or for any damage occurring) at the time delivery takes place in accordance with condition 3.2.

4.3 The Seller may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licenses the Seller, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that condition 4.4 below is being complied with by the Buyer or of recovering any Goods in respect of which title has not passed to the Buyer.

4.4 Until title to the Goods has passed to the Buyer under these conditions it shall possess the Goods as fiduciary agent and bailee to the Seller. The Buyer shall ensure that the Goods are kept properly stored and protected and are kept separate from other goods and shall ensure that they are clearly identifiable as belonging to the Seller. During such time as the Buyer possesses the Goods with the Seller’s consent, the Buyer may in the normal course of its business sell the Goods as principal but without committing the Seller to any liability to the person dealing with the Buyer.

4.5 The Buyer shall insure the Goods, with an insurer of good repute, against all risks and to the full market value of the Goods.

5. PRICE AND PAYMENT

5.1 The price for the Goods and/or Services shall be as agreed in writing from time to time. Unless otherwise agreed, all duties or taxes on the Goods, Services or the Contract and all bank charges are excluded from the price and are for the account of the Buyer.

5.2 Unless otherwise agreed in writing, all prices shall include packaging but exclude transportation and insurance costs.

5.3 Unless otherwise agreed with the Buyer, the Seller shall be entitled to submit its invoice when the Goods are delivered and/or the Services performed or at any time thereafter. Unless otherwise agreed, payment is due at the end of the month of delivery of the Goods or performance of the Services. In the event of late payment the Seller shall (without prejudice to its other remedies) be entitled to suspend further deliveries of the Goods to the Buyer or further performance of the Services.

5.4 Where Goods are delivered by Schedule deliveries or instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these conditions.

5.5 The Buyer shall not have any right to set off from any monies due or to become due to the Seller any monies due to the Buyer from the Seller.

5.6 In addition to its other rights, the Seller shall be entitled to a general lien on all Goods of the Buyer in the Seller’s possession for the unpaid price of any Goods sold or work performed by the Seller for the Buyer under this or any other contract.

6. SPECIFICATION

6.1 The Buyer shall be solely responsible for ensuring that the Specification and all drawings, information, advice and recommendations given to the Seller, either directly or indirectly by the Buyer are accurate, correct and suitable for the Goods and/or Services in question. Examination or consideration by the Seller of the Specification and drawings, information, advice or recommendations shall not limit the Buyer’s responsibility.

6.2 Unless otherwise agreed, the Goods shall be supplied in accordance with the Seller’s Specification and usual manufacturing practices.

6.3 All patterns, jigs, tools, drawings or other equipment supplied by the Buyer shall be maintained and used by the Seller at the risk of the Buyer. The Seller shall not be liable for any loss of or damage to any of these items whilst in the Seller’s possession.

6.4 The Seller will take all reasonable steps to ensure that the Goods comply with the Specification but subject to condition 7.2 no warranty is given that the Goods supplied will be exactly similar in all respects to the Specification.

7. WARRANTY AND EXCLUSION OF LIABILITY

7.1 The Seller warrants that:

  • 7.1.1 The Goods shall be free from defects in material and workmanship for the Warranty Period;
  • 7.1.2 The Services shall be provided with reasonable care and skill.

7.2 The above warranties shall be subject to the following conditions:

  • 7.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
  • 7.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
  • 7.2.3 The Seller shall be under no liability if the total price for the Goods or Services has not been paid by the due date for payment;
  • 7.2.4 The above warranties do not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

7.3 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.4 Where any valid claim in respect of any of the Goods or Services which is based on any defect in the quality or condition of the Goods or their failure to meet the Specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) or reperform the Services free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods or Services (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

7.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer or the provision of the Services, except as expressly provided in these conditions and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods or Services except as expressly provided in these conditions.

8. INDEMNITY

8.1 The Buyer shall indemnify the Seller against all claims, costs, expenses, losses and damages suffered or incurred by the Seller as a result of:

  • 8.1.1 any loss, injury or damage caused by any negligent act or omission or wilful misconduct of the Buyer, its employees or agents;
  • 8.1.2 any loss, injury or damage caused by any failure of the Buyer to comply with its obligations under the Contract.

9. INTELLECTUAL PROPERTY

9.1 The Buyer shall not use any of the Seller’s intellectual property (including without limitation any patents, designs, trademarks, copyright or confidential information) for any purpose other than the purchase, use and/or resale of the Goods.

9.2 The Buyer shall not have any right or licence to use any of the Seller’s trademarks without the prior written consent of the Seller.

9.3 The Buyer shall indemnify the Seller against all costs, claims, expenses, losses and damages incurred by the Seller as a result of any infringement of the Seller’s intellectual property rights arising from the manufacture or supply of the Goods to the Buyer’s order or from the use or resale of the Goods by the Buyer.

10. CONFIDENTIALITY

10.1 The Buyer shall keep confidential all information disclosed by the Seller relating to the Seller’s business and the Goods and shall not disclose any such information to any third party without the Seller’s prior written consent.

11. FORCE MAJEURE

11.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods or Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control (including without limitation industrial action, fire, flood, adverse weather, war, civil disturbance, Government action or regulation, default of suppliers or sub-contractors, failure or breakdown of equipment, unavailability of materials or transport, and failure or delay of the Seller’s suppliers or sub-contractors).

12. ASSIGNMENT

12.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

12.2 The Seller may assign the Contract or any part of it to any person, firm or company.

13. NOTICES

13.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

14. GOVERNING LAW

14.1 The Contract and these conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

15. GENERAL

15.1 The headings in these conditions are for convenience only and shall not affect their interpretation.

15.2 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

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