Legal Notices

Precision Micro Limited Conditions of Sale

These Terms and Conditions supersede those printed in previous lists and apply to all contracts entered, except as other wise agreed in writing by the Company

1 - Contract Terms

1.1. Unless other terms and conditions are expressly accepted by the Seller by means of a specific written amendment hereto signed by the Seller or a director or partner of the Seller the contract will be on the terms and conditions set out below and overleaf (’the Contract Terms’) to the exclusion of any other terms and conditions (except those implied in favour of a seller which are not inconsistent with the Contract Terms) whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the Buyer to the Seller. Any reference overleaf to the Buyer’s order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in any such order, specification or like document will have effect to the exclusion of the Contract Terms.

2 - Quotations

2.1. Any quotation is given on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer.
2.2. Any quotation is valid for a period of 60 days only from its date provided that the Seller has not previously withdrawn it

3 - Delivery

3.1. The Seller will endeavour to deliver the goods to be supplied under the contract (‘the Goods’ which expression includes any of them or any part of them) within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods, nor unless such delay exceeds 180 days will any delay entitle the Buyer to terminate or rescind the contract. 3.2. The Seller may make delivery by instalments.
3.3. Delivery will be made ex the Seller’s works and the contract price is calculated on that basis.
3.4. No claim for damage or shortages will be considered unless the Seller is advised in writing within 7 days of delivery. No claim for non-delivery will be considered unless the Seller is advised in writing within 14 days of the date of the Seller’s invoice. Any claim for damage, shortages or non-delivery shall also be notified to the carriers by the Buyer in the manner and within the appropriate time limit prescribed by the carriers’ terms and conditions.
3.5. In the event of failure by the Buyer to give the appropriate notice or notices as specified in Clause 3.4 the Buyer’s claim will be deemed to have been waived and will be absolutely barred. 3.6. The Seller will endeavour to supply the exact quantity ordered but the Seller may supply up to 10% more or less than the exact quantity ordered. A pro rata charge or allowance at the contract price will be made to cover any variation.

4 - Guarantee and exclusion clauses

4.1. Where the Seller is not the manufacturer of the Goods the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer.
4.2. In respect of Goods manufactured by the Seller the Seller will free of charge within a period of 6 months from the date of despatch repair or at its option replace any Goods the quality of which is such that they do not conform to specification or drawings and which are proved to the reasonable satisfaction of the Seller to be defective in material or workmanship provided that this obligation will not apply where: -
4.2.1. the Goods have been altered in any way whatsoever or have been subjected to misuse or unauthorised repair, or
4.2.2. the Goods have been improperly installed or connected (unless the Seller carried out such installation and connection); or
4.2.3. the Buyer has failed to observe any maintenance requirements relating to the Goods; or
4.2.4. the Buyer has failed to notify the Seller of any defect or suspected defect within 14 days of the same coming to the knowledge of the Buyer, or
4.2.5. the Buyer is in breach of this or any other contract made with the Seller. Any Goods replaced will belong to the Seller. Any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the six month period.
4.3. Save as provided in Clauses 4.1 and 4.2 the Seller will be under no liability under the contract for any personal injury, death, loss or damage of any kind whatsoever other than death or personal injury resulting from the Seiler’ s negligence whether consequential or otherwise including but not limited to loss of profits and the Seller hereby excludes all conditions, warranties and stipulations express or implied statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the Buyer except that such exclusion will not apply to:- 4.3.1. any implied condition that the Seller has or will have the right to sell the Goods when the property is to pass; or 4.3.2. when the Buyer deals as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose.
4.4. In no circumstances will the Seller or its employees, agents or subcontractors be liable for any loss or damage of any kind whatsoever (other than death or personal injury resulting from the Seller’s negligence) whether consequential or otherwise caused directly or indirectly by any negligence on the part of the Seller or on the part of any of its employees, agents or sub- contractors in connection with or arising out of the manufacture or supply of the goods or in connection with any statement given or made (or advice not given or made) by or on behalf of the Seller.

5 - Risk

Notwithstanding any ether Contract term, risk in the Goods shall pass to the Buyer when the Goods are delivered to or collected by the Buyer or its agent.

6 - Property in the Goods

6.1. In this clause the following expressions have the following meanings: - ’The New Goods’ means goods produced by the Buyer converting, incorporating or mixing the Goods with other goods prior to the property in the Goods passing to the Buyer and includes any of them and any part of them. ‘The Supplied Goods’ means the Goods and the New Goods and includes any of them or any part of them. 6.2. Property in the Goods shall not pass to the Buyer until 6.2.1. the purchase price of the Goods has been paid in full, and 6.2.2. payment to the Seller of any sum which is at the date of the contract or may thereafter become due and owing from the Buyer to the Seller
6.3. The Buyer may convert or incorporate the Goods into or mix the Goods with other goods to produce the New Goods prior to the property in the Goods passing to the Buyer but in such event the property in the New Goods (whether the other goods into which the Goods have been converted or incorporated or with which the Goods have been mixed belong to the Buyer or not) shall be and remain with the Seller immediately upon such conversion, incorporation or mixture until
6.3.1. the purchase price of the Goods has been paid in full, and
6.3.2. payment to the Seller of any sum which is at the date of the contract or may thereafter become due and owing from the Buyer to the Seller.
6.4. Until property in the Supplied Goods has passed to the Buyer or until delivery of the Supplied Goods to a third party pursuant to the permission given below, the Buyer will hold the Supplied Goods in a fiduciary capacity, will not obliterate any identifying mark on the Supplied Goods or their packaging and (save where the Goods are being converted or incorporated into or mixed with other goods to create New Goods) will keep the Supplied Goods separate from any other assets
6.5. Prior to property in the Supplied Goods passing to the Buyer the Seller permits the Buyer to deliver the Supplied Goods to a third party pursuant to a bona fide and arms-length agreement to sell the Supplied Goods.
6.6. The Buyer’s liberty to convert or incorporate the Goods into or mix the Goods with other goods and the Buyer’s liberty to deliver the Supplied Goods to a third party shall cease upon the happening of any of the events which enable the Seller to serve notice of termination of the contract.
6.7. Where the Seller is unable to determine whether any goods are the Goods then the Buyer shall be deemed to have converted, incorporated, mixed or sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer and any new goods so created shall be deemed to have been delivered to the Buyer’s customers in the order in which they were created.
6.8. 6.8.1. The Seller may at any time after payment for the Goods has become due take possession of the Supplied Goods and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter the Buyer’s premises (or other premises where the Supplied Goods may be) by its employees or agents in order to take possession of the Supplied Goods and (if necessary) to dismantle the Supplied Goods from anything to which they are attached.
6.8.2. If prior to the expiry of 7 days from the date when the Seller has taken possession of the Supplied Goods the Buyer pays all sums then due or owing to the Seller together with the costs of taking possession of the Supplied Goods, the Seller will re-deliver the Supplied Goods to the Buyer at the Buyer’s expense. If within the 7 day period the Buyer fails to pay all the sums due or owing to the Seller, the Seller may sell the Supplied Goods and shall pay to the Buyer the balance of any sums received upon the sales of the Supplied Goods after deducting all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Supplied Goods save that if the sums so received by the Seller do not exceed all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Supplied Goods the Buyer shall pay to the Seller any shortfall.
6.9. The Seller will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed.
6.10. If the Buyer sells the Supplied Goods before the property in them passes to the Buyer, the Buyer will promptly account to the Seller for the proceeds of any such sale and, prior to paying such proceeds to the Seller, the Buyer will hold the same in a fiduciary capacity keeping the same separate from its other monies. On receiving such proceeds the Seller will return to the Buyer any sum paid in excess of the total of all sums due or owing from the Buyer to the Seller at the date of receipt by the Seller of such proceeds of sale.