Any order based on a quotation is subject to the following terms and conditions to the exclusion of all others. Any quotation is will endure (unless previously withdrawn) for not more than 60 days from the date stated on the quotation unless stated otherwise and is in the way of an invitation to treat only.  Any quotation shall not be binding upon the seller until a written order has been received from the buyer based upon the quotation and a written acceptance of the order has been posted, emailed or faxed to the buyer.

1      ACCEPTANCE AND CONDITIONS

In these terms and conditions references to the “seller” are to us Alpine Tools Limited, a company registered in England and Wales under company registration number 00860172 and references to the “buyer” are to you the person, company or other entity entering into a contract with us to which these terms and conditions shall apply and references to “goods” are to goods, materials and / or other items to be supplied pursuant to the contract. Clause headings are for convenience only and shall not affect the construction or interpretation of these terms and conditions.

Any order based on a quotation is subject to the following terms and conditions to the exclusion of all others. Any quotation is open for acceptance (unless previously withdrawn) for not more than 60 days from the date stated on the quotation unless stated otherwise and is in the way of an invitation to treat only.  Any quotation shall not be binding upon the seller until a written order has been received from the buyer based upon the quotation and a written acceptance of the order has been posted, emailed or faxed to the buyer.

2      CANCELLATION OR SUSPENSION OF ORDER

The buyer may cancel no order, after acceptance, nor may the buyer suspend deliveries thereunder, except with the seller’s consent in writing.

3      PRICES

a)     Unless the order placed by the buyer is accompanied by sufficient information, data, drawings and tools to enable the work to proceed forthwith, the seller is at liberty to amend the prices quoted to cover any increase in costs during the period of delay caused by lack of such details.

b)     In addition any fluctuation in costs arising after acceptance of order due to factors outside the control of the seller and affecting all or any part of an order will entail corresponding adjustments in the selling price, subject to notification in writing being given to the buyer.

c)     Any alterations by the buyer in design, weight, quantities or specification and any suspension of work due to instructions or lack of instructions from the buyer will involve adjustment of the agreed or quoted prices, if the costs are affected thereby.

4      TERMS OF PAYMENT

Prices quoted are nett of value added tax (or other applicable tax and duties). Invoices rendered to the buyer are due for payment not later than end of month plus 30 days unless by other agreement.

When deliveries are spread over a period, each consignment shall be invoiced when despatched and each invoice shall be treated as a separate account and payable accordingly. If payment is not made at the due date, the seller has the right to suspend delivery or, at its option, to cancel the contract, without prejudice to any other rights and remedies that it may have and it may add interest to the amount overdue at a rate of 5% over the bank base rate for the time being of National Westminster Bank PLC in respect of the date payment was due until the date it is paid. Cancellation shall be in writing sent by post, email or facsimile transmission to the buyer and shall be without prejudice to such rights, claims and remedies as the seller may have against the buyer. The buyer shall pay the seller all legal costs, charges and expenses incurred by the seller in collecting payment of any monies in respect of overdue accounts payable by the buyer to the seller. The buyer shall pay a deposit of 50% of the value of any tooling order before the seller commences performance of the contract unless by other agreement. The title to the invoiced goods does not pass until they have been paid in full. If they have been wrongly sold before they have been paid for, then the seller has the right to the proceeds of the sale in or towards satisfaction or part satisfaction of monies owed to the seller unless by other agreement.

5      LIABILITY TO THE BUYER

Except as provided in clause 11 hereof all express or implied conditions and warranties (whether statutory or otherwise) as to the description, quality or fitness for purpose of all goods supplied are hereby excluded. The seller’ liability (if any) in respect of any mis-description, loss or non-delivery of, damage to or defects in the goods shall not extend to any claim for loss or consequential loss or damage of any kind. The seller shall be entitled to rely upon the accuracy, adequacy and completeness of any drawings and / or specifications and / or samples provided by the buyer and the buyer shall have no claim against the seller arising from any defects or deficiencies in such drawings, specifications or samples.

6      PARTS AND/OR TOOLS   

a)     Where the buyer supplies parts and / or tools, the quotations of the seller assume that such parts and / or tools are in good condition, true to drawing and entirely suitable for the seller’s methods of production and for the production of the parts in the quantities required.

b)     Replacement of and alterations or repair to buyer’s parts and / or tools and equipment due to normal wear and tear shall be paid for by the buyer.

c)     Where parts and / or tools are not supplied by the buyer, only such parts and / or tools that are specially made and separately charged in full shall become the property of the buyer when paid for.

d)     Carriage on parts, tools and equipment supplied by the buyer will be paid for by the buyer.

e)     The seller takes all reasonable care to protect buyer’s parts and / or tools while on the seller’s premises, but does not accept liability for loss or damage arising from accident, theft, fire, larceny, riot or act of war, and no insurance will be effected by the seller in respect of parts and / or tools in its custody.

7      CARRIAGE

Unless otherwise stated or agreed, prices quoted do not include delivery.

Delivery will be made by the sellers standard method of delivery unless otherwise requested by the buyer and agreed by the seller. Extra cost for special delivery at buyer’s request will be charged to the buyer.

8      DELIVERY

Time for delivery is estimated as accurately as possible, but is subject to any delays or breakdowns beyond the control of the seller and is not guaranteed. Provisions for penalties for delay in delivery or otherwise are excluded from any contract. The period specified for delivery on the seller’s quotation (if any):

a)      Is exclusive of any period occupied in making, altering or adapting parts and / or tools or in any experimental work connected with the parts.

b)     Shall commence only after the acceptance of an order or, if later, on receipt of written instructions to proceed together with all necessary information, drawings and (if to be supplied by the buyer) parts, tools or equipment and any agreed deposit.

c)     Shall, if a sample part is to be submitted for buyer’s approval commence only from the date of receipt of written approval of such sample by the buyer.

9      DAMAGE, SHORTAGE OR LOSS

The seller does not accept responsibility for any damage, shortage or loss in transit unless damage or shortage is notified in writing both to the seller and to the carriers within 3 days of receipt of the goods and the goods have been signed for as ‘not examined’ and have been handled by the buyers in accordance with the carrier’s condition or non delivery (in the case of total loss) is notified to the seller and to the carriers within 10 days of the date of despatch.

10    SAMPLES

The cost of samples submitted by the seller will be payable by the buyer unless returned to the seller’s works, carriage paid, within one month from the date of despatch. In all instances where the seller is working from new drawings / data or tools, any altered drawing or tool, or a drawing / data or tools fresh to the seller’s manufacturing facility, the seller may submit sample parts for approval before executing the bulk of the order, which will only be commenced on receipt of such approval in writing. Where small quantities only are required submissions of samples will be made only if the buyer requests such at the time of placing the order.

11    DEFECTS

a)     The invoice value of any parts made by the seller and subsequently agreed by the seller to be defective in workmanship or materials will be credited to the buyer, provided that the parts are returned to the seller within 3 months from the date of despatch. Any such agreed defective parts will be replaced and re-invoiced at the price credited or made serviceable for their original purpose free of charge.

b)     The buyer shall make every effort to ascertain any possible defects as soon as possible after delivery of the parts, including any necessary tests or inspection. Immediately after discovery of any such defects or alleged defects the buyer shall notify them with particulars of the defects alleged to the seller in writing and give the seller reasonable opportunity to take prompt measures to prevent a repetition of the defect.

c)     Defective parts will not be the subject of any claim against the seller for labour, machining costs or any other expenditure thereon or for any claim by any sub purchasers or by any third party or for any resultant loss or damage arising out of any such defect.

d)     Expenditure by the buyer on the salvaging of defective parts may, under exceptional circumstances be a matter for agreement between buyer and seller, but in the absence of such agreement it shall not be chargeable to the seller and such salvaging operation shall not be proceeded with in any manner liable to prejudice the opportunity of the seller to take the earliest possible steps to avoid a repetition of the defect in any further parts it may be making.

e)     No claim for free replacement or otherwise will be accepted in respect of any parts found to be defective through faults in the design or construction of tools supplied by the buyer.

12    PACKING

Unless otherwise specified, packing cases and packing materials will be charged extra.

13    INFRINGEMENTS

The buyer shall indemnify the seller against all damages, penalties, costs and expenses arising out of the             infringement of any Patent, Copyright or Registered Design or Trade Mark (or any claim for such infringement)     involved  in any work carried out in accordance with the buyer’s specification or any samples supplied by the buyer.   

14    NON ASSIGNMENT 

The buyer shall not be entitled to assign the benefit of any contract with the seller except with the prior consent in writing of the seller.

15   TERMINATION FOR BREACH OF CONTRACT, BANKRUPTCY, ETC.

 If the buyer makes default or commits any breach of its obligations under contract, or if any distress or execution     

 shall be levied upon it, its property or assets, or if the buyer shall make or offer any arrangement  composition with creditors or shall commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented     or made against him or if (where the buyer is a limited liability company or partnership) any resolution or petition to

wind up such company or partnership shall be passed or presented (otherwise than for the purpose  of bona fide reconstruction or amalgamation) or if a receiver of its undertakings, property or assets or any part thereof  shall

be appointed, then in any in such event the seller shall have the right forthwith to determine any subsisting contract with the buyer, and upon written notice of such determination being posted by  the seller to  the buyer’s last known address , any such contract shall be deemed to have been determined, without  prejudice to any other right or remedy to which the seller may be entitled

16    EXPORT REGULATIONS

The buyer shall comply with all regulations for the time being in force affecting the export of goods from the United Kingdom and pay all duties and charges. It is the sole responsibility of the buyer to obtain any export licenses which may be required and to comply strictly with their terms.

17    LEGAL CONSTRUCTION

The contract shall be construed according to and governed by English law and the buyer and the seller agree to submit to the exclusive jurisdiction of the English courts.