Terms & Conditions

1. Interpretation

1.1 Definitions:

营业日： 周六、周日或英格兰公共假日以外的一天，伦敦的银行营业。

条件： 根据第 12.4 条不时修订的本文件中规定的条款和条件。

合同： 供应商与客户之间根据本条件买卖货物的合同。

顾客： 从供应商处购买货物的个人或公司。

不可抗力事件： 超出一方合理控制范围的事件、情况或原因。

商品： 订单中列出的货物（或其任何部分）。

国际贸易术语： 2020 年国际商会贸易条款解释的国际规则或任何随后公布的在合同签订之日有效的这些规则集。除非文意另有所指，任何在 Incoterms 的规定中定义或赋予特定含义的术语或表达在本条件中应具有相同的含义，但如果 Incoterms 的规定与本条件有任何冲突，则后者为准。

命令： 客户的货物订单，如客户书面接受供应商建议或报价单中的客户采购订单表格或双方书面同意的那样。

规格： 客户和供应商书面同意的货物规格，包括任何相关的计划、设计和图纸。

供应商： North West Roller Services Limited 在英格兰和威尔士注册，公司编号 02533261

1.2 Interpretation:

(a) A 人包括自然人、法人或非法人团体（无论是否具有单独的法人资格）。

(b) A reference to a party includes its successors and permitted assigns.

(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(b) Any words following the terms 包含, 包括, 尤其是, 例如或任何类似表达应被解释为说明性的，不应限制这些术语之前的词语、描述、定义、短语或术语的含义。

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any .applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer

3. Goods

3.1 The Goods are described in the Specification.

3.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery

4.1 Delivery of the Goods shall take place in accordance with Incoterms where applicable, otherwise delivery of the Goods shall be made:

(a) by delivering the Goods to the place specified in the Customer’s orders, or

(b) by the Customer’s acceptance at the location to which the Goods are to be delivered by the Supplier, or

(c) by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection; each as agreed in writing between the Customer and the Supplier; or

(d) if no place of delivery is so specified by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection

4.2 On delivery, the Supplier (or its appointed carrier) shall provide the Customer with a delivery note that shows the date of the Order, and all relevant Customer and Supplier reference numbers,

4.3 Goods despatched by post will be delivered when the Goods are accepted by the post office in the United Kingdom.

4.4 Unless otherwise agreed in writing by the Customer and the Supplier, shipment of all Goods shall be Ex-Works (except that the Supplier may at its discretion load the Goods onto the Supplier’s transport where collected from the Supplier’s premises), and all charges shall be paid by the Customer.

4.5 The Supplier shall endeavour to comply with any shipping instructions given by the Customer with its order for the Goods but the Supplier reserves the right to make part shipments and to ship by vessels of the Supplier’s choice from any port in the United Kingdom or elsewhere

4.6 Where the Customer is to provide a vessel for shipment the Supplier shall not be responsible for any charges resulting from failure by the Customer to give due notice of the vessel’s time of arrival.

4.7 The Delivery Date is approximate only and time for delivery shall not be of the essence. If the Supplier delivers the Goods at any time after the Delivery Date the Supplier shall have no liability in respect of such late delivery.

4.8 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 4.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.

4.9 The Supplier shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where the Goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Customer’s request or through any delay however caused shall be for the Customer’s account subject to the absolute discretion of the Supplier.

4.10 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.11 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted as appropriate actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

5. Inspection

5.1 The Customer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.

5.2 The Supplier shall be under no liability for any defect or damage that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Supplier within 5 Business Days of delivery detailing the alleged damage.

5.3 In all cases where defects are complained of the Supplier shall be under no liability in respect thereof unless an opportunity to inspect the Goods is given to the Supplier before any use is made thereof or any alteration or modification is made thereto by the Customer.

5.4 Subject to condition 5.2 and 5.3, the Supplier shall where appropriate repair any Goods damaged in transit where the Supplier has supplied or is otherwise responsible for transportation as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such damage.

6. Quality

6.1 The Supplier warrants that on delivery, and for a period of 3 months from the date of delivery (warranty period), the Goods shall:

(a) conform in all material respects with the Specification; and

(b) be free from material defects in design, material and workmanship; and

6.2 The Customer expressly acknowledges that:

(a) in supplying the Goods the Supplier relies on information provided by the Customer; and

(b) it has approved the Specification before the Goods were supplied.

6.3 Subject to clause 6.4, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair, modify, or replace the defective Goods, or refund the price of the defective Goods in full.

6.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.3;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the defect arises as a result of the Supplier following any information, drawing, design or Specification supplied by or approved by the Customer;

(e) the Customer alters or repairs such Goods without the written consent of the Supplier;

(f) the defect arises as a result of fair wear and tear, use different from or materially more than that which was originally advised by the Customer or set out in the Specification, wilful damage, negligence, or abnormal or unsuitable storage or working conditions; or

(g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.5 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.

6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk

7.1 The risk of damage or loss in the Goods shall pass to the Customer in accordance with the relevant provisions of Incoterms or where Incoterms do not for any reason apply on delivery.

7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods.

7.3 在货物所有权转移给客户之前，客户应：

(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(b) store the Goods in appropriate conditions;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order or as otherwise agreed in writing between the parties.

8.2 Any quotation or prices submitted by the Supplier to the Customer shall be valid for a maximum of 20 business days only unless otherwise agreed by the Supplier in writing. The Supplier reserves the right to amend any prices at any time after that period.

8.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including unavailability of materials or foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.4 The price of the Good excludes any cost or charge which is not expressly included in writing including but not limited to:

(a) any loading or delivery costs or charges;

(b) the cost of obtaining or preparing any necessary export documents (including any necessary import, export or customs clearances, declarations or licences); and

(c) any applicable value added tax, customs, excise, sales taxes, export, import duties or other official taxes, charges, duties or levies which are imposed or charged by any competent fiscal authority in respect of the sale, exportation or importation of the Goods into the country in which the Customer is resident or delivery is to be effected or necessary to enable delivery of the Goods; and

(d) postage, packaging, carriage, freight, handling or insurance

除供应商必须支付的价格外，所有这些均应由客户承担，并应立即由客户偿还。

8.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.6 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

付款时间是合同的本质。

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Limitation of liability

9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £ 50,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

9.4 Subject to clause 9.3, the Supplier’s total liability to the Customer shall not exceed the total price of the Goods or £50,000 whichever is the lower amount.

9.5 Subject to clause 9.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.6 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract or at its discretion suspend provision of the Goods under the Contract each with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

(b) the Customer’s financial position deteriorates or appears to have deteriorated to the extent that, or the Customer’s conduct gives any other reason such that, the Supplier acting reasonably has reached the opinion that the Customer’s ability to give effect to the terms of the Contract is in jeopardy.

10.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. Force majeure

11.1 如果由于不可抗力事件导致延迟履行或未能履行其在合同项下的任何义务，则任何一方均不违反合同，也不对延迟履行或未能履行其义务承担责任。在这种情况下，受影响方有权合理延长履行此类义务的时间。

12. General

12.1 转让和其他交易。

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.2 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c) The provisions of clause 12.3 (a) shall not apply to any confidentiality or other non-disclosure agreement (an NDA) between the parties which the parties have expressly agreed will remain in place. In such circumstances such NDA shall be deemed to supersede the provisions of clause 12.2 of these Conditions.

12.4 Variation.

除非以书面形式并由双方（或其授权代表）签署，否则本合同的任何变更均无效。

12.5 Waiver.

任何一方未能或延迟行使本合同或法律规定的任何权利或补救措施均不构成对该权利或任何其他权利或补救措施的放弃，也不妨碍或限制进一步行使该权利或任何其他权利或补救措施.任何单独或部分行使此类权利或补救措施均不得阻止或限制进一步行使该权利或任何其他权利或补救措施。

12.6 Severance.

如果本合同的任何条款或部分条款无效、非法或不可执行，则视为已删除，但不影响本合同其余部分的有效性和可执行性。如果根据本第 12.6 条认为本合同的任何条款被删除，双方应真诚协商，以商定一项替代条款，以最大程度地实现原条款的预期商业结果。

12.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to an address previously advised to the other party in writing.

12.8 Third party rights.

除非另有明确规定，否则本合同不会产生根据 1999 年《合同（第三方权利）法》执行本合同任何条款的任何权利。

12.9 Dispute resolution

如果出现与本协议有关的任何争议，双方同意本着诚意进行调解以解决此类争议，并将根据有效争议解决中心 (CEDR) 示范调解程序进行调解。除非双方在争议通知后 14 个工作日内另有约定，调解员将由 CEDR 提名。

12.10 适用法律。

本合同以及由本合同或其标的物或形式引起或与之相关的任何争议或索赔（包括非合同争议或索赔）均应受英格兰和威尔士法律管辖并按其解释。

12.11 管辖权。

各方不可撤销地同意，英格兰和威尔士法院对解决因合同或其标的或形成引起或与之相关的任何争议或索赔（包括非合同争议或索赔）具有专属管辖权。