Terms & Conditions
These Conditions are deemed to be included in every contract for the sale of goods and provision of labour and services entered into by MetalScan Limited, trading as ARUN Technology, (hereinafter called “The Company”) and shall apply in place of and prevail over any terms and conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by the Company (by a Director or authorised representative).
While the Company reserves the right to accept telephone, e-mail or fax orders, such orders shall always be confirmed in writing by the Buyer and marked “Confirmation” and include the purchase order number. Any orders not so marked will be treated as fresh orders and the Buyer shall be responsible for the consequences of any resulting duplication. The Company reserves the right to refuse any order or offer of an order.
The Company reserves the right to withdraw the quotation at any time prior to the Company’s acceptance of the Buyer’s order. All quotations are exclusive of VAT unless otherwise stated.
4. Cancellation of orders
No cancellation of an order will be effective unless in writing and until accepted by the Company. The Company reserves the right to refuse to accept any cancellation of an order and in particular no cancellation will be accepted of orders for goods and/or services to special requirements or not normally stocked by the Company if the manufacture or obtaining by the Company of such goods is in process or has been completed. If the Company agrees to accept cancellation of any particular order, the Buyer shall, without prejudice to any other rights of the Company in respect of such order, pay to the Company on demand the value of the goods already manufactured in respect of such order and any non-recoverable costs incurred by the Company up to the date of cancellation.
All prices are quoted subject to revision of withdrawal without notice prior to. All prices in respect of orders for forward delivery are subject to the Company’s right to increase them if they are affected by general increases in cost of labour or raw material or other unforeseen causes, and all orders are accepted by the Company on that understanding. All prices are quoted for delivery to designated site for UK destinations unless otherwise agreed and carriage and packing will be charged for, unless otherwise specified, VAT or any other tax or duties payable by the Buyer, shall be added to the price and all quotations are exclusive of VAT unless otherwise stated.
a) All invoices are NET unless otherwise stated and no settlement discount is allowed.
b) For UK transactions payment is due 30 days from the date of invoice except where the Company stipulates “Pre-payment with Order” terms.
c) For Export Sales the payment terms will be stipulated for each transaction in default of which sub clause 6b above shall apply.
d) The Company reserves the right to charge interest at the rate of 3% per calendar month on any monies outstanding beyond the due date. Interest will be charged on monies outstanding beyond the due date until receipt by the seller of the full amount whether or not after judgement.
e) No special terms of payment will be operative unless confirmed in writing by the Company. The Company reserves the right to suspend or cancel any unfulfilled order where payment for any previous order remains outstanding after due date of payment or where, in the reasonable opinion of the Company, the Buyer is unlikely to be able or willing to pay his debts as they fall due.
Delivery dates not mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Company shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. Delivery shall be at the Company’s premises unless otherwise stipulated or agreed by the Company. The Company will charge for delivery other than at his premises. If the Buyer refuses or fails to take delivery of the goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/or shipment of the goods, the Company shall be entitled to terminate the contract with immediate effect to dispose of the goods as the Company may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure. Unless otherwise expressly agreed the Company may effect delivery in one or more instalments. Where delivery is affected by instalments each instalment shall be treated as a separate contract.
The Buyer shall examine all goods on delivery for any obvious damage or shortage and if no such damage or shortage is reported to the Company within one business day of delivery, the Buyer shall be deemed to have accepted the goods, subject only to the provisions of clause 14 below. Test Certificates covering the Company’s inspection will be supplied on request. Where additional inspection by a third part is requested, a charge will be made by the Company, such charge does not include any fees charged by visiting Inspectors, which will be added to the contract price.
9. Reservation of Title
The legal and equitable title in the goods will remain with the Company until such time as the Company has received payment in full in respect of the goods and all other sums due to the Company from the Buyer, at the date of delivery of the goods. Accordingly, all goods sold and delivered by the Company to the Buyer shall, at all times, be stored separately and identified as the property of the Company until payment for them has been received in full or until earlier use and consumption thereof. The insurable risk in the goods to which the Contract relates shall pass to the Buyer as soon as the goods are delivered to the Buyer or to his order or to a carrier for the purpose of such delivery, whichever is the sooner.
From the time of delivery until title to the goods passes to the Buyer in accordance with this Clause, the Buyer shall insure the goods for their full value with a reputable insurer. Upon request, the Buyer shall use reasonable endeavours to have the Company’s interest in the goods noted on the insurance policy. Until title to the goods passes to the Buyer, the Buyer shall hold the proceeds of any claim on the insurance policy on trust for the Company and shall immediately account to the Company with the proceeds.
10. Termination or suspense
a) The Company reserves the right, and without being liable to the Buyer for any loss or damage, forthwith by notice in writing to terminate any contract for sale or suspend delivery or despatch of goods, or to suspend any contracted work in the following circumstances. If, for any reason beyond the Company’s control, it is prevented from completing any such Contract or failure by the Buyer to pay any outstanding sums or instalments due under such Contract within 14 days of the due date of payments; or if the Buyer shall, being a Company, have a petition for its winding up presented in the Court or shall be the subject of a resolution for its winding up; or being an individual or firm, shall commit any act of bankruptcy or be the subject of bankruptcy proceedings, or generally if a receiver is appointed for the whole or any part of the Buyer’s assets, or the Buyer makes or takes steps to make any compromise with its creditors or any execution is levied on the goods of the Buyer.
b) Any such termination as aforesaid shall be without prejudice to any other rights the Company may have against the Buyer in respect of such Contract.
11. Export sales
In any case where goods are sold CIP or FCA or on the basis of other international trade terms, the meaning of such term contained in Incoterms as revised from time to time shall apply, except where inconsistent with any of the provision contained in these Conditions. Unless otherwise stated, all export sales are on an FCA basis and the following conditions will apply to such contracts:
The property in goods passes to the Buyer and the goods are at the Buyer’s risk on delivery on board the aircraft in transit to the Buyer; the provision of Section 32 (3) of
the Sales of Goods Act 1979 shall not apply to export sales hereunder;
Where the Company agrees, upon the Buyer’s request, to arrange shipment of the goods CIP, delivery of the goods shall nevertheless be deemed to be made at the UK port of shipment.
12. Return of Goods
No return of goods whether under Condition 14 or otherwise will operate to affect the liability of the Buyer under the Contract unless such return is accepted by the Company in writing and no such acceptance will be given unless notice of intention to return with the reason therefore and quoting reference number of the invoice is given to the Company and after acceptance by the Company of such notice the goods are returned to the Company carriage paid and in good condition.
13. Force Majeure
The Company shall not be liable to the Buyer, nor shall the Buyer acquire any rights against the Company in respect of any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason or events beyond the Company’s reasonable control including, but not limited to, act of God, war, terrorism or conditions arising as the result of war or anticipated war, riot, strike, lock out, interference by civil or military authorities, national or international calamity, trade disputes or labour disturbances, accident, breakdown of plant or machinery, buildings or premises, breakdown or failure of electric or other power, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances, each a force majeure affecting the supply of the goods or full materials therefore by the Company’s normal source of supply or the manufacture of the goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means of delivery. If due to a force majeure event or events the Company has insufficient stocks to meet all its commitments, the Company may apportion available stocks between its Buyers at its sole discretion. During the continuance of a force majeure event, the Company may suspend deliveries of goods and, in the case where the force majeure continues for a period of 30 days or more; the Company may thereafter terminate any agreement so affected with immediate effect by written notice to the Buyer.
a) The Company shall not be liable to the Buyer; for shortages in quantity delivered unless the Buyer notifies the Company of any claim for short delivery within 7 days of receipt of the goods; for damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Company’s own transport or by a carrier on behalf of the Company) unless the Buyer, within 7 days of delivery gives notice in writing to the carriers and at the same time notifies the Company in writing; within 7 days of delivery makes a claim against the carrier or accepts any special arrangements, which the Company may be able to make on the Buyer’s behalf. In the event of non-delivery the Buyer must give notice in writing thereof to the Company within 7 days of the date of the Company’s Invoice for defects in the goods cause by fair wear and tear, unacceptable conditions of storage or use or any act, neglect or default of the Buyer (including in the case of goods manufactured to the Buyer’s design, defects resulting from defects in that design) or of any third party, and: for other defects, in the goods unless notified to the Company within 12 months of receipt of the goods by the Buyer.
b) Where liability is accepted by the Company under paragraph 14(a), the company’s only obligation shall be its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost of such goods to the Buyer. Defective goods should be carefully packed and promptly returned to the Company at the expense of the Buyer. Repaired or replacement goods will be delivered to the Buyer at the expense of the Company. The Company’s aggregate liability to the Buyer, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which gave rise to such liability, as determined by net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
c) Subject to the foregoing all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company.
d) The Company’s prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to the Company request the Company to agree this higher limit of liability provided insurance cover can be obtained therefore.
15. Third party rights
The Company shall have no liability to the Buyer in the event of goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be subject to third party rights the Company shall be obliged to transfer to the Buyer only such title as the Company may have. The Buyer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Company shall have control over and shall conduct any such procedures in such manner, as it shall determine. The Buyer shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings shall be borne in such proportions, as the parties shall determine. The Buyer shall indemnify the Company against any and all liabilities, claims and cost incurred by or made against the Company as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
These Conditions of Sale and any correspondence arising hereunder shall be governed and interpreted according the Laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Unless expressly agreed in writing and warranted by the Company, all drawings, designs, specifications and particulars of weights submitted by the Company are approximate only and the Company shall not be liable for any deviation from them. All drawings, designs, specifications and information submitted by the Company shall be treated as confidential and shall not be disclosed to any third party without the Company’s written consent and shall not be used by the Buyer other than for purposes authorised by the Company.
The invalidity, illegality or unenforceability of the whole or part of a Condition does not affect or impair the continuation in force of the remainder of these Conditions.
A delay or failure by the Company to exercise a right or remedy provided under these Conditions or by law does not constitute a waiver of the right or remedy or of other rights or remedies.
20. Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.