Terms and Conditions
1.1 In these Conditions the following words shall have the following meanings: “the Buyer” the person(s), firm or company who purchases the services and or goods from the Company; “the Company” is namely CSM ELECTRONICS LIMITED “the Contract” any contract between the Company and the Buyer for the sale and purchase of the services or goods, incorporating these Conditions; “Delivery Point” the place where delivery of the goods is to take place under condition 4; “Goods” any goods or service agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them)
2. ACCEPTANCE & VARIATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the goods or services shall have no effect unless expressly agreed in writing by the Company.
2.4 Each and any order from the Buyer to the Company shall be deemed to be an offer by the Buyer to purchase goods or services subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of Order is issued by the Company. If the terms and conditions stated in the customer’s order are inconsistent with these conditions or, if they contain a provision purporting to override these conditions, these Conditions and our Acknowledgement of Order shall constitute a counter offer and the customer shall deemed to have accepted these conditions unless the Buyer notifies the Company to the contrary within 14 days of the date of the despatch of our Acknowledgement of Order. If the Buyer so notifies the Company the formation of a contract shall be subject to negotiation and agreement. No variation of these Conditions will be recognised by the Company unless accepted in writing.
2.6 The Buyer may not cancel any order without the written agreement of the Company. If the Buyer purports to cancel an order without such agreement then without prejudice to any other contractual right we may have we shall be entitled to charge the Buyer with the full cost of purchasing materials and manufacturing costs incurred by the Company up to the date of the purported cancellation.
2.7 If work on an order is suspended due to the Buyer’s instructions or lack of instructions the Company reserves the right to treat such circumstances as a cancellation of the Buyer’s order and provisions of 2.6 will apply.
2.8 The Company reserves the right to consider the Buyer’s order cancelled if any of the provisions outlined in 6.4 of this document come about.
2.9 The Buyer must ensure that the terms of its order and any applicable specification, parts lists, materials or services (including supplies from sub-contractors) are complete and accurate and made available to the Company as will enable them to proceed with the order and to continue manufacture without interruption. Any Confirmation of Order issued by the Buyer must be clearly marked as such otherwise it may be processed as a separate order
2.10 Any quotation is given on the basis that no contract will come into existence until the Company dispatches an Acknowledgement of Order to the Buyer. Any quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
2.11 The Buyer warrants that any specification, bill of material, gerber files or other material that it supplies to the Company and the Company’s use of such materials will not infringe the Copyright or other rights of any third party.
3. DESCRIPTION AND USE
3.1 The description of the Goods shall be as set out in the Company’s quotation and will include the Buyer’s Product description and a CSM Quote Reference Number QXXXX as a means of identification only.
4.1 Any dates specified by the Company for delivery of the Goods are intended to be estimated forecast dates and shall not be made of the essence by notice. If no dates are so specified, delivery will take place at the Buyer’s address within a reasonable time.
4.2 The Company operates a standard turnaround time of 20 working days from receipt of order and complete kit but can offer 5 / 10 / 15 working days prices on request.
4.3 The Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences, governmental consents or authorisations:
4.4.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence) the Goods will be deemed to have been delivered with an invoice for payment issued and the Company may store the Goods until delivery finally takes place, whereupon the Buyer will be liable for all related costs and expenses (including, storage and insurance).
5.1 The quantity of any consignment of Goods as recorded on the Advice Note by the Company upon despatch shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (or damage to the Goods in transit) unless written notice is given to the Company within 3 days of the date when the Goods would have normally have been received.
5.3 The Company will be entitled to with-hold delivery of any goods if any invoice issued is owing or overdue for payment or upon the invoicing of such goods the customer’s credit limit (if any) with us would be exceeded. Any credit limit would include the aggregate invoice value of all invoices issued to the customer by the Company and which are then outstanding including any unpaid accounts.
6.1 The Goods are at the risk of the Buyer from the time of delivery. Legal and beneficial title to the goods shall remain with the Company until such time as the Company has received payment for any other goods or services previously or subsequently supplied by the Company to the Buyer whereupon such title shall pass to the Buyer
6.2 Until ownership and title of the Goods has passed to the Buyer, the Buyer must:
6.2.1 hold the Goods on a fiduciary basis as the Company’s bailee and store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and maintain the Goods in a satisfactory condition keeping them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company;
6.3 The Buyer may resell the Goods before ownership has passed to it solely on the basis of any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and, any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.4 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator, or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.4.1 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7. Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s Quotation/offer and subsequent Acknowledgement of Order with the estimated forecast date of delivery. The price for the Goods shall be exclusive of Value Added Tax, delivery and insurance costs but will include standard Company packaging unless otherwise agreed.
8.1 Unless agreed otherwise with the Company, payment of the price for the Goods is due 30 days from date of invoice, time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds or cash. Company Bank details are available on request.
8.2 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
8.3 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid Court Order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.4 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to incur interest to the Company on such sum from the due date for payment at the annual rate of 5% above the Bank of England base lending rate accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 Overseas Buyers must make arrangements to pay in full in GBP Sterling the Company invoice by credit transfer in the month following the date of the invoice. Company Bank details are available on request.
9.1 Every effort to ensure that all goods are manufactured to specification is made by the Company and it is for the Buyer to ensure by tests or otherwise that the goods supplied are fit and suitable for the purpose for which the Buyer requires them in the conditions in which they will be used.
9.2 The Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods will be free from defects directly attributable to workmanship during manufacture;
9.2.1 for materials and components not manufactured by the Company but purchased on behalf of the Buyer such warranty as the manufacturer thereof give to us and as we may be able to enforce will be available to the Buyer as no such items are being warranted by us in any way.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of our Advice Note/Invoice; and
9.3.1 the Buyer makes any further use of such Goods after giving such notice and or the Buyer alters or repairs such Goods without the written consent of the Company.
9.4 Subject to conditions 9.3 if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods, or defective parts, or refund the price of such Goods or parts at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
9.5 Goods will be manufactured by the Company using Quality control processes and procedures in accordance with BS/EN/ISO9001-2008 Approval and other regulatory approvals that the Company may have at any time.
10. LIMITATION OF LIABILITY AND INDEMNITY
10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these Conditions, and, any representation statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
10.3 Subject to conditions 10.1 and 10.2 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the purchase price of the Goods and or services provided; and
10.3.1 where the Buyer supplies us with electronic components or other materials or parts for processing unless otherwise agreed in writing our liability for loss and/or damage shall in no circumstances exceed three times the contract price for processing and no claim will be considered for an amount of less than 2.5% of the value of the Free Issue materials as received by the Company
10.3.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.4 The Buyer undertakes that it will keep the Company fully indemnified against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Company on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of a Contract or out of any claim by a third party based on any facts which is substantiated would constitute such a breach.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
11.2 The Company may assign the Contract or any part of it to any person, firm or company.
12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1 All prices assume 100% 1st off inspection of assemblies for correctness of type, value and for workmanship quality during all stages of manufacture by the Company.
13.2 Any Free Issue Buyer supplied surface mount components are to be supplied to the Company taped and reeled where possible. Integrated circuits should be supplied in taped reels (preferred) or, in sticks/tubes or waffle trays. The Company requires a 2% attrition wastage allowance for all surface mounted components. Under exceptional circumstances, taped-only components may be accepted with prior written agreement.
13.3 It is assumed by the Company that Free Issue materials supplied by the Buyer are fit for purpose as the Company will not undergo any Goods Inwards Inspection. Where a component or assembly is deemed by the Buyer as safety-critical a valid certificate of conformity will be required by the Company.
13.4 Drawings, parts lists and data supplied by the Buyer to the Company as part of the contract shall be assumed as being correct with regards to its issue status for original and subsequent repeat orders until otherwise notified in writing by the Buyer.
13.5 All plant, tools, dies, jigs and other special equipment used in the manufacturing process shall remain the property of the Company whether or not a charge is made towards the cost although special arrangements may be negotiated for Buyers to retain exclusive use of designs or patterns.
13.6 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.7 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.8 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.9 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14. All communications between the parties about this Contract must be in writing delivered by hand or sent by pre-paid first class post or emailed to its registered office or such changed address as shall be notified to the Buyer in writing by the Company and vice versa
14.1 Communications shall be deemed to have been received if sent by first class post, 3 clear days (excluding Saturdays, Sundays and bank holidays) after posting and if delivered by hand or emailed, on the day of receipted delivery.