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Terms and Conditions

Terms and Conditions – JADE Non-Ferrous Metals Ltd.

1. Definitions

In these conditions
a. ‘the Seller’ means Jade Non Ferrous Metals Ltd.

b. ‘the Buyer’ means the person, firm or company who places an order with the Seller for the manufacture and/or supply of any goods.

c. ‘the Goods’ means the products manufactured and/or supplied by the Seller which are the subject of an order or orders placed by the Buyer with the Seller.

2. Contracted Terms

a. These conditions will apply to all contracts for the sale of goods by the Seller to the exclusion (unless otherwise agreed in writing and signed by or on behalf of the Seller) of all other conditions express or implied in particular (but without prejudice to the generality of the foregoing):

b. No variation, cancellation or waiver of these conditions shall be of any effect unless made in writing signed by a duly authorised representative of the Seller and the Buyer.

c. Typographical or clerical or omissions shall be subject to correction.

d. Where the Seller agrees to provide an installation and/or commissioning service in addition to the Sale of the Goods, these conditions shall apply only to the part of the transaction relating to the Sale, and the installation and/or commissioning shall be governed by a separate set of conditions.

e. The Buyer must notify the Seller within seven days of the date of the Seller’s acceptance of acknowledgment or order if such acceptance or acknowledgment does not accurately confirm the Buyer’s order, failing which the Buyer will be bound by the terms of the acknowledgment.

3. Creations of Contractual Relations

Unless previously withdrawn, the Seller’s quotations and tender shall remain valid for the period stated therein or if no period is stated, for 30 days. The Seller’s offers, estimates, quotations, tenders and price lists are invitations to treat only. All orders must be in writing and must be accompanied by sufficient information to enable the Seller to proceed without delay with the execution of the order. All orders require the Seller’s acceptance in writing in order to create a contract. Any such acceptance shall never the less be subject to the Buyer’s credit being approved and to cancellation without liability at the instance of the Seller, should the Seller subsequently find the Buyer’s credit inadequate.

4. Prices

a. All prices include only such goods, accessories and work as specified in the quotation and are for the quantities therein expressed. If the Buyer shall request any variation in quantity the price may be varied accordingly.

b. Unless otherwise specified, prices quoted do not include Value Added Tax which will be added at the rate prevailing at the appropriate tax point.

c. Unless otherwise specified, prices quoted do not include carriage which will be charged at extra cost. Where the quoted prices do include carriage, the Seller shall determine the route and method of carriage and any special requirements of the Buyer shall be subject to additional charge.

d. Unless otherwise specified, prices do include the Seller’s and/or its supplier’s standard non-returnable packaging. It is the Buyer’s responsibility to dispose of all packaging after delivery.

e. At any time before delivery has been completed, the Seller shall be entitled to vary the price of the Goods to take into account all or any of the following factors:

f. In relation to an export order, the Buyer shall be solely responsible for the payment of all import duties, charges and assessments and the obtaining of the necessary export and import licenses in the respect of the goods and the Seller shall be under no liability whatsoever in respect of goods exported without the necessary export and import licenses.

5. Payment

Unless otherwise agreed in writing by the Seller, payment shall be made without deduction at or before the end of the month following the month in which the date of the invoice falls. Payment shall be made in sterling to the Seller at its registered office. Time of payment shall be the essence of all contracts. In default of payment on the due date, the Seller, without prejudice to its rights here under, shall have the right to charge the Buyer interest on the overdue payment at the rate of 2% above the base bank rate paid by Jade Non-Ferrous Metals Limited from the date payment was due, until the date payment is made to the Seller. The Seller shall at its discretion (without prejudice to its rights to treat the contract as repudiated and claim damages) be entitled to withhold despatch of the Goods or any of them until all monies owing to the Seller by the Buyer have been paid in full.

6. Passing of Risk

The risk in the Goods shall, subject to clause 9b of these conditions, pass to the Buyer on delivery to the Buyer or (if appropriate) to the Buyer’s carrier. Where goods are sold FOB and CIF all risk of loss or damage in transit shall pass to the Buyer when goods are placed on board ship or vessel, not withstanding that the property in the goods may not have passed to the Buyer and the Seller shall be under no obligation to give the Buyer notice specified in Section 32(3) of the Sale of Goods Act 1979.

7. Passing or Ownership

Until payment in full for all goods sold by the Seller to the Buyer (whether under this or any other contract) has been received by the Seller:

8. Delivery

a. Time of delivery shall not be the essence of the contract. The period quoted for delivery commences from the date of order acknowledgement, but is an estimate only. Whilst the Seller shall use reasonable commercial endeavours to deliver the goods by the date (if any) specified on the order acknowledgement, it shall not be liable in any way for delay in delivery from any cause whatsoever and howsoever arising nor shall such delay entitle the Buyer to reject the Goods or treat the contract as repudiated or render the Seller liable for damages in any way.

b. Where delivery charges are specified, the Seller nevertheless reserves the right to make an additional charge for loading, delivery or offloading outside the hours 8.00 a.m. to 5.00 p.m Monday to Friday or in the event of any special arrangement of whatever nature being required.

c. The Seller shall have the right to despatch any portion(s) of the goods covered by the contract and to invoice the Buyer for such portion(s) so despatched on the same terms and conditions which are contained herein.

d. The Buyer must inform the Seller of the detailed delivery arrangements in advance and provide due warning and notice of any changes in such arrangements.

9. Non-Acceptance by Buyer

a. If the Buyer fails to take or accept delivery of the Goods (or any part of them) by the date specified for taking up or delivery then:

b. During the period of any storage of the Goods or any part of them by the Seller as contemplated by sub-clause (a)II of the Clause 9, such Goods shall be at the risk of the Buyer.

10. Loss or Damage in Transit and Non-Delivery of Goods

a. No responsibility will be accepted by the Seller for any shortage or damage occurring in transit unless:

b. No responsibility will be accepted by the Seller for non-delivery of the Goods unless the Buyer makes a claim in writing providing full particulars to the Seller at its registered office and (where appropriate) the carrier not less than fourteen and not more that twenty-eight days after the date of the Seller’s advice note.

11. Dies

12. Cancellation and Variation

No cancellation or variation of an order by the Buyer shall be effective unless made in writing to the Seller at its registered office and until accepted in writing by an authorised representative of the Seller at its registered office. The Seller reserves the right to refuse to accept such cancellation or variation or to accept cancellation or variation subject to such conditions as the Seller may determine.
Acceptance by the Seller shall be subject to payment by the Buyer of such cancellation or variation charges as the Seller shall deem reasonable. Such charges shall take into account expenses incurred and commitments made by the Seller and all other losses due to such cancellation or variation.

13. Force Majeure

Should any event occur whether at the Seller’s plant or otherwise, which is beyond the control of the Seller such as by way of example industrial action or dispute (including strike or lock out) shortage of materials, act of God, war, fire, flood, drought, breakdown of instructions or lack of instructions from the Buyer and the performance of this Contract prevented or delayed:

a. Without prejudice to its rights in the event or breach of contract by the Buyer, the Seller reserves the right to cancel delivery or other performance of the Seller’s obligations under any contract in whole or part and in the event of the Seller exercising such right the Seller’s liability shall be limited to the repayment to the Buyer (without interest) of any part of the purchase or contract less any expenses incurred by the Seller down to the date of cancellation in part performance of the contract. If such election is made, the Buyer shall be liable to pay to the Seller cancellation charges in accordance with Clause 11 of these conditions or allow the order to remain on the books of the Seller and to be completed as some later date at an adjusted price to be determined by the Seller.

14. Guarantee and Limitation of Liability

The Seller agrees that it will at its own expense report or replace (at its discretion) any of the Goods which are shown within 60 days of delivery to the Buyer to be defective in materials or workmanship. The Seller makes no other representations or warranties in relation to the goods. All other conditions express or implied, statutory or otherwise are hereby expressly excluded and (to the extent that it is permitted by law), the Seller hereby excludes its liability for any loss or damages (other than for death or personal injury resulting from negligence of the Seller) suffered by the Buyer in connection with the Goods or their use. In particular (but without prejudice to the generality of the foregoing) the Seller accepts no responsibility for faults or defects caused by improper installation, alterations, modifications or reports being carried out by persons other than the Seller or the Seller’s authorised representative, wear and tear, operation other than in accordance with procedure prescribed by the Seller, or for any consequential losses whatsoever resulting from the failure (for whatever reason) of the goods to operate.

15. Indemnity

The Buyer shall indemnify the Seller against all claims, demands, damages, penalties costs and expenses for which the Seller may become liable by reason of the infringement or alleged infringements of any letters, patent registered design, trade mark, copyright (including design copyright) or any other industrial property right arising out of the Seller’s performance of the Contract in accordance with the Buyer’s specifications.

16. Copyright, Confidentiality and Patents

17. Waiver

No waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach.

18. Severability

Any provisions of the Conditions which in any way now or subsequently contravene the law shall be deemed severable and shall not affect any other provisions herein.

19. Governing Law

Any contract of which these Conditions form part shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

20. Notices

Any notices required to be served hereunder shall be deemed to be properly served if sent by prepaid registered or recorded delivery post to the last known address of the party to be served and shall be deemed to be duly served the day following the date of posting.

21. Clause Headings

The clause headings shall not affect the interpretation of these conditions.