Terms and Conditions
RADER International Limited, and ALL Licencees and Affiliates (hereinafter referred to as the Seller), enters into contracts of sale only upon the basis that the conditions set out below govern the contract. No variation of these conditions will alter the contractual liability of the Seller unless such variation is in writing, signed by a duly authorised officer or employee of the Seller.
STANDARD CONDITIONS OF SALE
Where a prospective Buyer submits an order to the Seller, the issue to that party of the Seller’s acknowledgement of order form shall constitute the terms of an offer upon the basis of which the Seller is willing to contract, and the terms subject to which any such “order” was submitted, shall be of no effect. Acceptance of goods or services delivered pursuant to such an acknowledgement of order shall a contract incorporating only the terms set out in this document.
Prices are based on the Seller’s costs and expenses and shall be those ruling at the date of invoice and charge. The Seller reserves the right between the date of acceptance of order and the date of invoice to increase prices to cover increases in the Seller’s costs and expenses incurred in performing the contract and to invoice at the price prevailing at the date of invoice.
3. Terms of Payments:
Prices are quoted net. Terms of settlement are strictly net cash payable upon immediate receipt of the goods or services being invoiced unless otherwise agreed and acknowledged. The Seller reserves the right to charge interest on any unpaid balances.
a) All delivery and completion dates are approximate but the Seller will make every effort to meet the delivery and completion date indicated and in the event of delayed delivery, the Seller shall not be liable for loss or damage of whatever nature arising therefrom.
b) In the event of failure by the Buyer to accept a delivery or delayed delivery, the Seller shall have the right to cancel such delivery and all other outstanding deliveries and to charge the Buyer with any loss of profit suffered and expense incurred.
c) Each part delivery shall be considered a separate transaction which will not affect the rights or liabilities of either party under the contract as to the remaining deliveries.
d) Non-delivery or delayed delivery due to war, civil commotion, strikes, lock-outs, machine breakdown, fire, force majeure or any cause whatever beyond the Seller’s control will not involve liability on the part of the Seller, and the Seller shall be entitled at his option either to cancel the order or any part thereof or to an extension of time for delivery corresponding to the duration of the event causing the delay.
5. Retention of Title Clause:
a) The ownership of the goods supplied hereunder by the Seller will only be transferred to the Buyer when he has paid the Seller in full for the goods but the risk in the goods and all liability to Third Parties in respect thereof shall pass to the Buyer on delivery;
b)The risk and liability to the Third Parties in respect of the New Articles shall be the Buyers, and
c) The Buyer may sell the goods and new articles in the normal course of its business but shall pursue claims for and hold the entire proceeds of their sale as a fiduciary on behalf of the Seller upon terms that the entire proceeds of sale are held in trust for the Seller and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Seller’s monies.
6. Damage, Deficiencies or Consequential Loss:
No claim for damage, deficient receipt or loss will be considered unless notice in writing is to the Seller from the Buyer within the following time limits:-
a) Damage or consequential loss – within 24 hours of receipt.
b) Non-delivery of a consignment – within 3 days of receipt of the reminder of the consignment.
The Buyer’s failure to give notice of any claim for damage, poor workmanship or consequential loss in accordance with the above provisions shall constitute an unqualified acceptance of the goods forming such consignment and a waiver by the Buyer of all claims in connection therewith.
7. Liability for Defective Products and Technical Assistance:
In view of the difficulty and cost of insuring against liability for defective products, where it is proved that the goods sold by the Seller are defective, unfit for the Buyer’s purpose or otherwise do not conform to the contract, if paid in full ONLY, the following provisions LIMIT THE LIABILITY OF THE SELLER. Buyers are asked to note that the prices quoted reflect savings made possible to the Seller in its insurance premiums by virtue of these provisions:-
a) Death, personal injury: liability is not excluded.
b) Loss or damage other than death or personal injury: - the Seller’s liability is limited to replacement of goods shown to be defective and the Seller accepts no liability for loss, damage, interruption of vehicle usage, loss of profits or other consequential loss, whether it is caused by the negligence of the Seller, its Licencees, servants or agents, or by any other cause, in the processing, coating or delivery of the goods. Any condition, warranty or other stipulation as to the quality of the goods or their fitness for any purpose incorporated by Statute Common Law or otherwise, is excluded.
c) Technical advice or assistance where the Seller provides technical advice, design or assistance to a prospective or actual Buyer, such advice is given with the limitation of liability as though it were a contract of sale and governed by the terms of sub-clause b) hereof.
d) In ALL cases, RADER International Limited is offering a ‘Remanufacturing Service’. By definition, a small portion of the original product is removed, and by employing the same techniques as OEM’s and within known limits of safety tolerance.
The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses for which the Seller may become liable through any work to be done in accordance with the Buyer’s specification which is an infringement of a Patent, Copyright or Registered Design.
9. Special Products:
In the event that the Buyer cancels an order for goods made up specifically at the request of the Buyer or comprising goods not customarily stocked by the Seller the Buyer shall pay upon cancellation as liquidated damages the Seller’s published price for such goods as are completed at cancellation and an equitable price for such goods as are in process at cancellation based upon the Seller’s costs, expenses and profit reasonably expected and incurred in processing such goods and in accordance with the degree of process attained.
If the Buyer shall make default in or commit a breach of the contract or any other of his obligations to the Seller or if the Buyer shall become insolvent or bankrupt or make any composition with Creditor or being a Company shall have a Receiver appointed or enter into liquidation either voluntary or compulsory or if any execution or distress shall be levied against the Buyer’s goods the Seller shall have the right to determine any contract then subsisting without giving prior notice to the Buyer but without prejudice to all rights and remedies of the Seller herein and the Buyer shall recompense the Seller in full for all damages and losses incurred by the Seller as a result.
11. Discretionary Compensation on Contract completion, (paid in full):
RADER International Limited reserves the right to discretionary compensation under special circumstances. This is limited to, a) replacement of goods, ‘like for like’, in original condition as presented, b) compensation or part compensation of consequential costs on presentaion of original receipts, c) contribution in exchange for original goods and services supplied, to the fair market pre-owned price, towards new replacement goods ONLY after, ‘betterment’, contribution by the Buyer AND if purchased through the Seller.