1.1 “Seller” means Metaltech Precision Limited.
1.2 “Buyer” means the person, firm or company purchasing the Goods.
1.3 “Goods” means the castings and/or related products supplied.
1.4 “Contract” means the agreement formed in accordance with clause 2.
1.5 “Incoterms” means Incoterms® 2020 published by the ICC.
2.1 These Conditions apply to all sales and supersede any terms submitted by the Buyer.
2.2 No order is binding until accepted in writing by the Seller.
2.3 Any quotation is valid for 30 days unless otherwise stated.
2.4 No variation is binding unless agreed in writing by the Seller.
3.1 Prices are exclusive of VAT and other taxes.
3.2 The Seller reserves the right to adjust prices to reflect:
• Changes to specifications and scope of supply
• Evidenced increases of more than 10% in raw material costs, exchange rate and energy
4.1 Payment terms: 30 days from invoice date unless otherwise agreed.
4.2 Interest on overdue sums shall accrue at 8% above the Bank of England base rate.
4.3 The Seller may suspend deliveries if payment is overdue.
4.4 The Buyer shall not set off or withhold payment.
5.1 Delivery shall be Ex Works (Incoterms® 2020) unless otherwise agreed in writing.
5.2 Risk passes in accordance with the agreed Incoterm.
5.3 Delivery dates are estimates only and time shall not be of the essence.
5.4 The Seller shall not be liable for delay caused by:
• Force majeure
• Material shortages
• Transport disruption
• Buyer delay or failure to provide information
5.5 If liquidated damages for delay are agreed in writing, they shall:
• Be the Buyer’s sole remedy for delay
• Not exceed 5% of the Contract price
6.1 Goods shall be supplied in standard commercial packaging suitable for the agreed Incoterm.
6.2 Where the Buyer specifies non-standard packaging requirements, such requirements must be notified at the time of quotation. The Seller may, at its discretion, agree to such requirements and shall price any additional cost as a separate line item in the quotation. The Seller shall not be obliged to accept any request for non-standard packaging made after order acceptance where, in the Seller’s reasonable opinion, such request would increase cost or cause delay. Where packaging is specified by the Buyer, the Seller shall have no liability for damage arising from the adequacy or suitability of such packaging.
6.3 Returnable packaging remains the property of the Seller and must be returned within 30 days carriage paid.
6.4 The Seller shall not be liable in any circumstances for deterioration, corrosion or damage occurring after risk has passed per the agreed Incoterms.
7.1 The Buyer shall inspect the Goods within 7 days of delivery.
7.2 Claims must be notified in writing within 7 days.
7.3 No Goods may be returned without the Seller’s written authorisation.
7.4 The Seller may repair, replace or refund defective Goods at its option.
7.5 This remedy is exclusive.
8.1 The Seller warrants that the Goods:
• Conform to the agreed specification or drawings; and
• Will be free from material defects for 12 months from delivery.
8.2 Except as expressly stated, all warranties, conditions and terms implied by statute or common law (including fitness for a particular purpose) are excluded to the fullest extent permitted by law.
8.3 The Seller shall not be liable for defects arising from:
• Further manufacturing processes (including but to limited to CNC machining) performed by the Buyer or its sub-contractors after the transfer of risk per the agreed Incoterms
• Improper installation
• Improper storage
• Modification without consent
• Normal wear and tear
9.1 Nothing limits liability for death or personal injury caused by negligence or fraud.
9.2 Subject to clause 9.1:
(a) The Seller shall not be liable for:
• Loss of profit
• Loss of production
• Loss of business
• Loss of contracts
• Indirect or consequential loss
(b) The Seller’s total liability shall not exceed 100% of the value of the Goods supplied under the relevant order.
10.1 Title in the Goods shall not pass until full payment has been received.
10.2 Until title passes, the Buyer shall:
• Store Goods separately
• Keep them identifiable
• Maintain them insured
10.3 The Seller may enter premises to recover Goods if payment is overdue.
11.1 Orders may not be cancelled or modified without the Seller’s written consent.
11.2 Where cancellation or modification is accepted, the Buyer shall indemnify the Seller against all costs incurred including:
• Raw materials
• Work in progress
• Programming
• Finished goods
• Tooling and pattern costs
• Subcontractor liabilities
• Loss of margin
11.3 Where Goods are substantially complete, the full Contract price shall be payable.
12.1.1 All patterns, tooling, moulds, dies, fixtures, gauges and related equipment manufactured or procured by the Seller (“Tooling”) shall remain the property of the Seller unless expressly agreed in writing that such Tooling is to be charged separately and transferred to the Buyer.
12.1.2 Where Tooling is separately charged to the Buyer, title shall not pass until full payment has been received in cleared funds.
12.1.3 Notwithstanding transfer of title, the Seller shall have the right to retain possession of the Tooling for the purpose of fulfilling the Buyer’s orders unless otherwise agreed in writing.
12.1.4 All intellectual property rights in Tooling design, manufacturing methods and process know-how shall remain the property of the Seller unless expressly assigned in writing.
12.1.5 Any statement as to expected tool life, output volume or number of impressions is an estimate only and is not a warranty or guarantee.
12.1.6 Routine maintenance and normal wear and tear repairs shall be chargeable to the Buyer unless otherwise agreed in writing.
12.1.7 Where Tooling requires refurbishment or replacement due to:
• Design changes requested by the Buyer;
• Wear that renders the tool unsuitable for use
• Changes in alloy or specification;
all associated costs shall be borne by the Buyer.
12.1.8 The Seller may suspend production pending written approval of repair or replacement costs.
12.1.9 Where no orders are placed in respect of Tooling for a continuous period of two (2) years, the Seller may:
• Require the Buyer to collect the Tooling within 30 days; or
• Dispose of the Tooling without liability.
• Charge a commercially reasonable monthly storage fee
Prior to disposal, the Seller shall give reasonable written notice to the Buyer.
12.1.10 Where tooling, patterns, moulds, dies or other production equipment (“Tooling”) has been separately charged, paid for in full and ownership has passed to the Buyer, the Seller shall:
• clearly label such Tooling as the property of the Buyer;
• store such Tooling separately from tooling owned by the Seller or other customers, or otherwise keep it clearly identifiable; and
• use such Tooling solely for the manufacture of Goods for the Buyer and for no other customer or purpose without the Buyer’s prior written consent.
The Seller shall exercise reasonable skill and care in the custody and storage of Buyer-owned Tooling but shall not be liable for fair wear and tear, deterioration over time, or loss or damage except where directly caused by the Seller’s proven negligence.
12.1.11 The Seller shall not be obliged to release Tooling while any sums remain outstanding.
12.2.1 Where the Buyer supplies patterns, equipment or tooling, the Seller’s quotation and acceptance of order are given on the basis that such items:
• Are in good condition;
• Conform accurately to the relevant drawings and specifications;
• Are suitable for the Seller’s methods of manufacture; and
• Are capable of producing the required quantities.
12.2.2 The Seller shall not be liable for defects in the Goods arising from defects in or unsuitability of Buyer-supplied patterns. The Buyer shall indemnify the Seller against all loss, damage, scrap, delay or additional cost arising from defective or unsuitable Buyer-supplied patterns.
12.2.3 The Seller reserves the right to reject or suspend use of any pattern that is, in its opinion, unsuitable for production.
12.2.4 If Buyer-owned tooling is held by the Seller:
• It is held at Buyer’s risk
• Storage charges may apply after 12 months of inactivity
• The Seller may dispose of tooling after reasonable notice
12.2.5 Replacement, modification or repair of Buyer-owned patterns due to normal wear and tear shall be chargeable to the Buyer.
13.1 The Seller shall not be liable for failure or delay caused by:
• Acts of God
• War or terrorism
• Industrial disputes
• Energy shortages
• Raw material shortages
• Transport disruption
• Government action
13.2 If such event continues for more than 90 days, either party may cancel the affected order, subject to clause 11.2, by giving written notice to the other party.
14.1 The Buyer warrants that manufacture of Goods to its specification does not infringe third party rights.
14.2 The Buyer shall indemnify the Seller against claims arising from such infringement.
15.1 The Buyer shall comply with all applicable export control laws.
15.2 The Seller may suspend supply if compliance concerns arise.
16.1 The Seller may terminate immediately if the Buyer:
• Becomes insolvent
• Fails to pay
• Commits material breach
16.2 Termination does not affect accrued rights.
17.1 Due to the nature of the manufacturing processes, production yields may vary and a reasonable level of scrap is inherent in the process. Accordingly, the Seller reserves the right to deliver and invoice a quantity of Goods up to ten per cent (10%) more or less than the quantity ordered. The quantity delivered shall be deemed to be the quantity ordered for all contractual purposes, and the Buyer shall accept and pay for the actual quantity delivered at the applicable unit price.
17.2 Delivery of such tolerance quantity shall not constitute a breach of contract and shall not entitle the Buyer to reject the Goods.
18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, technical processes, specifications, drawings, tooling designs, pricing or know-how of the other party (“Confidential Information”), except as permitted by clause 18.2.
18.2 Each party may disclose the other party’s Confidential Information:
• to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of performing the Contract, provided that such persons are subject to confidentiality obligations no less onerous than those set out herein; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Confidential Information shall not include information that:
• is or becomes publicly available other than through a breach of this clause;
• was lawfully in the receiving party’s possession before disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction; or
• is independently developed without use of or reference to the disclosing party’s Confidential Information.
18.4 No party shall use the other party’s Confidential Information for any purpose other than the performance of the Contract.
18.5 The obligations under this clause shall survive termination or expiry of the Contract for a period of five (5) years.
19.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
19.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of the Contract.
19.3 If any provision or part-provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
The Contract constitutes the entire agreement between the parties and supersedes all prior representations, negotiations and understandings.
21.1 In the event of any dispute or claim arising out of or in connection with the supply of Goods or Services, the parties shall first attempt to resolve the matter promptly and in good faith through negotiations between duly authorised representatives of each party. If the dispute cannot be resolved through such negotiations within a reasonable period;
21.2 The Contract shall be governed by the laws of England and Wales.
21.3 The courts of England and Wales shall have exclusive jurisdiction.
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