Terms & Conditions

The Purchaser’s attention is drawn particularly to the limits on our liability in clause 7 of these Conditions

1. Definitions and Basis of Contract

• (a) Definitions and Interpretation:
  • Conditions: these terms and conditions set out in clause 1 to clause 16 (inclusive).
  • Contract: the contract between us and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
  • Goods: the goods (or any part of them), as set out in the Order.
  • Order: an order for the Goods submitted by the Purchaser in accordance with these Conditions.
  • Order Acknowledgement: our written acceptance of an Order.
  • Purchaser: the person, firm, company or other organisation who purchases the Goods from us.
  • Specification: the specification for the Goods, including any related plans and drawings that are agreed in writing by the Purchaser and us as referenced in the Order and confirmed in our Order Acknowledgement.
  • We, us or our: Precision Ceramics Limited.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • Clause headings in these Conditions are for convenience only.
• (b) These Conditions shall apply to all quotations and all orders and contracts for the manufacture or sale of Goods by us to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• (c) The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. An Order shall only be deemed to be accepted when we issue an Order Acknowledgement, at which point the Contract shall come into existence.
• (d) Except as expressly set out in these Conditions, the Contract may be cancelled by the Purchaser only with our written consent on terms which indemnify us for all loss we incur as a result of cancellation including:
  • i. the full cost of parts manufactured or in the course of manufacture, less scrap value;
  • ii. the full cost of material in stock, less scrap value; and
  • iii. any cancellation charge suffered by us in relation to the cancellation of outstanding material, specific tooling or other materials commitments relating to the Contract.

2. Documents

• (a) Unless otherwise stipulated in our Order Acknowledgement all descriptions, illustrations, drawings, estimates of performance, weights and measures or other specifications provided are approximate only.

• (b) We reserve the right at any time to correct clerical or technical errors in any contract documents without liability on our part.

• (c) We take no responsibility for complying with specifications or drawings other than the Specification and it shall be the Purchaser’s responsibility to ensure the Specification is correct.

• (d) Unless otherwise agreed with the purchaser, components will be delivered against the Precision Ceramics General Machining Specification, PR-GP-01-F, which outlines general tolerances and inspection details. This specification can be provided upon request.

3. Prices

• (a) All prices contained in quotations and Order Acknowledgements are based upon the prices applicable at the date of quotation or acknowledgement.
• (b) Prices are subject to alteration by us without prior notice and all Orders are accepted on the basis that Goods will be invoiced at the price applicable at the date of despatch.
• (c) We reserve the right to impose a minimum Order charge of £350 or €400 (excluding VAT).
• (d) Unless otherwise stipulated in the Contract, carriage will be paid by us. Carriage on all other deliveries will be charged to the Purchaser. No allowance will be made to the Purchase for carriage where the Goods are collected from our works by or on behalf of the Purchaser.
• (e) All prices quoted are exclusive of Value Added Tax.

4. Terms Of Payment

• (a) Unless otherwise stipulated in our Order Acknowledgement each invoice shall be paid in full in cleared funds within 30 days from the date of invoice.
• (b) Time for payment shall be of the essence.
• (c) Should the Purchaser fail to pay any amount on the due date we shall be entitled to interest on any amount overdue at the rate of 8% above the Bank of England Base rate, from the due date to the date of payment whether before or after judgment.
• (d) All amounts due from the Purchaser under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5. Time for Despatch

• All times for despatch and delivery stated in the Contract are estimates only. We shall use reasonable endeavours to effect despatch or delivery at any stated time. but we shall have no liability for any loss or damage arising from late despatch or delivery, whether due to our default or not, nor shall such late despatch or delivery be deemed to be a breach of the Contract.

6. Delivery and Risk in Goods

• (a) Where we are responsible for delivery of Goods, the Purchaser shall accept delivery of the Goods on arrival at the delivery location, when risk in the Goods shall pass to the Purchaser. The Purchaser shall notify us and the carrier in writing (separately) of damage in transit, mis-delivery, or quantity discrepancy immediately on arrival. The Purchaser shall notify us and the carrier in writing (separately) of non-delivery within 6 days (where delivery is by post), or 5 days (in all other cases), in each case from the date of despatch to the Purchaser.
• (b) Where we are responsible for delivering Goods, risk in the Goods shall pass on completion of delivery or (where an Incoterm is stated in the Contract) in accordance with the applicable Incoterm.
• (c) Where Goods are collected by or on behalf of the Purchaser, risk in the Goods shall pass to the Purchaser on delivery to the Purchaser’s carrier.
• (d) Without prejudice to our other rights, if the Purchaser fails to provide us with delivery or collection instructions within 30 days after our notification that the Goods are ready for despatch, or fails to accept delivery or to collect the Goods, we shall be entitled at the Purchaser’s risk and expense to store the Goods and/or to procure or effect storage of the Goods elsewhere and to charge the Purchaser for such storage. Goods so stored shall be invoiced and paid for by the Purchaser as if they had been delivered.
• (e) The Purchaser shall ensure that any necessary unloading facilities will be available at the place of delivery.
• (f) We shall be under no obligation to give the Purchaser notice under Section 32(3) of the Sale of Goods Act 1979.
• (g) We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
• (h) We reserve the right to deliver Goods to within +/- 10% of the quantity or weight specified in the Order and payment shall be made for the actual quantity supplied pro-rata.

7. Faults, Defects and Liability

• a) We warrant that on delivery the Goods will conform in all material respects with their description and the Specification and be free from significant material defects in workmanship and materials.
• (b) On receipt of the Goods the Purchaser shall immediately examine them and shall notify us in writing within 7 days of receipt of any faults or defects apparent on a visual inspection. All non-visual faults or defects shall be notified to us in writing within 30 days of receipt of the Goods.
• (c) Subject to:
  • i. our receiving notice under clause 7(b) or 6(a) as appropriate;
  • ii. the Goods concerned being returned to us within 10 days of such notification; and
  • iii. the fault, defect, damage in transit or discrepancy being established to our satisfaction, we shall use our best endeavours to repair or replace the Goods (at our option), make up any shortage or (if we do not repair or replace the Goods or make up a shortage) we shall credit the price of the Goods concerned. All Goods replaced hereunder remain our property.
• (d) We shall not be liable to repair, replace or give credit for Goods or make up any shortage:
  • i. unless we are notified in accordance with clause 6(a) or 7(b) as applicable;
  • ii. in respect of any Goods which the Purchaser or any third party has without our previous written consent modified or repaired;
  • iii. if the faults or defects were caused by incorrect or negligent handling by the Purchaser or any third party; or
  • iv. if the faults or defects constitute or were caused by wear and tear or were caused by accidental or deliberate damage to the Goods.
• (e) The warranty contained in this clause 7 is in lieu of all conditions, warranties or other terms implied by statute or common law all of which are excluded from the Contract to the fullest extent permitted by law.
• (f) Subject to clause 7(h) we shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any loss of profit, loss of revenue, loss of business, loss of production, loss of use, loss or corruption of data, loss of anticipated use, loss of anticipated savings or depletion of goodwill (in each case whether such loss is direct, indirect or consequential), or for any consequential loss in connection with the Contract.
• (g) Subject to clause 7(h) our total liability in contract, tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract (including any liability for liquidated damages) shall be limited to an amount equal to the price of the Goods.
• (h) Nothing in these Conditions shall limit or exclude our liability for negligently caused injury or death, fraud or any matter for which liability cannot be lawfully limited or excluded.

8. Returns 

• Subject to clauses 6 and 7 Goods once dispatched may not be returned without our written consent and (if we consent) subject to credit being given at invoice value.  Goods returned must be adequately packed clearly identified and carriage paid.

9. Property and Goods

• Until full payment has been received by us in cleared funds for the Goods and any other goods supplied by us to the Purchaser:

• (a) Title to the Goods shall remain with us;
• (b) The Purchaser shall store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as our property;
• (c) The Purchaser shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (d) The Purchaser shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
• (e) Subject to clauses 9(f) and 9(g) the Purchaser may sell or use the Goods in the ordinary course of business before we receive payment for the Goods. However, if the Purchaser resells the Goods before that time, it does so as principal and not as our agent and title to the Goods shall pass from us to the Purchaser immediately before the time at which the resale occurs.
• (f) We may at any time terminate the Purchaser’s right to resell or use the Goods under clause 9(e) by notice to the Purchaser if the Purchaser fails to pay any amount due to us on the due date for payment, or if we have any doubts as to the solvency of the Purchaser.
• (g) The Purchaser’s right to resell or use the Goods under clause 9(e) shall automatically terminate if any events set out in clause13(a) occurs.
• (h) Upon termination of the Purchaser’s right to resell or use Goods under clause 9(e) the Purchaser shall make the Goods available for collection by us and we shall be entitled to enter upon any premises for the purpose of removing the Goods.

10. Force Majeure

• Notwithstanding any other provision of these Conditions, we shall not be deemed to be in breach of the Contract or otherwise liable for any default or delay in performance of any obligations under the Contract if and to the extent the default or delay is caused by any circumstances beyond our reasonable control including Act of God, war, strike, lock-out or other labour dispute, fire, flood, drought, pandemic, epidemic, government action or legislation, or breakdown of machinery.

11. Indemnity

• The Purchaser shall indemnify us against all actions, claims, demands, penalties, loss, damages and costs arising out of or in connection with any claim by any third party for infringement or alleged infringement of any intellectual property rights arising out of or in connection with the manufacture and supply of Goods in accordance with the Purchaser’s specifications or designs.

12. Health and Safety at Work

• We will make available upon request information on the design and installation of the Goods to ensure that as far as reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Purchaser to comply with its legal obligations and to take such steps as are necessary to ensure that proper information relevant to the Goods is made available to any person to whom the Purchaser supplies them.

13. Termination

• (a) Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Purchaser if:

  • i. the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so;

  • ii. in relation to the Purchaser any step or action is taken in connection with its entering administration, liquidation or making any composition or arrangement with its creditors, obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or if an administrator, liquidator or receiver are appointed, or if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  • iii. the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  • iv. the Purchaser’s financial position deteriorates such that in our opinion its ability to give effect to the terms of the Contract is in jeopardy.

• (b) Without limiting our other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between the Purchaser and us if the Purchaser becomes subject to any of the events listed in clause 13 (a)(ii), 13(a)(iii) or 13(a)(iv), or we reasonably believe that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.
• (c) Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract on the due date for payment.
• (d) On termination of the Contract for any reason the Purchaser shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by the Purchaser immediately on receipt.
• (e) Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
• (f) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14. Law and Jurisdiction

• The Contract shall be governed by English law and in relation to any disputes arising under or in connection with the Contract the parties agree to the exclusive jurisdiction of the English courts.

15. Confidentiality

• a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15 (b).
• (b) Each party may disclose the other party’s confidential information:
  • i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
  • ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. General

• (a) The Purchaser may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.

• (b) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

• (c) No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representative).

• (d) No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedied.

• (e) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause, 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.