Terms and Conditions

Terms & Conditions

  1.  WARRANTY S S White Technologies UK Limited warrants that each product to be delivered hereunder will be of the kind designated or specified and no other warranty except of title, shall be implied. The conditions of any tests shall be mutually agreed upon and S S White Technologies UK Limited shall be notified of and may be represented at all tests that may be made. If any product delivered hereunder fails to conform to the specifications or to be of the kind designated prior to the date which is 60 days from the date of shipment or prior to the date of use or resale of the product by the Purchaser whichever date sooner occurs, and if the Purchaser shall notify S S White Technologies UK Limited thereof immediately, S S White Technologies UK Limited shall thereupon correct the defect or defects by making available a repaired or replacement product. The liability of S S White Technologies UK Limited (except as to title) arising out of the supplying of the said product or its use, whether by warranty, contract, negligence or otherwise shall not in any case exceed the cost of repairing defects in the product or replacing the product as herein provided, and upon the expiration of the applicable warranty period specified herein, all such liability shall terminate. The foregoing shall constitute the sole and exclusive remedy of the Purchaser and the sole and exclusive liability of S S White Technologies UK Limited. THE WARRANTIES STATED IN THIS PARAGRAPH ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE) WRITTEN OR ORAL, STATUTORY EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PURPOSE. Nothing herein shall be deemed to seek to exclude S S White Technologies UK Limited´s liability in respect of death or personal injury arising out of the negligence of S S White Technologies UK Limited.
  2. TOOLS Tools, dies and fixtures used in the manufacture of products hereunder are quoted and billed separately as ´Expendable Tooling´ and shall remain the property of S S White Technologies UK Limited. S S White Technologies UK Limited will for a period of time ending one year after the date of completion of the Purchaser´s most recent production order maintain all such tools, dies, and fixtures in its possession and in addition to fill additional orders.
  3.  PATENTS a) The Purchaser shall indemnify S S White Technologies UK Limited against all damages, penalties, costs and expenses to which S S White Technologies UK Limited may become liable as a result of compliance with the Purchaser´s specifications, designs or instructions which involve the infringement of any letters patent, registered design, trade mark or copyright. b) Except as otherwise provided in Clause 3(a) hereof S S White Technologies UK Limited shall defend any suit or proceeding brought against the Purchaser so far as based on a claim that any product or any part thereof furnished under this Contract constitutes an infringement of any patent provided that the Purchaser notifies S S White Technologies UK Limited promptly in writing and gives authority information and assistance (at S S White Technologies UK Limited´s expense) for the defence of the said suit or proceeding. S S White Technologies UK Limited shall pay all damages and costs awarded therein against the Purchaser. In case the said product or any part thereof is in such proceedings held to constitute an infringement of a patent S S White Technologies UK Limited shall at its own expense and its option either procure for the Purchaser the right to continue using the said product or part or replace the same with a non-infringing product or part or modify it so it becomes non-infringing or remove the said product or part and refund the purchase price. S S White Technologies UK Limited shall however in no event be liable for any use made by the Purchase of the product furnished hereunder. This Clause states the entire liability of S S White Technologies UK Limited for patent infringements by the said product or any part thereof.
  4. DELIVERY a) EX – Works – unless otherwise specifically provided in writing, upon delivery to the carrier all risk of loss or damage shall pass to the Purchaser whose responsibility it shall be to make claims against the carrier. (If parties wish seller to be responsible for the loading of the goods on departure and to bear the risk and all costs of such loading, this must be made clear by adding explicit wording to this effect in the contract of sale.) b) FCA – unless otherwise specifically provided in writing, upon delivery to the purchasers designated carrier at a clearly defined location, all risk of loss or damage shall pass to the Purchaser whose responsibility it shall be to make claims against the purchasers carrier. c) CPT – the seller pays for the carriage and transfer of risk is upon the goods being signed for at the purchasers confirmed place of delivery. d) Shipping dates are approximate and are based upon the prompt receipt of all necessary information.
  5. FORCE MAJEURE S S White Technologies UK Limited shall not be liable for delay in delivery or failure to manufacture, due to causes beyond its reasonable control, or due to acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fire, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, inability due to causes beyond its reasonable control to obtain necessary labour, materials, or manufacturing facilities, or due to any other commercial impracticability. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. The due performance of the Contract is subject to cancellation by S S White Technologies UK Limited or to such variation as it may find necessary as a result of inability to secure labour, materials, or supplies or as a result of any act of God, war, strike, lockout, or other labour dispute, fire, flood, drought, legislation or other clause (whether of the foregoing class or not) beyond the control of S S White Technologies UK Limited.
  6. PRICES AND QUOTATIONSa) Prices are those in effect at the time an order is accepted by S S White Technologies UK Limited, except that if the Purchaser specifies delivery beyond 30 days from the date of the order, prices shall be the prices in effect at the date of delivery.
    b) If the work covered by the purchase order is delayed or cancelled by the Purchaser, payments for that portion of the work completed at the date request for delay or cancellation is received from the Purchaser shall be made based on the purchase price and the percentage of completion. In the event that the delay or cancellation extends beyond 30 days from the date of order, goods shall be billed at those prices in effect at the date of delivery.
    c) Any quotation issued by S S White Technologies UK Limited shall be valid for 30 days. Thereafter S S White Technologies UK Limited reserves the right to vary or cancel its quotation.
    d) S S White Technologies UK Limited reserves the right to apply a surcharge to small orders.
  7. PAYMENTS AND PASSING OF OWNERSHIP
    a) Each contract shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If delivery is delayed by the Purchaser, payments shall become due on the date when S S White Technologies UK Limited is prepared to make delivery. Products held for the Purchaser shall be at the risk and expense of the Purchaser.
    b) Unless other terms are agreed in writing between the parties payment shall be made to S S White Technologies UK Limited within 30 days from the date of invoice. If payment is not made on these terms or such other terms agreed between the parties then S S White Technologies UK Limited without prejudice to any rights it shall be entitled to suspend any further deliveries of goods to the Purchaser.
    c) If payment from customer remains unpaid, as per current terms agreed by S S White Technologies UK Limited, S S White Technologies UK Limited has the right to charge daily interest of 8% on top of all others costs incurred in recovering the outstanding debt which includes the late payment charges allowable by late payment legislation.
  8. RETENTION OF TITLE
    8.1 The property (both legal and equitable) in the goods supplied under this Contract (in this Clause 8 referred to as ´the Contract Goods´ which expression includes any of them) shall not pass to the Purchaser until8.1.1 the purchase price of the Contract Goods has been paid in full; and

    8.1.2 payment by the Purchaser to S S White Technologies UK Limited of any sum which is now or may hereafter become due and owing from the Purchaser to S S White Technologies UK Limited.

    8.2 The Purchaser shall be at liberty to convert or incorporate the Contract Goods into or mix the Contract Goods with other goods or materials (the product of such conversion incorporation or mixture being in this Clause referred to as “the New Goods”) prior to the property in the Contract Goods passing to the Purchaser in accordance with Clause 8.1 but in such event property in the New Goods (whether the other goods or articles into which the Contract Goods have been converted or incorporated or with which the Contract Goods have been mixed belong to the Purchaser or not) shall be and remain with S S White Technologies UK Limited immediately upon such conversion, incorporation or mixture until 8.2.1 the purchase price of the Contract Goods has been paid in full; and 8.2.2 payment by the Purchaser to S S White Technologies UK Limited of any sum which is now or may hereafter become due and owing from the Purchaser to S S White Technologies UK Limited. 8.3 Until property in the Contract Goods or the New Goods has passed to it or until delivery of the Contract Goods or the New Goods to a third party pursuant to Clause 8.4 the Purchaser shall hold the Contract Goods in its possession in a fiduciary capacity, shall not obliterate any mark placed on the Contract Goods or their packaging by S S White Technologies UK Limited making the Contract Goods clearly identifiable as products of S S White Technologies UK Limited, and (save where the Contract Goods are being converted or incorporated into or mixed with other goods or materials to create the New Goods pursuant to Clause 8.2) shall keep the Contract Goods and the New Goods when created separate from its other assets. The Purchaser shall store such goods on the Purchaser’s premises at no cost to S S White Technologies UK Limited. It is agreed that the Purchaser is licenced to resell the goods subject to the express condition that the entire proceeds thereof are held in trust for S S White Technologies UK Limited and are not mixed with any monies or paid into any overdrawn bank account and shall be at all times clearly identifiable as S S White Technologies UK Limited funds. 8.4 The Purchaser shall be at liberty to deliver the Contract Goods or the New Goods to a third party pursuant to an agreement to re-sell the Contract Goods or an agreement to sell the New Goods prior to the property in the Contract Goods or the New Goods passing to the Purchaser in accordance with Clauses 8.1 and 8.2. 8.5 The Purchaser´s liberty to convert or incorporate the Contract Goods into or to mix the Contract Goods with other goods or materials pursuant to Clause 8.2 and the Purchaser´s liberty to deliver the Contract Goods or the New Goods to a third party pursuant to Clause 8.4 shall cease upon the Purchaser (being individual) committing any act of bankruptcy or making an arrangement or composition with his creditors or his taking the benefit of any Act for the time being in force for the relief of insolvent debtors of his suffering or allowing any execution whether legal or equitable to be levied on his property or to be obtained against him or (being a body corporate) its having convened a meeting of creditors (whether formal or informal) or its having entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or its having had a receiver manager or administrator appointed of its undertaking or any part thereof or its having any resolution passed or a petition presented to any Court for its winding up. 8.6 Where the Purchaser uses the Contract Goods to convert or incorporate the same into or mixes the same with other goods or materials pursuant to Clause 8.2 the Purchaser shall conclusively be deemed to have used the Contract Goods in the order in which the Contract Goods of the kind so used were supplied by S S White Technologies UK Limited to the Purchaser. 8.7.1 Where the Purchaser delivers the Contract Goods to a third party pursuant to Clause 8.4 the Purchaser shall conclusively be deemed to have delivered the Contract Goods to its customers pursuant to any agreement to re-sell the Contract Goods in the order in which the Contract Goods of the kind so delivered were supplied by S S White Technologies UK Limited to the Purchaser. 8.7.2 Where the Purchaser delivers the New Goods to a third party pursuant to Clause 8.4 the Purchaser shall conclusively be deemed to have delivered the New Goods to its customers pursuant to any agreement to sell the New Goods in the order in which the New Goods of the kind so delivered were created by the Purchaser. 8.8 S S White Technologies UK Limited shall be entitled at any time after payment for the Contract Goods has become due to take possession of the Contract Goods and/or the New Goods and to remove them to S S White Technologies UK Limited´s premises and the Purchaser shall be deemed irrevocably to have granted authority to S S White Technologies UK Limited to enter upon the Purchaser´s premises by its servants or agents in order to take possession of the Contract Goods and/or the New Goods (if necessary) to dismantle the Contract Goods and/or the New Goods from any article or articles to which they have been attached and to remove the Contract Goods and/or the New Goods from the Purchaser´s premises. If prior to the expiry of 7 days from the date when S S White Technologies UK Limited has re-taken possession of the Contract Goods and/or the New Goods the Purchaser pays all sums then due and owing from the Purchaser to S S White Technologies UK Limited (including payment in full for the Contract Goods) together with the costs of taking possession of the Contract Goods and/or the New Goods under this Clause 8.8, S S White Technologies UK Limited will re-deliver the Contract Goods and/or the New Goods to the Purchaser at the Purchaser´s expense. If within the said 7 day period the Purchaser fails to pay all sums due from the Purchaser to S S White Technologies UK Limited, S S White Technologies UK Limited shall, without further obligation to the Purchaser save as hereinafter set out, be entitled to sell the Contract Goods and the New Goods. 8.8.1 In the case of all Contract Goods re-possessed the Purchaser shall thereupon pay to S S White Technologies UK Limited the difference, if any, (a) the contract price of the Contract Goods less any part payment for the Contract Goods made by the Purchaser and (b) the price obtained by S S White Technologies UK Limited upon re-sale less the costs and expenses of re-taking possession and re-selling the Contract Goods; and 8.8.2 In the case of all New Goods of which possession is taken S S White Technologies UK Limited shall pay to the Purchaser the balance of any sums received upon the sales of the New Goods after deducting all sums due and owing from the Purchaser to S S White Technologies UK Limited and the costs of taking possession of and re-selling the New Goods save that if the sums received by S S White Technologies UK Limited upon selling the New Goods do not exceed all sums due and owing from the Purchaser to S S White Technologies UK Limited and the costs of taking possession of and re-selling the New Goods the Purchaser shall pay to S S White Technologies UK Limited any shortfall. 8.9 In the event of the Purchaser re-selling the Contract Goods or selling the New Goods before the property in the Contract Goods and the New Goods passes to the Purchaser in accordance with Clauses 8.1 and 8.2 the Purchaser shall account to S S White Technologies UK Limited for all the proceeds of any such re-sale or sale and, prior to paying such proceeds to S S White Technologies UK Limited, the Purchaser shall hold the same in a fiduciary capacity keeping the same separate from its other monies. On receiving such proceeds pursuant to the Purchaser´s obligation to account therefore S S White Technologies UK Limited shall immediately return to the Purchaser any sum received in excess of the total of all sums due and owing from the Purchaser to S S White Technologies UK Limited at the date of receipt by S S White Technologies UK Limited of such proceeds of sale (including the purchase price of the Contract Goods). 8.10 S S White Technologies UK Limited´s rights herein contained shall continue beyond the discharge of the party´s primary obligations under this Contract subsequent upon the termination of this Contract for breach by either S S White Technologies UK Limited or the Purchaser and S S White Technologies UK Limited´s rights shall be in addition to S S White Technologies UK Limited´s right to maintain an action against the Purchaser for the price of the Contract Goods and any other right available to S S White Technologies UK Limited at law or in equity. 8.11 Nothing in this Clause 8 shall constitute the Purchaser the agent of S S White Technologies UK Limited in respect of any re-sale of the Contract Goods or sale of the New Goods by the Purchaser to a third party so as to confer upon such third party rights against S S White Technologies UK Limited.

  9. TERMINATION OF CONTRACT If the financial condition of the Purchaser at any time does not in the judgement of S S White Technologies UK Limited justify continuance of the work to be performed by S S White Technologies UK Limited hereunder on the terms of payment originally specified S S White Technologies UK Limited may require full or partial payment in advance and in the event of bankruptcy or insolvency of the Purchaser or in the event any proceeding is brought by or against the Purchaser under the bankruptcy or insolvency laws S S White Technologies UK Limited shall be entitled to cancel any order then outstanding without prejudice to any antecedent rights and shall receive reimbursement for its cancellation charges and all costs incurred up to the date of cancellation.
  10. TAXES S S White Technologies UK Limited´s prices do not include sales, use, excise, value added or similar taxes. Consequently, in addition to the price specified herein the amount of any present or future sales, use, excise, value added or other similar tax applicable to the sale of the products hereunder or to the use of such products by S S White Technologies UK Limited or by the Purchaser, or any value added or added value tax shall be paid by the Purchaser or in lieu thereof the Purchaser shall provide S S White Technologies UK Limited with a tax exemption certificate acceptable to the tax authorities.
  11. VARIATIONS IN QUANTITY Unless otherwise specified in writing any variations in quantities delivered not exceeding 10% of the quantities ordered, if such ordered quantities are more than 10 units and less than 50 units and any variations in quantities shipped not exceeding 5% of the quantities ordered, if such ordered quantities are 50 units or more shall constitute compliance with the order and the unit price will continue to apply. In those instances where the Purchaser furnishes material for additional processing the Purchaser shall supply S S White Technologies UK Limited with an additional 10% of the number of units required by the Purchaser when the number of units so required are more than 10 units and less than 50 units, the Purchaser shall supply S S White Technologies UK Limited with an additional 5% of the number of units required by the Purchaser when the number of units so required are 50 units or more.
  12. CANCELLATIONS The Purchaser may cancel its order, provided it gives written notice to S S White Technologies UK Limited and pays to S S White Technologies UK Limited the latter´s cancellation charges.
  13. PRELIMINARY WORK Work carried out whether experimentally or otherwise at the Purchaser´s request shall be charged.
  14. PURCHASER´S PROPERTY Purchaser´s property and all property supplied to S S White Technologies UK Limited by or on behalf of the Purchaser will be held, worked on, and stored at the Purchaser´s risk and expense.
  15. MATERIALS SUPPLIED BY PURCHASER a) S S White Technologies UK Limited may reject any materials supplied by or specified by the Purchaser which appears to it to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged. b) Where materials are so supplied or specified, responsibility for defective work will not be accepted by S S White Technologies UK Limited unless this is due to failure to use reasonable skill and care. c) Quantities of materials supplied shall be adequate to cover normal spoilage. d) S S White Technologies UK Limited shall be in no way responsible for any defect in the finished article which is due to a defect in any item supplied by the Purchaser.
  16. GENERAL LIEN Without prejudice to other remedies S S White Technologies UK Limited shall in respect of all unpaid debts due from the Purchaser have a general lien on all goods and property in its possession (whether work done or not) and shall be entitled on the expiration of 14 days written notice sent to the Purchaser to dispose of such goods or property as it thinks fit, and apply any proceeds towards such debts and have the right not to proceed further with the Contract or any other work for the Purchaser and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Purchaser, such charge to be an immediate debt due from him.
  17. LAW APPLICABLE These conditions and all other expressed terms of the Contract shall be governed and construed in accordance with the laws of England.
  18. SPECIAL OR CONSEQUENTIAL DAMAGES Neither Party shall make any claim for special or consequential damages.
  19. RECOMMENDATIONS Any recommendations made by S S White Technologies UK Limited concerning uses of or applications of the product sold hereunder are believed reliable but S S White Technologies UK Limited makes no warranty express or implied of results to be obtained. The Purchaser assumes all responsibility for loss or damage resulting from the handling or use of the said products.
  20. ASSIGNMENT The Purchaser´s Assignment of its order or of any interest therein or of any rights hereunder without the written consent of S S White Technologies UK Limited shall be void.
  21. AGREEMENT BETWEEN THE PARTIES a) This instrument constitutes the entire and only agreement between S S White Technologies UK Limited and the Purchaser, respecting the subject matter hereof and any representation affirmation of fact, promise or condition therewith or custom or usage of the trade not incorporated herein shall not be binding on either party. b) No waiver alteration of modification of these Conditions shall be valid unless made in writing and signed by a Director or the Secretary of S S White Technologies UK Limited.
  22. QUALITY Products supplied by S S White Technologies UK Limited are of good commercial standard and subjected to quality assurance controls as stated within S S White Technologies UK Limited´s procedure SSW-P283. ©2013 S S White Technologies UK Limited