STRONGHOLD INTERNATIONAL LTD.
General Terms and Conditions of Sale.
Notwithstanding any terms and conditions sought by the customer (the buyer) the undermentioned terms and conditions shall be
deemed to be incorporated in any contract or order unless otherwise expressly agreed by Stronghold International Ltd (the seller) in
Quotations are given and orders are accepted on the understanding that the price payable shall be the price ruling on the date of
delivery unless otherwise stated. The seller reserves the right to pass on any increase, which may occur in the price of materials
necessary for the completion of the contract.
3. Extra Cost
In the event of cancellation, or suspension of the work by the buyer’s instructions, or lack of instructions, the contract price will or
may be increased to cover any extra expense incurred by the seller.
4. Value Added Tax.
Prices are exclusive of VAT, which will be payable by the buyer and charged at the rate ruling at the tax point.
5. Terms Of Payment
(a) Unless otherwise agreed payment is to be made net, on or before the last day of the calendar month following the date of invoice.
(b) Failure to make due payment in respect of deliveries under this or any other contract with the seller, shall entitle the seller to
delay, suspend, or cancel deliveries at its option.
(c) The seller may exercise the rights set out in (b) above if the customer becomes bankrupt or makes an assignment, agreement or
composition with his creditors, or goes into liquidation, (otherwise than for reconstruction or amalgamation purposes), or if a
receiver is appointed. These rights may also be exercised by the seller if it has reasonable grounds to believe that any of such above
events is likely to occur.
The seller and the buyer agree that until the seller has been paid in full for the goods comprised in this or any other sale contract
(a) The goods comprised in this contract remain the property of the seller (although the risk therein passes to the buyer at the point
when delivery begins)
(b) The seller may recover those goods at any time from the buyer, if in his possession, if the seller judges that the amount
outstanding from the buyer on the general statement of account between the parties, is in excess of the credit limit the seller is
willing to accord the buyer and for that purpose the seller may enter upon any land or building upon which the goods are situated.
(c) If the buyer incorporates such goods into other products, (with the addition of his goods or those of others) or uses such goods as
materials for other products (with or without such addition) the property of those other products is upon such incorporation or use
ipso facto transferred to the seller and the buyer as bailee of them for the seller will store the same for the seller in a proper manner
without charge to the seller.
(d) The buyer has the right to dispose of the goods or other such products in the course of his business for the account of the seller
and to pass title to the goods or products to his customer being a bona fide purchaser for value without notice of the seller’s rights.
(e) In the event of such disposal the buyer has the fiduciary duty to the seller to account to the seller for the proceeds but may retain
wherefrom an excess of such proceeds over the amount outstanding under this or any other sale contract.
Stronghold International Ltd policy is one of continual product improvement and the right is therefore reserved to make
modifications to design and method of manufacture without prior notice. All information contained in any drawing catalogue or
specification (or which accompanies or forms part of any quotation) is subject to alteration at any time without prior notice.
Unless otherwise stated the price quoted includes delivery, carriage paid within the United Kingdom. The method of carriage will be
at the seller’s discretion, but if the buyer requires the goods to be sent by any different method the additional cost (if any) of such
carriage will be payable by the buyer.
9. Despatch Dates.
The seller shall use their best endeavours to deliver at the times stated but delivery dates shall be regarded as estimates only and the
seller shall not be liable for any losses resulting from delay in delivery. Deliveries may be suspended or revised owing to any
contingencies beyond the seller’s control such as fire, accidents, wars, strikes, lockouts, breakdowns, transport difficulties or delays,
or ‘force majeur, causing a short supply of labour, fuel, or raw materials or otherwise preventing or delaying the manufacture or
despatch of the goods. Where delivery is fixed by instalments each instalment deliverable under the contract shall be deemed to be
sold under a separate contract. Defective deliveries of one or more instalments shall not entitle the buyer to repudiate the contract
with regard to any instalments remaining deliverable.
The buyer shall inspect the goods immediately on delivery thereof and shall within seven days give notice to the seller of any matter
or thing by reason whereof he may allege that the goods are not in accordance with the contract. If the buyer fails to give such notice
the goods shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for the
same accordingly. Goods or packaging received in damaged or unsatisfactory condition must be signed for as such and the buyer
must inform the seller and the carrier in writing (otherwise than on the carriers documents) within three days of the date of despatch.
Failure to do so will or may result in the buyer being bound to accept and pay for such goods in full, in the condition received.
In the case of goods for shipment abroad, the seller will not be responsible for any loss, damage or deterioration from whatsoever
cause arising to goods from the initial point of shipment.
Any claims to the effect that the goods do not conform to the description or specification of the contract will not be considered
unless delivered to the seller in writing within seven days after delivery of the shipment to which such claim relates.
Settlement of any such agreed claim shall be limited to either, refund of the purchase price, or to the proportion of such value as may
be related to the quantity or proportion of the goods concerned, or to modification or replacement upon return at the seller’s option,
or by an appropriate price allowance at the seller’s discretion. The seller shall not be responsible for consequential damage or loss
under any circumstances.
In the case of goods manufactured to the buyer’s order, the buyer shall indemnify the seller against all damages, penalties, costs and
expenses to which the seller may become liable for infringement, or alleged infringement of any Patent, Trade mark, Design, Passing
off any other similar claim arising from the seller’s compliance with the buyers instructions express or implied.
Quotations are inclusive of standard non-returnable packaging unless otherwise specified. Returnable crates, tubes, packing cases or
bags will be invoiced to the buyer and will be credited if returned in good condition and carriage paid to the seller’s works from
14. Free Issue Materials.
Whilst every care will be taken with the buyer’s blanks, components or property, no liability whatsoever can be accepted by the
seller should such material be spoiled accidentally.
Goods shall not be returned without written authorisation and instructions from the seller nor will returned goods be accepted if
compliance is not made with such instructions. If any goods returned for any reasons other than faults to which warranty extends, a
handling charge plus any extra chargeable costs will or may be made by the seller.
Goods and packages which have been authorised by the seller to be returned must be returned carriage paid, unless otherwise
agreed, to the works from which they were despatched.
These conditions and any Order or Contract shall be construed and have effect in accordance with English law and any dispute
arising therefrom shall be settled by arbitration under the Arbitration Act 1950 or any statutory modification or re-enactment thereof
for the time being in force.