Terms & Conditions

TERMS & CONDITIONS

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Contract
All quotations given and all contracts made by the company are subject to the terms & conditions contained herein and all terms and conditions referred to by the Buyer or specified in any order, acceptance of quotation or otherwise brought to the notice of the Company are hereby excluded. These terms & conditions may be varied only by agreement in writing between the parties. Accordingly these terms and conditions constitute the whole agreement between the parties & supersede any prior promises, representations, undertakings or implications. No agent of the company has any authority to make any representation or give any warranty in relation to the goods to be carried out or the materials to be used in the carrying out of the goods, or to agree to any variation or addition to these terms & conditions, unless such representation, warranty, variation or addition is expressed in writing and signed on behalf of the Company by a Director or other person authorised by the Company. All orders placed with the Company will be acknowledged in writing before any contract arises.
Prices

Quotations which are based upon the current costs of production are subject to amendment by us, on or at any time after acceptance to meet any fluctuations in such costs & remain open for 30 days subject to raw material price fluctuation.

Payment
Payment for all goods shall be made in full within 30 days following the month in which the invoice was issued, unless otherwise stated in the quotation or agreed payment terms. Tooling costs incurred by the Company shall be paid 50% with purchase order and 50% on approval of samples whichever sooner and prior to the commencement of production.
Cancellation by the Company

Without prejudice to any other rights it may have, the Company reserves the right to cancel any uncompleted order or to suspend delivery of any goods the subject thereof in the event the Buyer failing to make due payment of any monies due to the Company under that or any other order. Unless otherwise expressly agreed in writing, the goods shall be deemed to correspond with their description if they correspond to the same which has been produced and examined by the Buyer.

Cancellation by the Customer

In the event of cancellation by the Buyer of any order for products specially manufactured by the company to individual specifications and not marketed by the Company as standard lines, the Company shall be entitled to charge for all expenses incurred in preparation for the manufacture of such products.

Installments

Where by agreement between the Company and the Buyer delivery of goods is to be made by instalments, each instalment delivered will be invoiced to the Buyer as if the subject of a separate contract and the Buyer shall make payment therefore within the period specified in Clause 3 of these conditions. Failure by the Company to deliver any one or more such instalments, shall not entitle the Buyer to refuse to accept delivery of any other instalments nor shall the Buyer’s liabilities to the Company with regard to those instalments be in any way affected.

Damage, Shortage or Loss
When delivery is made by us via an external carrier, either courier or a pallet line, the Company shall not accept responsibility for any damage, shortage or loss in transit unless: damage must be noted on the delivery consignment notes provided by the carrier. The carrier/Company will not accept liability if the goods have been signed for on arrival in good condition.
 
Damage or Shortage is notified in writing to the Company within 3 days of receipt of the goods, the goods have been signed for, and any and have been handled by the Buyer in accordance with the carrier’s conditions.
Or
Non- delivery is notified to the Company within 10 days of date of invoice.
Defects

The Company will at its own discretion repair, replace or refund the price of any goods which may be supplied to the Buyer in a defective condition if in the opinion of the Company such goods are defective solely by reason of faulty materials or workmanship, provided that the Buyer within 10 days of delivery of the goods alleged to be defective gives notice in writing to the Company of the defect or defects complained of. The foregoing is the full extent of the Company’s liability for defects in the goods. Any replacement due to the defective goods shall not be deemed to constitute late delivery.

Indemnity

Unless expressly provided in these conditions, the Company will not be liable for any loss, expenditure or damage, consequential or otherwise, suffered or incurred by the Buyer or by third parties whether arising directly or indirectly from any defect in quality or workmanship, and the Buyer shall indemnify the Company against any liability arising from claims made by any third party after the conditions have been accepted to the Buyer.

Delivery Dates

Whilst every effort is made to ensure that goods are delivered on the due date, the Company shall not be liable for any delays in delivery which may occur. Non-delivery claims cannot be entertained unless we are informed within 10 days of date of invoice. If the company submits a sample for the Buyer’s approval , the period specified for delivery on the Company’s quotation shall commence on the date when the Company receives such approval in writing. The Company may at any time give notice of revised delivery dates, and unless the Buyer cancels the Contract within 5 days of receiving notice of such revised dates, the Buyer shall accept the same. All UK & mainland deliveries overseas will be fully chargeable. Where delivery dates are given in good faith they must always be subject to availability of raw materials, work load & communications at the time.

Quantities
The Company will make every effort to produce goods in the precise quantity ordered by the customer but the Buyer undertakes to accept and to make payment for deliveries where the variation does not exceed 10% of the quantity ordered.
 
Prices quoted by the Company in all estimates, specifications, acceptances of orders, or contracts are based upon the full quantities specified therein and the Company shall be entitled to revise prices if the Buyer fails to take delivery of the quantity on which the estimate was based.  Boxed quantities are estimated at quotation and if the product is new and has not been produced before the box quantities may change.
Patent Infringement Indemnity

The Buyer will indemnify the Company against any claim for infringement of patents or registered designs or trademarks as a result of the Company carrying out the Buyer’s instructions.

All original designs and chocolate moulds and moulds created by The Company are the property of the Company and must not be copied by anyone without the permission of The Company.  If the buyer wishes to have control of the design, or mould a design fee must be paid to The Company in the form of a licence.

Trade Secrets / Know-How / Confidentiality Agreement

Are the copyright of The Company and must not be reproduced or divulged to any 3rd party without permission of The Company. By signing this document you agree that you or anyone in your Company will not divulge our Trade Secrets/Knowhow without our express permission, or used by any third party in reproducing a design or mould/product.

Returned Goods

When goods are tendered by us and returned because of causes outside the Company’s control, the Company reserves the right to charge the Buyer in respect of the cost of transport and double handling.

Tooling
The Company will take reasonable care to safeguard Buyer’s tooling left on the Company’s premises and are insured the same against loss or damage. The Buyer may arrange adequate cover thereon through his own insurers if so wished.
 
The tool only becomes the property of the Buyer when it has been paid for completely in full. The Buyer will own not the design or IP and are subject to clause 12a.  If the Buyer wishes to have the tool returned to them for whatever reason, all outstanding monies owed to the Company must be settled and a charge for the delivery paid before the tool will be sent. The Buyer must give the Company 1 months notice in writing and have received acknowledgement from the Company.  An additional payment made to the Company calculated at an agreed price per annum or other negotiated settlement calculated from the contract date. If the tool is no longer required by the Buyer and not reclaimed by the buyer, there will be a storage charge or the tool will become the property of The Company and used as The Company see fit, including scrapage.
 
For the purpose of this condition, full tool costs means the total cost of design, development, manufacture, modification and supply together with all associated costs incurred in connection herewith.
Passing of Risk

Risk shall pass to the Buyer upon delivery or deemed delivery of the goods at the Company’s works or such other place of delivery as may be agreed notwithstanding that the property in the goods may not have passed to the Buyer. It shall be the responsibility of the Buyer entirely at his own cost and at his own risk to unload.

Title
Until payment in full has been received by the company of all sums owing or due to the Company in respect of the goods or otherwise the Buyer holds the goods in fiduciary capacity as bailee for the Company and:
 
(a) Legal and beneficial title in the goods shall remain with the Company and if the Company requires the Buyer shall store the goods in such a way that they are clearly the property of the Company and shall maintain full insurance cover against loss or damage in respect thereof:
 
(b) the Company reserves the right of disposal of each item of the goods and may retake possession thereof at any time and for that purpose may by its servants  or agents enter upon any land or premises occupied by the Buyer:
 
(c) the Buyer undertakes in relation to each item of the goods not to remove parts from, add to, modify or otherwise do any work on such goods without the express prior permission of the Company.
 
(d)If the Buyer incorporates or allows the incorporation of an item of the goods into other goods in any way, legal and beneficial title to those other goods, both during the process of incorporation and thereafter shall vest forthwith in the Company and the Buyer shall hold them in a fiduciary capacity as bailee for the company; if the Company so requires the Buyer shall observe the conditions regarding storage in sub-clause (a) hereof as if such other goods were the goods originally supplied and the Company reserves the rights regarding disposal repossession and entry in sub-clause (b) hereof as if such other goods were the goods originally supplied.
Lien

Until all outstanding invoices rendered to the Buyer by the Company are paid in accordance with clause 3 above the Company shall have a general Lien (in addition to any other right or remedy open to the Company) upon any goods of the Buyer from time to time in the Company’s possession or control and the Company may enforce such Lien by selling the goods or a sufficient quantity of such goods to realise all amounts then due to the Company under this contract or otherwise and appropriating the same.

Liability
Except as expressly provided herein, the Company hereby excludes liability for all or any representations, terms or warranties, whether express or implied, relating to the goods and without prejudice to the foregoing, limits the extent of any liability which it may have under this contract or otherwise to the invoice price of the goods, the subject of the claim, save that nothing herein contained shall exempt the Company from any liability for death or personal injury arising from the negligence of either the Company or its employees. In no event shall the Company be liable for any indirect special or consequential loss or damage howsoever and by whomsoever caused.
 
The Company holds liability insurance as required by Law.
Force Majeure
The Company shall not be liable for any loss or damage whatsoever caused by delay in the performance or the non-performance of any of its obligations under this contract with no liability for loss or damage thereby occasioned.
 
The following shall, without prejudice to the generality of the above, be considered causes beyond the Company’s control:
 
Act of God: War or threat of war, sabotage: insurrection: civil disturbance; requisition; governmental or Parliamentary restriction; prohibitions or enactments of any kind; import or export regulations; strikes; lock-outs; trade disputes (whether involving employees of the Buyer or another) difficulties in obtaining labour fuel materials machinery information data or knowhow; breakdown in machinery; fire or accident; inadequate or defective instruction from the Buyer; defaults of the Buyer or any third party.
 
 
 
(d)For the purpose of this condition 19, full tool costs means the total cost of design, development, manufacture, modification and supply together with all associated costs incurred in connection herewith.
 
(e)Should the buyer, at any time, wish to remove the tool from the Company’s possession, for any reason whatsoever, the buyer must give the Company at least one months notice in writing and have received acknowledgement from the Company. Before the buyer removes the tool clauses 19a and 19b must have been fully satisfied and an additional payment made to the Company calculated at 20% per annum of the Contract price, or other negotiated settlement calculated from the contract date.
Termination
Without prejudice to any other rights which the Company may have, the Company shall be entitled on giving written notice to the Buyer to determine this contract forthwith, demand immediate payment of any amount due or accruing due to the Company there under and to retain any deposits, if any of the following occur:
 
(a)The Buyer, not being a body corporate, has any distress or execution levied against it or makes any composition or arrangement with its creditors.
 
(b) the Buyer, being a body corporate, goes into liquidation (either compulsory or voluntary) or if a receiver is appointed in respect of the whole or any part of its assets or i.e.: the Buyer makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgement is made against the Buyer or any similar occurrence under any jurisdiction affects the Buyer.
 
(c )the Buyer commits any breach of its obligations hereunder.
Miscellaneous
If any of these conditions or any part of one of these conditions is rendered void by any legislation to which its subject it shall be void to that extent and no further. If any of these conditions or any one part of these conditions is rendered unenforceable by any legislation to which its subject it shall be unenforceable to the extent that it is not fair or reasonable to allow reliance on such a condition or part thereof. but no further.
 
Ashmore Manufacturing Ltd reserves the right to accept orders subject to the correction of errors and or omissions on invoices, credit notes, estimates & quotations.
Waiver

Failure by the Company to insist upon strict performance of the terms and conditions of this contract shall not be deemed a waiver of any subsequent default hereof.

Law

The Contract shall be governed by and constructed in accordance with English Law and the parties irrevocably agree to submit to the jurisdiction of the English Courts save that the Company shall be entitled at its sole discretion to refer such disputes to the Courts of any jurisdiction in which the Buyer carries or has carried on business.

Terminology

The term Director includes Partner and the term Company includes Firm where the circumstances demand.

Confidentiality

In respect of any goods which show defects due to faulty materials and or workmanship our liability will be limited to crediting their value or replacing such goods, provided that written notice is received within five days of delivery. While during the course of working with you, we are likely to gather information and documents which relate to you and/or your company or the product you are developing. We shall keep such information and documentation confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances.  Likewise you may have knowhow, process divulged to yourselves during development stages by the Company and this must not be under any circumstances copied in any way without our written permission.