Terms and Conditions of Supply

Application and Entire Agreement

1. These Terms and Conditions will apply to the purchase of the Products detailed in your Order (Products) by the buyer (you) from CNC Punching Limited (we or us). We are a company registered in England and Wales under number 01526463 whose registered office is at West Walk Building, 110 Regent Road, Leicester, LE1 7LT. Our trading and correspondence address is 47 Percy Road, Leicester, LE2 8FQ.
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation, from the date you confirm an Order or from the date of any delivery of the Products (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions apply to the purchase and sale of any Products by you from us, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Order Procedure

4. Before the agreement of an Order, the parties may discuss and negotiate the terms of the proposed Order, but no contractual obligations to manufacture or supply the Products shall come into force until the procedure set out in this Clause has been completed.
5. If you propose to order Products from us, you must send a Manufacturing Request or Purchase Order. Each request must be in writing and must include the following information in respect of the Products requested:
   • the identifier for the Products requested;
   • the Product Specification and any variations to the Product Specification;
   • drawings of the Products including all dimensions (preferably in DXF or DWG format);
   • the quantity of the Products requested (or an estimate of quantity with a commitment to purchase a minimum number of Products);
   • the delivery schedule (or an estimated delivery schedule);
   • details of any components or equipment to be supplied by you (with dates for delivery to us);
   • whether you propose to arrange delivery of the Products and insurance for the Products while in transit, and details of any delivery and insurance instructions.
6. At any time following receipt of a Manufacturing Request, we may issue a Manufacturing Offer, which will incorporate (by reference or otherwise) the Manufacturing Request, together with a list of deviations from and additions to the Manufacturing Request. The additions shall include:
   • the unit price and total price of manufacturing the Products; and
   • if we agree to arrange the packaging, packing, loading, transport, unloading and/or insuring of the Products, the applicable charges.
7. Each Manufacturing Offer issued by us shall be deemed to be an offer to manufacture and supply the Products, subject to the terms of this Agreement, and if we receive a written or verbal acceptance of the Manufacturing Offer from you, then an Order shall come into force.
8. Without prejudice to our express obligations under this Agreement, we shall not be obliged to give you priority over any other of our customers.

Manufacturing

9. We will manufacture the Products, and shall supply the manufactured Products to you, in accordance with the requirements of each Order, subject to all the provisions of this Agreement.

Product Specification

10. If the provisions of an Order so require, you will supply to us a Product Specification for the Products to be manufactured under that Order, together with all other documents, cooperation and information reasonably requested by us to enable us to fulfil our obligations under this Agreement.
11. You warrant to us that:
    • each Product Specification will be prepared with reasonable skill and care;
    • each Product Specification will contain all the information reasonably necessary to manufacture the relevant Products; and
    • all information provided by you to us under or in connection with this Agreement will be accurate in all material respects.
12. You warrant to us that neither the Product Specifications nor the designs for the Products supplied by you to us will infringe any third party’s Intellectual Property Rights or other legal rights.
13. Product Specifications are as described in your Order. We do not accept responsibility for any errors in drawings, instructions or Product Specifications you have sent to us.

Minimum Order Charges

14. For small Orders, a minimum order charge of £65.00 will apply (rate at January 2025).

Intellectual Property Rights

15. Except to the extent expressly provided otherwise in this Agreement, nothing in this Agreement shall operate to assign, transfer or license any Intellectual Property Rights from us to you, or from you to us.
16. All Intellectual Property Rights in the Product Specifications and the designs for the Products that are supplied or made available by you to us shall vest in and are reserved to you.
17. You grant to us a non-exclusive licence to use the Product Specifications and designs for the Products solely for the purposes of manufacturing the Products and fulfilling our other obligations under this Agreement.
18. Each party shall promptly give notice in writing to the other in the event that it becomes aware of:
    • any infringement or suspected infringement of the Intellectual Property Rights in any Product or Product design; or
    • any claim that any Product or Product design, or the manufacture, use, marketing, sale or disposal of any Product, infringes the Intellectual Property Rights of any third party.

Exclusivity

19. Subject to any Intellectual Property Rights in the Products:
    • we acknowledge that you may appoint other manufacturers to produce and supply identical Products; and
    • you acknowledge that we may produce similar Products and/or competing Products for other customers.

Price

20. The price (Price) of the Products is set out in our quotation current at the date given, or such other price as we may agree in writing.
21. If the cost of manufacturing the Products increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
22. Any increase in the Price under the clause above will only take place after we have told you about it.
23. You may be entitled to discounts. Any and all discounts will be at our discretion.
24. We may add reasonable fees to the Price for transportation/delivery.
25. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
26. We reserve the right to implement a percentage price increase every January. For repeat orders of Products, the first Order of each year will be subject to the increase in Price.

Cancellation and Alteration

27. You must advise us as soon as any required alterations to the Product Specification arise.
28. We will contact you if, for any reason, we cannot produce the Products according to your Product Specification and work with you to agree any required alterations.
29. Either of us can cancel the order for any reason prior to your placing a confirmed order.

Payment

30. We will invoice you for the Price either:
    • on or at any time after delivery of the Products; or
    • where the Products are to be collected by you or where you wrongfully do not take delivery of the Products, at any time after we have notified you that the Products are ready for collection or we have tried to deliver them.
31. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us. The date payment is due is stated on each invoice from us.
32. You must make payment even if delivery has not taken place and/or that the title in the Products has not passed to you.
33. If you do not pay within the period set out above, we may
    • suspend any further deliveries to you;
    • without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full, plus debt recovery fees; and
    • after an extended period of non-payment, file a court claim for monies owed plus costs.
34. All payments must be made in British Pounds unless otherwise agreed in writing between us.
35. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

36. We will arrange for the delivery of the Products to the address specified by you with your Order.
37. If you do not specify a delivery address or if we both agree, you must collect the Products from our premises.
38. Delivery by us can take place at any time of the day between 8 am to 4.30 pm (1.30pm on Fridays). Deliveries by Royal Mail or courier will be subject to their own terms.
39. If you do not take delivery of the Products we may, at our discretion and without prejudice to any other rights:
    • store or arrange for the storage of the Products and may charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
    • make arrangements for the redelivery of the Products and may charge you for the costs of such redelivery; and/or
    • after 10 business days, resell or otherwise dispose of part or all of the Products and charge you for any shortfall below the price of the Products.
40. If redelivery is not possible as set out above, you must collect the Products from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
41. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Products that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
42. We can deliver the Products by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

Inspection and Acceptance of Products

43. You must inspect the Products on delivery or collection.
44. If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details.
45. Other than by agreement, we will only accept returned Products if we are satisfied that those Products are defective and if required, have carried out an inspection.
46. Subject to your compliance with this clause and/or our agreement, you may return the Products and we will, as appropriate, repair, amend, replace, or refund the Products or part of them.
47. We will be under no liability or further obligation in relation to the Products if:
    • you fail to provide notice as set above; and/or
    • you make any further use of such Products after giving notice under the clause above relating to damages and shortages; and/or
    • the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Products; and/or
    • the defect arises from normal wear and tear of the Products; and/or
    • the defect arises from misuse or alteration of the Products, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
48. You bear the risk and cost of returning the Products.
49. Acceptance of the Products will be deemed to be upon inspection of them by you and in any event within 3 days after delivery.

Risk and Title

50. The risk in the Products will pass to you on completion of delivery.
51. Title to the Products will not pass to you until we have received payment in full (in cash or cleared funds).
52. Until title to the Products has passed to you, you must:
    • hold the Products on a fiduciary basis as our bailee; and/or
    • store the Products separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Products; and/or
    • keep the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
53. As long as the Products have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Products and, if you fail to do so promptly, enter any of your premises or of any third party where the Products are stored in order to recover them.

Termination

54. We can terminate the sale of Products under the Contract where:
    • you commit a material breach of your obligations under these Terms and Conditions;
    • you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
    • you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
    • you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

Limitation of Liability

55. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
56. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Products Act 1979) are excluded to the fullest extent permitted by law.
57. If we do not deliver the Products, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products.
58. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
59. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Products, for:
    • any indirect, special or consequential loss, damage, costs, or expenses; and/or
    • any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; and/or
    • any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    • any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    • any loss relating to the choice of the Products or specifications provided by you for the Products, and how they will meet your purpose or the use by you of the Products supplied.
60. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

61. All notices under these Terms and Conditions must be in writing by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
62. Notices will be deemed to have been duly given:
    • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    • when sent, if transmitted by email and a successful return receipt is generated;
    • on the fifth business day following mailing, if mailed by national ordinary mail; or
    • on the tenth business day following mailing, if mailed by airmail.
63. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

Data Protection

64. When providing the Products to you, we may acquire the ability to transfer, store or process personal data of your employees. We will only process personal data to the extent reasonably required to enable it to provide the Products as mentioned in these Terms and Conditions or as requested by and agreed with you, shall not retain any Personal Data longer than necessary for the processing and refrain from further Processing any Personal Data for our own or for any third party’s purposes.
65. We operate and maintain technical and organisational security measures as are required to protect Personal Data processed by us on your behalf. For any enquiries or complaints regarding data privacy, you can email: accounts@cncpunching.co.uk.

Circumstances Beyond the Control of Either Party

66. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

No Waiver

67. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

68. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and Jurisdiction

69. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

V2.1/January 2025