CRAIGEN ENGINEERING LTD
(T/A ND Precision Products)
TERMS AND CONDITIONS OF TRADING ( Download PDF version )
(1) The underment ioned terms and condi t ions shall apply to and be deemed to be incorporated in any Contract
wi th Craigen Engineering Ltd (Trading as, and referred to in these terms and condi t ions as ND Precision
Products) whether arising from any Quotat ion/Acknowledgement or otherwise. Where any such terms and
condi t ions are in any way in confl ict or inconsistent wi th those contained or referred to in any specif icat ion of fer
to purchase or order received from the Customer then these terms and condi tions shall apply unless and except
to the extent that they have expressly been varied by ND Precision Products’ wri t ten consent .
(2) The Customer shall be deemed not to enter into any contract wi th ND Precision Products in rel iance upon
any implied or express wri t ten or oral representation or any col lateral agreement or undertaking save any such
as appears in wri ting upon the Quotation or Acknowledgement.
(3) The Quotat ion shall unless previously wi thdrawn remain open for thi rty days from the date given. No order
shall create any contract between ND Precision Products and the Customer unless and unt il ND Precision
Products shal l have accepted the order in wri ting (herein referred to as “Acknowledgement”).
2. Design and Drawings
(1) Where ND Precision Products prepares designs or drawings in the course of performance of the Customer’s
order the Customer shall approve such designs and drawings in wri ting and unt il such wri t ten approval has been
received by ND Precision Products i t shal l be under no liabi li ty to commence product ion and any stipulat ion as
to del ivery shall be deemed to be extended accordingly.
(2) ND Precision Products shall not in any ci rcumstance be l iable to the Customer for any failure of the tools to
fully or correct ly to perform the funct ion or funct ions for which they are required save to the extent that such
failure is the resul t of non-conformi ty of the tools wi th the specif icat ion.
(3) If i t should come to ND Precision Product’s notice that any work done or any goods to be suppl ied under the
contract shal l infringe or are al leged to infringe any patent registered design copyright or any other rights in the
manufacture of goods ND Precision Products shall have the right to cease the manufacture of the tools and
shall retain t it le to such goods as shal l have been manufactured and the Customer shall indemnify ND Precision
Products against all claims made by any person or fi rm or corporat ion in respect of such infringement and all
costs and expenses arising therefrom and shall pay to ND Precision Products the value of the work done, and
materials used in the performance of the Contract prior to such cessat ion.
(1) The Customers order must be accompanied by suff icient detailed technical informat ion to enable ND
Precision Products to proceed wi th the order forthwi th. In the event that such information di ffers from that on
which the Quotat ion is based and involves the al terat ion thereof ND Precision Products may increase the price
quoted to cover any increase in cost that such al terat ion may necessitate and the delivery date may be
4. Prices and Payment
(1) The prices quoted shall be deemed unless the contract appears to be ex-works exclusive of VAT which wi ll
be added at the t ime of invoicing at the rates then applicable.
(2) ND Precision Products reserves the right to revise the Quotat ion at any t ime before Acknowledgement.
(3) The prices quoted are based on the then current rate of wages price and materials, freight and insurance
and normal hours of working and ND Precision Products may amend these prices to cover any increase in the
cost of materials and labour, freight and insurance af ter Acknowledgement and the cost of working abnormal
hours in so far as the same is reasonably necessary to complete any order or any part thereof (as the case may
be) before delivery date or dates.
(4) Payment of the contract price shal l be made in stages as described in each quote, being :-
(a) Part on receipt of of ficial order
(b) Part on init ial del ivery of samples or ini tial tool del ivery whichever is the earliest .
(c) Part on approval which shall be a maximum of 60 days from init ial del ivery of samples or ini tial tool del ivery.
5. Delivery and Title
(1) The delivery dates quoted are given in good fai th and are the dates for the t ime of despatch. Quoted
delivery t imes assume that ND Precision Products has received wri t ten full detailed approval of the general
assembly and unt il such wri t ten approval has been received ND Precision Products shal l be under no obl igat ion
to commence product ion or buy materials. In the event of suspension or non-commencement of the work by
reason of any failure by the Customer to supply such wri t ten approval or to supply all technical information or
models a reasonable extension of the t ime for del ivery shal l be granted and ND Precision Products shal l be at
l iberty to increase the quoted prices to cover any extra expenses di rectly or indi rect ly caused by the delay
(including wi thout prejudice to the generali ty of this provision the costs of and incidental to f inancing the
purchase and storage of materials purchased in advance, i f any).
(2) The delivery date or dates cannot be guaranteed and t ime shal l not be regarded as of the essence. Each
delivery shall be considered a separate transaction and any fai lure to ef fect one del ivery by the due date shal l
not affect the due performance of this or any other agreement between the Customer and ND Precision
Products nor enti tle the Customer to rescind as regards other del iveries.
(3) ND Precision Products shall not be l iable to the Customer for any delay in the performance of the contract
caused by or resul ting from any strike, lockout , breakdown, fi re, accident, war, civil commotion, shortage of
materials, fuel , or from any cause whatsoever outside ND Precision Products’ reasonable control.
(4) a. No property or t it le to the tools shall pass to the Customer unti l payment to ND Precision Products of the
invoiced price payable together wi th al l monies due owing or incurred by the Customer to ND Precision
Products on any account whatsoever under this or any other contract or from any other claim action cause or
proceeding whatsoever. Unt il such payment the tools from time to t ime delivered to or to the order of the
Customer shal l be retained by the recipient as bai lee only, and the Customer shall cont inue to insure that same
in thei r ful l value for the benef it of ND Precision Products and shal l provide a copy of the insurance policy at ND
Precision Products’ request
(4) b. Pending payment of the price and all other monies as aforesaid in the event that the Customer shall
purport to sel l , hi re, pledge, mortgage, del iver, appropriate, lend, or otherwise pass ti tle or possession of any or
al l of the tools from time to time delivered by ND Precision Products the Customer shall be deemed to have
acted as trustee for ND Precision Products and shall receive and stand possessed of the proceeds of sale and
al l other monies or consideration due in respect of such deal ings wi th the tools on account of and in trust for
ND Precision Products and shal l forthwi th pay to ND Precision Products all such proceeds and other monies
and pending such payment shal l receive and credit the same into a separate account designated in trust for ND
Precision Products and shal l do al l acts and things necessary to assign to ND Precision Products al l those
Customer’s rights in respect of recovery of al l the monies due to the Customer in respect of the tools and all
rights to the recovery thereof and any other remedies of the Customer in respect of the breach by such thi rd
party of his or i ts obl igations to the Customer and ND Precision Products is hereby appointed at torney of the
Customer to execute all deeds and documents necessary to pay or assign such proceeds of the tools and such
rights and remedies as aforesaid to ND Precision Products .
(4) c. Pending such payment as aforesaid ND Precision Products shall be enti t led and is hereby authorised by
the Customer to do all acts and things necessary to recover possession of all or any of the tools from t ime to
t ime del ivered by ND Precision Products including entry upon the premises where the same shall be and seizing
(1) Any claim for:-
(a) non delivery must be received in wri ting by both the carrier and ND Precision Products wi thin ten days of the
date of the advice note or wi thin any shorter period as specif ied by the carrier.
(b) damage in transit or short delivery must be received in wri t ing by both the carrier and ND Precision Products
wi thin seventy-two hours af ter delivery or any shorter period speci f ied aforesaid.
ND Precision Products shal l be under no liabi li ty to the Customer whatsoever for losses arising from any
al leged non-del ivery damage in transi t or short del ivery unless the Customer shall comply wi th the foregoing
requi rements as to noti ficat ion and shall do all acts and things necessary to protect and assist the furtherance
of any claims which ND Precision Products may have against the carrier.
(2) ND Precision Products shal l undertake only to provide goods in conformi ty wi th the speci fication and
drawings supplied by or approved by the Customer and shal l not be under any l iabil ity to the Customer in
contract or otherwise for any losses arising from any defects unless the same shall arise from faul ty
workmanship or materials solely attributable to ND Precision Products PROVDED THAT:-
a. ND Precision Products shall not be l iable for any defect arising from faul ty material supplied by or on behal f
of the Customer.
b. ND Precision Products shall not be l iable for any defects which have not been not if ied to ND Precision
Products in wri ting wi thin 21 days af ter del ivery (this being agreed to be a suff icient t ime for tool trial ) or
forthwi th upon discovery of the defect upon earl ier tool trial .
c. ND Precision Products` l iabi li ty shall be l imited to correction by i ts own personnel on i ts own premises and
shall absolutely cease and determine i f the tool shal l not be immediately returned for such purpose or if the
tools are al tered adapted or repai red by any other person other than in accordance wi th ND Precision Products
`s express wri t ten authority.
d. ND Precision Products shall not be liable under any ci rcumstances for any consequent ial loss however
arising to any thi rd party successor in ti t le of the Customer or any person who is not a party to the contract or
for any losses arising from mishandling or misappl ication of the tools.
(3) For the avoidance of doubt i t is hereby agreed that ND Precision Products shall give no warranty as to the
f i tness or suf ficiency of the tools for the purpose for which they are required or thei r suitabil i ty for any process
or materials and the Customer shall be deemed to have sat isfied himself on such mat ters prior to preparing the
drawings and speci fications or prior to approving the general assembly shal l indemni fy ND Precision Products
against al l claims costs and expenses in respect of any actual or alleged loss or damage arising from any
failure whol ly or partial ly of the tool or tools to execute the purposes for which they have been intended.
The order shal l not be cancel led by the Customer wi thout ND Precision Products` wri tten agreement . Upon
cancellation (wi th or wi thout such agreement) the Customer shal l indemni fy ND Precision Products in respect of
al l losses arising therefrom including (wi thout prejudice to the generali ty hereof) the value of the work carried
out to the date of receipt of wri t ten not ice of cancellation the cost of and the cost of f inancing the purchase and
storage of materials loss of prof i t and (i f greater) the cost to ND Precision Products of underuti lisation of i ts
Any dispute or di fference arising from the contract between the part ies may at the wri t ten request of ei ther party
wi thin twenty-eight days af ter the same date shal l arise be referred to arbi tration in England by a single
arbi trator mutual ly agreed or appointed in defaul t by the President of the Gauge and Tool Makers Associat ion
and the provisions of the Arbitrat ion Act 1950 an 1979 and al l statutory modi fications and re-enactments thereof
9. Specialist Processing
Subsequent processes carried out other than on ND Precision Products` premises such as texturing and plating
shall be the subject of a separate order.
(1) These terms and all other condi tions of the contract shal l be construed in accordance wi th and be governed
by the laws of England.
(2) The subject headings shall not form part of these terms or have any effect upon thei r interpretat ion.
By accepting a quotation, the customer is deemed to have accepted these Terms of Trade.