The World's No.1 Manufacturer of over centre latches
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1.1 In these Conditions:"The Company" means Protex Fasteners Ltd as seller of the Goods;"The Customer" means the person or corporate body named overleaf who isbuying the Goods from the Company upon these conditions;"The Goods" means the articles which the Customer agrees to buy from theCompany as set out overleaf.
1.2 The Company shall sell and the Customer shall purchase the Goods in accordancewith any written quotation of the Company which is accepted by the Customer or anywritten request of the Customer which is acknowledged by the Company and accepted bythe Customer in either case subject to these Conditions of Sale and to the GeneralConditions of Sale of the Engineering Industries Association (Third Edition) so far as suchConditions are consistent with these Conditions of Sale.
1.3 The Conditions set out below shall prevail over any Conditions put forward by theCustomer and except as provided for in 1.4 below, no conduct of the Company shallconstitute acceptance of any Terms put forward by the Customer unless the Companyexpressly agrees to them in writing signed by its duly-authorised agent.
1.4 No employee or agent of the Company has any authority to vary these terms orally orto make any representation on behalf of the Company as to their effect. No addition to orvariation to these Conditions shall be binding on the Company unless in writing signed by aDirector of the Company and the authorised representative for the Customer shall be theDirector or Sales Manager.
2.1 All prices are quoted net ex works exclusive of VAT and are subject to fluctuations inthe event of any increase in the cost of labour or, increase in the cost of materials, andoverheads and other costs of manufacture. Any increase in such costs during the periodof production will be added to the quoted price.
2.2 In the event of any alteration being required by the Customer in design specification orquantities the Company shall be entitled to make an adjustment of the contract pricecorresponding to such alteration.
2.3 The cost of carriage if required by the Customer shall unless otherwise stated besubject to an additional charge.
2.4 The cost of packaging shall unless otherwise stated by included in the price except in thecase of delivery outside the U.K. where such costs will be subject to an additional charge.
3.1 Delivery unless otherwise agreed shall be ex-works and it shall be the Customer,sresponsibility to take delivery of the Goods at the Company,s premises.
3.2 When the Goods are ready for delivery the Company will give Customer notice ofreadiness for collection. It is a condition of this contract that the Customer shall then withinseven days of service of that notice either:
3.21 Collect the Goods; or
3.2.2 Give the Company instructions for their delivery at the Customer,s expense.
3.3 If the Customer fails either to collect the Goods or give the Company instructions fordelivery in accordance with Clause 3.2 the Company may exercise either of the following rights:
3.3.1 Treat the Customer,s failure as a repudiation of the contract and terminate thecontract with immediate effect; in that case the Company may do any of the following eitheralone or in combination:
22.214.171.124Dispose of the Goods as it thinks fit.
126.96.36.199Retain any payments made by the Customer before termination of the contract
188.8.131.52 Recover from the Customer any costs incurred in respect of the costs of storage of
the Goods or of their disposal, together with damages for any other losses caused by theCustomer,s breach; or
3.3.2 Arrange for storage of the Goods in which case:
184.108.40.206 The Goods shall be stored at the Customer,s risk
220.127.116.11 The cost of the storage shall be for the Customer,s account who will indemnify theCompany against all costs incurred by the Company in arranging such storage.
18.104.22.168 The Customer will pay the Company a reasonable fee for its services in arrangingfor storage of the Goods
22.214.171.124 The Company may at any time give the Customer notice to collect the Goods and ifthe Customer fails to comply with such notice treat the Customer,s breach as repudiatory inaccordance with Clause 3.3.1 above or continue to store them in accordance with this Clause.
3.4 The Company will endeavour to have the Goods ready for delivery by the date agreedfor delivery but it is agreed that the Customer shall not be entitled to terminate this contractby reason of the Company,s failure to deliver by the agreed date. In this respect time shallnot be of the essence unless previously agreed by the Company in writing.
3.5 The time for delivery does not begin to run until any necessary information requiredfrom the Customer has been received. The Goods may be delivered by the Company inadvance of the quoted delivery date on giving reasonable notice to the Customer.
3.6 Date of delivery shall in every case be dependent upon receipt of final instructions orapprovals being obtained from the Customer.
3.7 The Company will endeavour to comply with reasonable requests by the Customer forpostponement of delivery but shall be under no obligation to do so.
3.7.1 Where postponement is agreed by the Company in writing the Customer shall pay allcosts and expenses including a reasonable charge for storage occasioned thereby.
3.8 Times quoted for delivery refer only to the date of completion of the Goods at theCompany,s works. The Company shall not be liable to the Customer for any lossescaused to the Customer by late delivery of the Goods.
3.8.1 If delivery is delayed by Force Majeure circumstances the following provisions shall apply:
126.96.36.199 The Company shall as soon as it is reasonable practicable give the Customernotice of the reasons for the delay provided that the Company shall incur no liability byreason of any failure to give notice.
188.8.131.52 The Company,s duty to deliver shall be suspended so long as the Force Majeurecircumstances continue and the time for delivery shall be extended by an equivalent period.
184.108.40.206 The Company may at any time under its sole discretion give notice to the Customerto terminate the contract. In that case the Company shall incur no liability to the Customerfor any losses caused.
3.9 Notwithstanding that title to the Goods shall not pass otherwise than in accordance withClause 4, risk of damage to or loss of the Goods shall pass to the Customer at the timewhen the Company notifies the Customer that the Goods are available for collection.
3.10 In the event that delivery shall be delayed otherwise than due to the fault of theCompany necessitating storage of the Goods then the Company reserves the right to makea charge to the Customer for storage or to claim reimbursement from the Customer inrespect of charges made to the Company by a third party for storage.
3.11 Where the Goods are to be delivered in instalments each delivery shall constitute aseparate contract and failure by the Company to deliver any one or more of the instalmentsin accordance with these Conditions or any claim by the Customer in respect of any one ormore instalment shall not entitle the Customer to treat the contract as a whole asrepudiated.
3.11.1 The Company reserves the right to withhold later deliveries until earlier ones arepaid for.
3.11.2 The Company reserves the right to terminate the contract if the Customer fails topay for an instalment.
3.11.3 In the event that a delivery instalment is defective the Customer may reject thatinstalment subject to Condition 7 but shall not be entitled to terminate the whole contractand will allow the Company to tender a replacement delivery.
3.12 VAT is only applicable to countries within the European Union. Any customs or importduties levied once the package reaches your destination country will be your responsibilityas we have no control over these charges and cannot predict them. Online customers should beaware that commodity codes will be shown on your e-mailed confirmation.
4.1 Goods delivered shall be at the Customer,s risk from the time they are delivered.
4.2 Property in the Goods delivered shall not pass to the Customer until the Customer has
paid all the sums due to the Company:-
4.2.1 In respect of the Goods; and
4.2.2 Any other account.
4.3 Until title in the Goods passes to the Customer, the Customer shall remain a bailee ofthe Goods and shall mark them so as to be clearly identifiable as the Company,s propertyand store them safely and separately from other Goods and shall insure them to the fullcontract price against all perils usual in the Customer,s business.
4.4 The Customer shall on request supply the Company with a copy of the insurance policyand shall have the interest of the Company noted. on the policy.
4.5 Upon the written request of the Company the Customer shall allow access at allreasonable times to the Company to inspect the Goods at their place of storage and ifupon making such inspection the Customer has not fully complied with the terms theCompany may in its absolute discretion serve written notice upon the Customer specifyingthe appropriate steps to rectify such breach and should the breach not be rectified withinseven days then the Company shall be entitled to exercise those rights set out inparagraph 6 of this Clause.
4.6 The Customer hereby grants the Company its agents and employees an irrevocablelicence at any time to enter any premises where the Goods are stored in order to inspectthem or where the Customer,s right to possession is terminated, recover them (withoutbeing responsible for any damage caused in so doing).
4.7 Until title in the Goods passes to the Customer the entire proceeds of sale of anyGoods supplied by the Company to the Customer shall be held in trust for the Companyand shall not be mingled with other monies or paid into any overdrawn bank account andthe Company shall at any time be entitled to demand a statement of account to beprovided by the Customer within two working days which statement shall provide fulldetails of the whereabouts of the sale proceeds which shall be held by the Customer asthe Company,s fiduciary agent in trust.
4.8 The Customer,s right to possession of the Goods supplied by the Company shall beterminated if the Customer is declared bankrupt or makes any proposal to his Creditors forany composition or voluntary arrangement or, if the Customer is a company, anAdministrator or Administrative Receiver or Liquidator is appointed in respect of its business.
Cancellation will only be agreed to by the Company on condition that all costs andexpenses incurred by the Company up to the time of cancellation, and all loss of profitsand other loss or damage or charge resulting to the Company by reason of suchcancellation will be reimbursed by the Customer to the Company forthwith.
6.1 Invoices may be raised by the Company in respect of Goods sold at the time suchGoods are available for delivery.
6.2 All accounts shall be net monthly and due and payable by the Customer not later thanthe last day of the month following the month in which the Goods are delivered. The timeof payment of the Invoices shall be of the essence of the contract.
6.3 No further credit shall be given to the Customer unless agreed in writing by a Directorof the Company.
6.4 Except where the Company reduces a contract price the Customer will pay the fullinvoiced price of Goods delivered without any deduction or set-off on the grounds of anyshortfall in delivery, defect in quality or failure to conform to specification or other breach ofthe contract by the Company.
6.5 The Company reserves the right to charge interest at the rate of 8% per annum overHSBC plc base rate from time to time on any amount unpaid on a daily basis after the duedate for payment.
6.6 In the event of default payment by the Customer in accordance with agreed terms theCompany shall be entitled without prejudice to any other right or remedy to suspend allfurther deliveries without notice, and the Company shall be entitled to bring an Action forthe price notwithstanding that property in the Goods has not passed to the Customer. TheCustomer shall indemnify to the Company all costs incurred of bringing the Action.
6.7 All credit accounts are granted subject to the approval of trade and bank references by us.Customers wishing to open a credit account should contact the address set out on the web site.
6.8 All invoices are due for payment on the 30th day of the month following the invoice date. Anyinvoice outstanding beyond this period will be referred to Daniels Silverman Ltd & will be subject to asurcharge of 15% plus VAT to cover the collection costs incurred. This surcharge together with allother charges & legal fees incurred will be the responsibility of the customer & will be legally enforceable.
7.1 The Company shall be entitled to deliver the contract Goods by instalments of any sizeand in any order.
7.2 If the Company delivers more or less than the agreed quantity of Goods the followingprovisions shall apply:
7.2.1 The Company shall have no liability to the Customer in respect of the excess orshortfall unless the Customer gives the Company notice of the excess or shortfall withinseven days of delivery. If the Customer does give such notice:
220.127.116.11 In the case of excess delivery the Company will make arrangements for the excessto be returned to the Company at the Company,s expense.
18.104.22.168 In the case of short delivery the Company may at its own discretion either (a) makegood the shortfall by one or more further deliveries or (b) reduce the contract price by thesame proportion as the shortage bears to the contract quantity.
7.3 The Customer shall not be entitled to reject any delivery on the grounds of excess orshort delivery but shall pay the contract price or, where the Company exercises the optionreferred to in 22.214.171.124 (b) above, the reduced price in accordance with that provision.
7.4 Save as provided in Clauses 7.1 to 7.3 above, the Company shall not be liable for any
losses caused by excess or short delivery.
8.1 The Company warrants that the Goods conform to the contract specification and withany sample referred to in the specification.
8.2 The Company shall have no liability for any alleged failure of the Goods to conform tothe contract specification unless such failure is notified within seven days of their beingdelivered. This notice should be in writing with details of the defects.
8.3 If any of the goods are found not to be in accordance with the contract specification theCustomer shall notify the Company within seven days of their being delivered. TheCompany,s representative may then visit the Customer,s premises and examine therelevant Goods and if they are found not to conform to the contract specification theCompany may at its sole option either (a) at its own expense replace the Goods found notto be in accordance with the specification or (b) reduce the contract price by an amountequivalent to that proportion of the price payable in respect of the Goods found not toconform to the contract specification.
8.4 For the avoidance of doubt, the Company shall accept no responsibility or liability fordamage caused to the Goods by the use or misuse of the Customer after delivery.
The Company warrants that the Goods will correspond with their specification at the time ofdelivery and will be free from defects in material and workmanship for a period of twelvemonths from the date of despatch from the Company,s works.
10.1 Save as provided by Clause 8 above the Company agrees to replace or repair at itsoption Goods or parts of Goods manufactured by the Company and proved to theCompany,s satisfaction to be faulty (fair wear and tear or damage due to misuse oroperation excepted) provided that such fault be notified within twelve months from the dateof despatch from the Company,s works. Any such replacements shall include free deliveryto the Customer,s works.
10.2 The performance of the Company of its obligations contained in this Clause shall bethe total liability of the Company in respect of any defect or fault in the Goods supplied byit. Delivery or replacements shall include all cost of delivery to the Customer,s premises inthe United Kingdom (or if the Customer has no such premises F.O.B. UK port) but shallexclude all consequential loss or removal or rectification work required in connection withthe installation of such replacements and to the extent permitted by law no liability shallattach to the Company for any direct or indirect costs damages or expenses relating todamage to property or injury or loss to any person or firm or company and for any loss ofprofits or production arising out of or occasioned by any fault or defect of the Goodssupplied by the Company.
11.1 The Company shall not be liable in respect of:
11.1.1Goods arising from any drawing, design or specifications supplied by the Customer.
11.1.2 Any defect arising from fair wear and tear, wilful damage, negligence, abnormalworking conditions, failure to follow the Company,s instructions (whether oral or in writing)misuse or alteration or repair of the Goods without the Company,s approval.
11.1.3 The above Warranty (or any other warranty, condition or guarantee) if the total priceof the Goods has not been paid by the due date for payment.
11.2 The above Warranty does not extend to parts, materials or equipment notmanufactured by the Company, in respect of which the Customer shall only be entitled tothe benefit of any such warranty or guarantee as is given by the manufacturer to theCompany; and to the extent that the same may be assigned to the Company.
11.3 SUBJECT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, AND EXCEPTWHERE THE GOODS ARE SOLD TO A PERSON DEALING AS A CUSTOMER WITHINTHE MEANING OF SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977, ALLWARRANTIES, CONDITIONS AND TERMS IMPLIED BY STATUTE, REGULATION ORCOMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
11.4 Where the Goods are sold under a consumer transaction (as defined by theConsumer Transactions (Restrictions on Statements) Order 1976) the statutory rights ofthe Customer are not affected by these conditions.
11.5 Except in respect of death or personal injury caused by the Company,s negligence,the Company shall not be liable to the Customer by reason of any representation, or anyimplied warranty, condition or other term, or any duty at common law, or under the expressterms of the contract, or any consequential loss or damage (whether for loss of profit orotherwise), costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Company, its employers or agents orotherwise) which arise out of or in connection with the supply of the Goods or their use orresale by the Customer, except as expressly provided in these conditions.
11.6 Where the Goods are sold by means of distance communication, the ConsumerProtection (Distance Selling) Regulations 2005 apply.
12.1 The Customer hereby indemnifies the Company as follows:
12.1.1 against all claims liability damages costs and expenses incurred by the Companyarising in any way from any defect or failure of materials manufacture design orspecification in any Goods supplied to the Customer and forming part of the Company,sproduct including all consequential losses.
12.1.2 The Customer specifically indemnifies the Company against any claim liability losscosts damages and expenses incurred by the Company arising out of any liability of theCompany under the Consumer Protection Act 1987 and the General Product SafetyRegulations Act 1994.
13.1 The Customer agrees that it has relied upon no representation or statement made bythe Company save for those made in writing between the parties or contained in thequotation or this document or any document expressly stipulated therein to form part of thecontract and to be outside provisions of this Clause.
13.2 Illustrations and specifications or any advertising matter set out in the sales literatureof the Company are statements of opinion and are provided for information only and formno part of the contract.
13.3 Any typographical, clerical or other error or omission in any sales literature, websitebased information, quotation, price list acceptance of offer, invoice or other document orinformation issued by us shall be subject to correction without any liability on our part.
13.4 The Company shall be under no liability in respect of any defect in the Goods arising fromany drawing, design or specification supplied by you.
14.1 All drawings documents and other information supplied by the Company is supplied on theexpress understanding that the Customer will not without the written consent of the Company:
14.1.1 Give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof.14.1.2 use them in any way except in connection with the components for which they are issued.
14.2 The Company accepts no responsibility for the accuracy of the information ordrawings supplied by the Customer.
14.3 The Customer shall indemnify the Company from and against all actions claims costsand proceedings which arise due to the manufacture of components to the drawings andspecifications of the Customer where such drawings and specifications shall be at fault orwhere it is alleged that they involve an infringement of a Patent, Registered Design,Copyright or Design Copyright or other exclusive right.
14.4 The Customer undertakes to indemnify the Company against all costs expenses lossor damage incurred by the Company arising as a result of any claim or proceedings for oron account of infringement of letters patent trademark or trade name or registered designsor any other protected rights in relation to Goods supplied by the Company and which weremanufactured or designed by the Company in accordance with specifications and/ordrawings produced to the Company by the Customer on the Customer,s behalf.
14.5 Having manufactured designed or assembled products to specifications supplied bythe Customer the Company shall in no way be liable for any loss or damage of whatsoevernature arising in any way out of or out of the use of defective designs specifications orinformation supplied by the Customer on the Customer,s behalf and the Customer will keepthe Company indemnified in respect thereof.
15.1 The Company shall be entitled to appoint one or more sub-contractors to carry out allor any of the Company,s obligations hereunder without any obligation to the Customer toobtain permission to do so.
15.2 The Company shall be under no liability for any delay loss or damage caused wholly orin part by Act of God, war, strike, lock-out, fire, flood, drought, tempest, industrial action,government restriction condition or control or by reason of any act done or not donepursuant to a trade dispute whether such dispute involves the Company,s servants or not orby reason of any other act, matter or thing beyond the reasonable control of the Company.
15.3 No right or licence is granted under this contract to the Customer under any patent,trademark, copyright, registered design or other intellectual property right except the rightto use or resell the Goods.
15.4 The specifications and design of the Goods (including the copyright) design right orother intellectual property shall as between the parties be the property of the Company.Where any designs or specifications have been supplied by the Customer for themanufacturer by or to the order of the Company then the Customer warrants that the useof those designs and specifications for the manufacture, processing, assembly or supply ofthe Goods shall not infringe the rights of any third party.
15.5 Any notices required to be served pursuant to this contract of sale shall be in writingserved by first class post or by hand on the Company at the address set out overleaf orsuch other address as the Company may from time to time notify to the Customer and onthe Customer,s Registered Office or principal place of business.
15.6 We reserve the right, without prior notice, to discontinue or make design changes tothe Goods as part of a continuous programme of improvement, or to assist availability.
WE ARE REQUIRED TO DRAW YOUR ATTENTION TO THE FOLLOWING MATERIALS:-CADMIUM - CADMIUM COMPOUNDS ARE EXTREMELY POISONOUS SO CARENEEDS TO BE TAKE IN THE HANDLING AND USE OF CADMIUM PLATEDCOMPONENTS. CONTAMINATION FROM NORMAL HANDLING IS LIKELY TO BESLIGHT BUT NORMAL HYGIENE PRECAUTIONS SHOULD BE STRICTLY OBSERVED.CADMIUM PLATED PARTS SHOULD NEVER BE ALLOWED TO COME INTO CONTACTWITH FOODSTUFFS OR BE USED IN CONTAINERS FOR HOLDING FOOD.PRECAUTIONS MUST BE TAKEN TO AVOID INHALING CADMIUM FUMES IF IT ISNECESSARY TO HEAT CADMIUM PLATED COMPONENTS, E.G. FOR SOLDERING,WELDING OR CUTTING.IN MANY APPLICATIONS ZINC IS A SAFER ALTERNATIVE TO CADMIUM.ZINC - ZINC SHOULD NOT BE USED WHERE IT MAY COME INTO CONTACT WITHFOOD CONTAINING ANY ACID WHICH COULD PRODUCE SOLUBLE ZINCCOMPOUNDS. PRECAUTIONS MUST BE TAKEN TO AVOID INHALING THEEXTREMELY UNPLEASANT AND POSSIBLE DANGEROUS WHITE FUMES IF IT ISNECESSARY TO HEAT ZINC PLATED COMPONENTS, E.G. FOR SOLDERING,WELDING OR CUTTING.CHROMATE PASSIVIATION TREATMENTS - CARE SHOULD BE TAKEN IN HANDLINGCOMPONENTS THAT HAVE BEEN ZINC OR CADMIUM PLATED AND CHROMATEPASSIVATED; THERE IS A RISK OF SKIN IRRITATION AND DERMATITIS FROMHANDLING SUCH COMPONENTS FOR LONG PERIODS WITHOUT THE USE OF GLOVES.
17.1 The figures for ultimate strengths shown in our literature have determined by tensiletests on standard assemblies, i.e. fastener and catchplate, and do not include any safetyfactors. The loading figures for handles are for loads applied normally and do not allow forside loading which will tend to straighten out the wire component, except handle 98-651which incorporates a joining piece to resist deformation.
17.2 Overstrain can be caused by the load applied to close a toggle action fastener, whereno resilience is present. There is a considerable mechanical advantage obtained by theovercentre action, concomitant with the leverage ratio.
17.3 Where applications to be clamped have no resilience such as rubber seals or flexiblematerials, a fastener with one of the forms of spring extension may give a more satisfactoryresult. Load extension characteristics are available on request. Ultimate loads given forspring loaded fasteners are actual failure loads which are outside the resilient range.
17.4 To prevent inadvertent release, certain fasteners are offered with a safety catch; orhave provision for a security pin, as an alternative to a security seal.
17.5 Fixing centres where given in the catalogue are to commercial tolerances for averageapplications and Customers are advised to determine dimensions for specific applicationsfrom a sample.
17.6 The corrosion resistance of Stainless Steel fasteners are offered is dependent uponthe grade of material and some may oxidise more rapidly under certain conditions. Detailsof grades used are available on request.
17.7 Zinc plate, with full iridescent passivation, may be substituted for Cadmium plate, withfull iridescent passivation, unless otherwise agreed.
18.1 The formation, construction and performance of this contract shall be governed inrespects by English Law.
18.2 All disputes arising out of or connected with this contract shall be resolved byarbitration. The arbitrator shall be appointed by agreement of the parties or in defaultwithin thirty days by the President of the Law Society.
19.1 Protex Fasteners Ltd is not responsible for the content of external internet sites.Protex Fasteners Ltd makes no warranties or representations with regard to their productsor services.
20.1 The copyright of all 3D Models and CAD drawings on this website of the property of ProtexFasteners Ltd. Obtaining a user ID and password for the 3D models and CAD download serviceauthorises you to download and use CAD drawings and the content contained therein exclusivelyfor your internal, non-public, business use. You are prohibited from publishing the 3D modelsor CAD drawings and information contained therein in any form to any third party without theprior written consent of Protex Fasteners Ltd. All reproductions shall identify the productas a Protex Fasteners Ltd. product.
20.2 The Company shall be under no liability for any delay loss or damage caused wholly or inpart by the user not reading and/or understanding the "Read Me" files which are supplied forcertain generic parts.
20.3 The 3D models are modelled only as representations of the product. Any accurate dimensionsshould be taken from the 2D drawing.
21.1 By registering for the 3D models and CAD drawings or using our online trading facility youagree to receive at least one product information e-mail (eNews) from Protex Fasteners Ltd. If(after you have received at least one product information e-mail) in the unlikely event you donot wish to receive our informative e-mail, you will be able to unsubscribe from this service.
If any of the conditions in this Conditions of Sale shall be adjudged to be void andunenforceable as going beyond what is reasonable in the circumstances but would be validif part of wording or clause was amended or deleted, such conditions shall apply with suchminimum modifications as may be necessary to make them valid and effective.Feb.2005