1.1 These conditions govern all contracts made by A & M Manufacturing Company Ltd (the Company), superseding any customer’s conditions of order or purchase (or any other standards, specifications, conditions, or particulars specified or adopted by the Customer) unless explicitly agreed in writing by the Company as part of the contract.

1.2 These conditions override and nullify any prior terms, representations, or warranties that might otherwise be applicable to the goods.


2.1 Orders placed in response to the Company’s quotations or estimates are not considered binding unless confirmed by the Company in writing.

2.2 The Company’s tenders (quotations and estimates) are valid for acceptance only within 30 days from the tender date unless a different period is specified in the tender or agreed upon.


3.1 The Company reserves the right to accept order cancellations only before the commencement of manufacturing of the tooling required for the order or, if existing tooling is to be used, before the start of the goods’ manufacturing process.


4.1 Drawings, designs, or specifications provided to the Company by the Customer remain the Customer’s property, retaining all copyright, design rights, and other intellectual property. However, the Company holds a lien on all such items for any amounts owed and is entitled to sell items under lien following notice to the customer. The Customer grants a perpetual, royalty-free license for the Company to use these drawings, designs, and specifications for contract purposes and to any purchaser from the Company of these items following a sale under this clause. The Company will assume all designs, drawings, and specifications supplied by the Customer are accurate and suitable for producing the required goods. Unless explicitly agreed in writing, all tooling created by the Company for manufacturing goods will be jointly owned by the Customer and the Company, with all related intellectual property rights jointly vested. The Customer will bear the cost of designing and producing all required tooling. For goods previously manufactured by the Company, it is entitled to assume the goods will conform to the most recent specifications provided by the Customer. The Customer guarantees that any designs, drawings, and specifications it provides will not infringe on any third-party rights and agrees to indemnify the Company against any related third-party claims. Tooling and dies made by the Company will remain in its possession, stored and maintained according to its standard procedures for their expected working life or until deemed unusable by the Company. The Company, as bailees of the tools and dies, will take reasonable care but is not liable to replace lost, damaged, or worn-out tools and dies and is not required to insure them. Any tool and die modifications due to changes in Customer requirements or insufficient specifications will be charged to the Customer.


5.1 The price quoted in the contract is contingent upon the costs of materials, fuel and power, manufacturing, transportation, and labour as of the order or quotation acceptance date (whichever comes first). Should there be any increase in these costs before the goods are delivered, the Company reserves the right to adjust the goods’ price accordingly. Any price adjustment made under this clause will be final and binding for both parties, without providing grounds for cancellation. All prices are exclusive of any applicable value-added tax or any other duties related to the manufacture, processing, transport, export, import, sale, or delivery of the goods (regardless of whether it is initially imposed on the Company or the Customer), which will be added to the invoice. The provided prices are based on ex-works terms. Should the Company agree to organise delivery, it will incur an additional charge to the Customer (either the cost to the Company or, if the Company manages delivery, its standard delivery charges at the time of dispatch) and will be delivered to the address specified in the Company’s quotation or estimate unless expressly agreed otherwise in writing.


6.1 All quoted prices are net, and subject to approved credit, payments are due no later than the end of the month following the dispatch month unless a different arrangement is expressly agreed. For orders delivered over a period, each shipment will be invoiced upon dispatch, and invoices for each month will be considered a separate account and payable as such. Non-payment for any goods, delivery, or instalment, or exceeding any agreed credit limit entitles the Company to halt further deliveries and work on the same or any other order from the Customer, without affecting other rights of the Company. The Company is entitled to charge interest on overdue accounts at a rate of 4% above the base rate of National Westminster Bank plc, effective at that time (before and after any judgment). In cases of doubt about a customer’s financial status, or failure to pay for goods, delivery, or instalment, or if an agreed credit limit is exceeded, the Company reserves the right to suspend delivery of any order or part thereof without liability until payment or satisfactory security for payment is provided. The Customer is not entitled to withhold payment due to any set-off or counterclaim rights they may allege. Should the Customer fail to pay according to this contract, breach any contract terms, undergo any legal distress on their assets, propose any arrangement with creditors, commit an act of bankruptcy, have a bankruptcy petition filed against them, become unable to pay debts as they fall due, have a winding-up resolution or petition presented if a limited company, or if a receiver, administrator, or manager is appointed over any part of the Customer’s business or assets, or undergo analogous proceedings under foreign law, all outstanding sums for the goods will become immediately due. The Company, at its discretion and without prejudice to any other rights, may suspend future deliveries to the Customer and/or terminate the contract without liability on its part; and/or exercise any of its rights under clause 12.


7.1 The delivery or performance dates mentioned in the contract are only approximate, and unless explicitly stated otherwise, time is not critical for delivery. The Company shall not be held liable for any consequences stemming from a delay in delivery or failure to deliver, provided the delay is not significant, or if the delay or failure arises from unforeseeable or uncontrollable events such as acts of God, fire, adverse weather conditions, industrial action (regardless of location), hostilities, equipment breakdowns, shortages of labour, materials, power, or other supplies, late or failed deliveries by suppliers or subcontractors, government orders or interventions (whether legally binding or not), or any other cause beyond the reasonable control of the Company or that is exceptionally unforeseen. Such delays do not grant the Customer the right to reject any delivery or any further instalments or parts of the order, nor to cancel the contract or any other order from the Customer. The Company does not commit to adhering to any delivery schedules provided by the Customer after the contract date.


8.1 Goods are considered accepted by the Customer 10 working days (being days the Company operates) following delivery. 8.2 After acceptance, the Customer cannot reject goods that do not comply with the contract. If the Customer rightly rejects any goods not meeting contract specifications, the Customer must still pay the full price for such goods unless they promptly notify the Company of the rejection and return the goods at their expense before the payment due date.


9.1 If the Customer fails to accept delivery of the goods when they are ready, the Company may arrange for the goods’ storage, and the Customer will be responsible for the reasonable costs (including insurance, which the Company is not required to procure) of such storage. This condition does not affect any other rights the Company may have regarding the Customer’s failure to accept the goods or make payment in accordance with the contract, as if the goods had been delivered when ready.


10.1 Unless agreed otherwise, delivery will be made from the Company’s premises. If delivery is arranged to another location through a third party, the Customer will reimburse the delivery costs, payable immediately upon invoicing. The Company retains all remedies for the non-payment of goods. Upon delivery, the Customer must inspect the goods and within 10 working days, report any defects, shortages, damage, or non-compliance with the description or sample. The Customer must allow the Company to inspect the goods within a reasonable time after delivery and before their use. Failure to adhere to these conditions will result in the goods being deemed in line with the contract and free from any detectable defect or damage, thus considered accepted by the Customer. The Customer must inform the Company of any complete consignment non-delivery within 14 days from the dispatch date (as stated on the invoice). Regardless of such notice, a signature on the carrier’s delivery documentation will signify receipt of the quantity of goods listed. Should the goods not meet contract standards, the Customer’s only recourse is either replacement of the goods by the Company or a refund of a proportionate part of the price, at the Company’s discretion. The Company’s liability to the Customer, for contract breaches or otherwise, shall not exceed the price of the goods, with no liability for direct or indirect loss, expenses (including any work on castings), or third-party liabilities incurred by the Customer. All implied or statutory warranties and conditions are excluded from this contract, except where such exclusions are prohibited by law, including any liability for death or personal injury due to the Company’s negligence or affecting the statutory rights of consumers.


11.1 For orders requesting goods or materials not typically supplied by the Company, every reasonable effort will be made to fulfil the order. However, if it becomes impossible, impractical, or not cost-effective to complete the order, the Company reserves the right to cancel the contract or any remaining unfulfilled part of it. In such cases, the Customer will only be liable for the parts of the order that have been delivered.


12.1 The risk associated with the goods shall transfer to the Customer in the following circumstances: (I) for goods scheduled for delivery at the Company’s premises, risk passes upon delivery; for goods delivered elsewhere by the Company’s transport, risk passes upon delivery to the destination; for goods transported by a third party, risk passes when the goods are consigned to the third party; or (II) earlier, when the goods are allocated to the Customer but remain at the Company’s premises at the Customer’s request. Despite the above, legal and beneficial ownership of the goods remains with the Company until either full payment for the goods is received by the Company or the Customer conducts a bona fide sale of the goods at full market value, whichever occurs first.

12.2 Before full payment is made (regardless of whether the payment is overdue), the Company may (without affecting its other rights) reclaim possession of the goods or instruct that they not be sold or moved. The Company, or its representatives, may enter the Customer’s premises for this purpose. Goods in the Customer’s possession are presumed unpaid for unless proven otherwise by the Customer. The Company reserves the right to allocate payments from the Customer towards any outstanding debts, at its sole discretion. Until full payment is received, the Customer acts as a bailee for the Company, storing the goods separately and identifiably. However, before full payment, the Customer may use or sell the goods in the ordinary course of business. The Company is entitled to trace the proceeds of any such sale as per the principles in In Re Hallett’s Estate (1880) 13 CH D 696. The Customer’s rights to use or resell the goods before full payment can be immediately revoked by the Company through written notice and will automatically end upon the Customer facing any insolvency proceedings. If the Customer’s rights are revoked, the Company may: transfer ownership of the goods to the Customer via written notice; cancel any outstanding orders and halt goods in transit; resell any goods as it sees fit, with the Customer responsible for any shortfall between the contract and resale prices, alongside any costs incurred by the Company for repossession, storage, and resale.

12.3 This clause does not entitle the Customer to return any goods, and the Customer remains liable for the full price, even if ownership of the goods has not yet transferred.


13.1 A & M Manufacturing Company Ltd guarantees that any hidden defects in the goods, which the Customer could not have identified through diligent inspection and are reported within 10 days of delivery, or if within 30 days from that date the goods are found not to comply with the contract or any explicit descriptions or representations made by or on behalf of the Company, will be addressed by the Company at its discretion. This may involve replacing the defective part of the goods, accepting the return of the goods, and refunding the purchase price, considering a reasonable deduction for any damage incurred from delivery to return. The Customer’s recourse for any claim under this warranty, any statutory condition or warranty, or any other claim related to the goods (regardless of the Company’s negligence) is strictly limited to either replacement or refund of the purchase price as specified. Any statutory condition or warranty will not apply after the warranty period has ended. Beyond the specified remedies, the Company is not liable for any damages, compensation, costs, expenses, losses, or other liabilities, whether direct or consequential. All other legal remedies, including those for alleged contractual breaches or misrepresentation, are excluded unless such exclusion is restricted by law.


14.1 A & M Manufacturing Company Ltd assumes no liability for any advice or opinions provided to Customers, whether explicitly or impliedly, regarding the goods’ design, their suitability for any purpose, or any process they may undergo, unless such advice is solicited by the Customer in writing and the Company responds in writing. Should any provided explicit representations prove incorrect or inaccurate, the Company’s liability will be confined to a suitable portion of the goods’ purchase price. The Company will not be liable for any damages, compensation, costs, expenses, losses, or other liabilities, whether direct or consequential. Any other legal remedy that would otherwise be available is hereby excluded, except where such exclusion is prohibited by law.


15.1 The Customer must specify any requirements regarding gauges, dimensions, weights, quantities, and sizes in writing before the Company agrees to accept the order or submit a tender. The Company will aim to adhere to these specifications within normal manufacturing tolerances. However, the Customer must accept reasonable variations, and cannot reject goods or demand replacements solely on the basis that the specifications are not met exactly. Unless agreed upon in writing, the Company will not conduct any physical (other than visual) or chemical tests on the goods and will not be liable for any deficiencies that such tests might reveal. It is the Customer’s responsibility to determine the necessity of such tests based on the intended use of the goods. If the Company provides a sample casting or product example, it will be considered to meet the Customer’s requirements unless the Company is notified otherwise in writing within 7 days of the sample’s receipt. Any additional tests requested by the Customer, unless specifically agreed otherwise, will incur extra charges. Testing and inspections, unless specifically requested by the Customer, will be conducted according to the Company’s standard procedures, which are available upon request, and the results from these tests will be conclusive. All testing is subject to analytical tolerances.


16.1 The Company is deemed to have fulfilled the contract by delivering quantities or weights within a 10% variance (above or below) of what the Customer ordered. Any discrepancy within this 10% range does not entitle the Customer to reject any delivery, any further instalments, or any part of the order, nor to cancel the contract or any other order. Discrepancies exceeding 10% must be reported in writing to the Company within 7 working days of dispatch. The Company’s responsibility for short deliveries is limited to supplying the shortfall or, at its discretion, providing a pro-rata price reduction. For excess deliveries, the Customer can choose to purchase the additional goods at the contract price or return them.


17.1 The Company retains the right to sub-contract any portion of the contract as necessary.