Allgemeine Geschäftsbedingungen

1. WARRANTY
Brauer warrants that each product to be delivered hereunder will be of the kind designated or specified and no other warranty except of title shall be implied. The conditions of any tests shall be mutually agreed upon and Brauer shall be notified of and may be represented at all tests that may be made. If any product delivered hereunder fails to conform to the specifications or to be of the kind designated prior to the date which is 60 days from the date of shipment or prior to the date of use or resale of the product by the Purchaser whichever date sooner occurs, and if the Purchaser shall notify Brauer thereof immediately, Brauer shall thereupon correct the defect or defects by making available a repaired or replacement product. The liability of Brauer (except as to title) arising out of the supplying of the said product or its use, whether by warranty, contract, negligence or otherwise shall not in any case exceed the cost of repairing defects in the product or replacing the product as herein provided, and upon the expiration of the applicable warranty period specified herein, all such liability shall terminate. The foregoing shall constitute the sole and exclusive remedy of the Purchaser and the sole and exclusive liability of Brauer. 

THE WARRANTIES STATED IN THIS PARAGRAPH ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE) WRITTEN OR ORAL, STATUTORY EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PURPOSE.

Nothing herein shall be deemed to seek to exclude Brauer’s liability in respect of death or personal injury arising out of the negligence of Brauer.

2. TOOLS

Tools, dies and fixtures used in the manufacture of products hereunder are quoted and billed separately as "Expendable Tooling" and shall remain the property of the Seller. The Seller will for a period of time ending one year after the date of completion of the Buyer's most recent production order maintain all such tools, dies, and fixtures in its possession and in addition to fill additional orders.

3. PATENTS
3.1 The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of compliance with the Purchaser’s specifications, designs or instructions which involve the infringement of any letters patent, registered design, trade mark or copyright.

3.2 Except as otherwise provided in Clause 3(a) hereof the Seller shall defend any suit or proceeding brought against the Buyer so far as based on a claim that any product or any part thereof furnished under this Contract constitutes an infringement of any patent provided that the Buyer notifies the Seller promptly in writing and gives authority information and assistance (at the Seller's expense) for the defence of the said suit or proceeding. The Seller shall pay all damages and costs awarded therein against the Buyer. In case the said product or any part thereof is in such proceedings held to constitute an infringement of a patent Brauer shall at its own expense and its option either procure for the Buyer the right to continue using the said product or part or replace the same with a non-infringing product or part or modify it so it becomes non-infringing or remove the said product or part and refund the Buyer's price. The Seller shall however in no event be liable for any use made by the Purchase of the product furnished hereunder. This Clause states the entire liability of the Seller for patent infringements by the said product or any part thereof.

4. DELIVERY
Delivery of goods shall be given and taken at the sellers premises unless the Seller has specifically agreed in writing to arrange transport for the goods in which case delivery shall occur when the goods arrive at the designated place of delivery. Failure by the Buyer to take delivery of any one or more instalments of goods delivered in accordance with the contract shall entitle the Seller to treat the contract as repudiated by the Buyer either in whole or in part.

4.1 Delivery time is estimated in good faith but is not guaranteed, the Buyer shall have no right to damages or to cancel the contract for the Sellers failure for any reason to deliver by the time stated. The date for delivery shall in every case be dependant upon prompt receipt of all necessary information, including Buyer drawing approval, contract information and final instruction from the Buyer.

4.2 Unless otherwise specifically provided in writing, upon delivery to the carrier all risk of loss or damage shall pass to the Buyer whose responsibility it shall be to make claims against the carrier.

4.3 The Seller will endeavour to comply with reasonable requests from the Buyer for postponement of delivery of the goods but shall be under no obligation to do so. Where delivery is postponed, otherwise than due to the default of the Seller then without prejudice to all other rights and remedies available to the Seller, the Buyer shall pay all costs and expenses, including a reasonable charge for storage and transportation so occasioned.

4.4 The Seller will not be liable for unloading the goods at the place of delivery except by prior agreement in writing and if the Seller does participate in the unloading (whether with or without such prior agreement) the Buyer will indemnify the Seller in respect of claims brought against the Seller relating to its participation in such unloading.

4.5 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.

5. FORCE MAJEURE
The Seller shall not be liable for delay in delivery or failure to manufacture, due to causes beyond its reasonable control, or due to acts of God, acts of the Buyer, acts of civil or military authority, priorities, fire, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, inability due to causes beyond its reasonable control to obtain necessary labour, materials, or manufacturing facilities, or due to any other commercial impracticability. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

The due performance of the Contract is subject to cancellation by Brauer or to such variation as it may find necessary as a result of inability to secure labour, materials, or supplies or as a result of any act of God, war, strike, lockout, or other labour dispute, fire, flood, drought, legislation or other clause (whether of the foregoing class or not) beyond the control of Brauer.

6. PRICES AND QUOTATIONS
6.1 Unless otherwise agreed in writing all prices are quoted net ex-works exclusive of VAT. Quoted prices are subject to fluctuation in the event of any increase in the Sellers costs of production and supply of the goods.

6.2 Prices are those in effect at the time an order is accepted by the Seller and are subject to change until order acknowledgement is issued to the Buyer, except that if the Buyer specifies delivery beyond 30 days from the date of the order, prices shall be the prices in effect at the date of delivery.

6.3 If the work covered by the purchase order is delayed or cancelled by the Purchaser, payments for that portion of the work completed at the date request for delay or cancellation is received from the Purchaser shall be made based on the purchase price and the percentage of completion. In the event that the delay or cancellation extends beyond 30 days from the date of order, goods shall be billed at those prices in effect at the date of delivery.

6.4 Quotation shall be available for acceptance for a minimum period of 7 days from date of issue and may be withdrawn by the Seller by written or oral notice to the Buyer at any time prior to the Sellers acceptance.

6.5 If any statement or representation (other than a fraudulent representation) has been made to the Buyer by the Seller or its officers, employees or agents (other than in the document(s) enclosed with the Sellers quotation or acknowledgement of order),upon which the Buyer wishes to rely it shall only be entitled to do so if the statement of representation is attached to or endorsed on the Buyers order and then only if the Seller subsequently confirms in writing to the Buyer that the Buyer is entitled to rely on the statement or representation.

6.6 The Seller reserves the right to apply a surcharge to small orders.

7. PAYMENTS AND PASSING OF OWNERSHIP
7.1 Each contract shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If delivery is delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make delivery. Products held for the Buyer shall be at the risk and expense of the Buyer. If the Seller considers the credit worthiness of the Buyer to have deteriorated after the date of the contract the Seller shall be entitled to require payment prior to delivery.

7.2 Where goods are delivered by instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these conditions.

7.3 Unless other terms are agreed in writing between the parties payment shall be made to the Seller within 20 days following the end of the month of invoicing/despatch. If payment is not made on these terms or such other terms agreed between the parties then the Seller without prejudice to any rights it may have shall be entitled to suspend any further deliveries of goods to the Buyer.

7.4 No disputes arising under the contract nor delays, otherwise than due to default by the Seller shall interfere with prompt payment in full by the Buyer and the Buyer shall not be entitled to withhold a payment or set off against payment for any goods delivered any sum of money due for any reason whatsoever from the Seller to the Buyer.

7.5 If the Buyer shall default in payment, the Seller shall be entitled without prejudice to any other right or remedy, to do all or any of the following:

7.5.1 To suspend any or all further deliveries under contract and under any other contract between the Seller and the Buyer then current without notice.

7.5.2 To serve notice on the Buyer requiring immediate payment for all goods supplied by the Seller under this and all other contracts with the Buyer whether or not payment is otherwise due. To charge interest on any amount outstanding at the rate of 2% per annum above the base rate of NatWest bank, such interest payment being charged as a separate continuing charge not merging with any judgment.

7.5.3 If necessary to sue for the price of the goods even though (in due case of the goods) title may not have passed to the Buyer.

7.5.4 To exercise a general lien over all goods which are owned by the Buyer and in the Sellers possession. The Seller shall be entitled upon the expiry of 14 days written notice to the Buyer, to dispose of such goods as it thinks fit and to apply any sale proceeds towards the Buyers indebtedness to the Seller.

8. PROPERTY IN THE GOODS
8.1 The property (both legal and equitable) in the goods supplied under this Contract (in this Clause 8 referred to as "the Contract Goods" which expression includes any of them) shall not pass to the Purchaser until

8.1.1 the purchase price of the Contract Goods has been paid in full; and

8.1.2 payment by the Buyer to the Seller of any sum which is now or may hereafter become due and owing from the Buyer to the Seller.

8.2 The Buyer shall be at liberty to convert or incorporate the Contract Goods into or mix the Contract Goods with other goods or materials (the product of such conversion incorporation or mixture being in this Clause referred to as "the New Goods") prior to the property in the Contract Goods passing to the Purchaser in accordance with Clause 8.1 but in such event property in the New Goods (whether the other goods or articles into which the Contract Goods have been converted or incorporated or with which the Contract Goods have been mixed belong to the Purchaser or not) shall be and remain with Brauer immediately upon such conversion, incorporation or mixture until

8.2.1 the purchase price of the Contract Goods has been paid in full; and

8.2.2 Payment by the Buyer to the Seller of any sum which is now or may hereafter become due and owing from the Buyer to the Seller.

8.3 Until property in the Contract Goods or the New Goods has passed to it or until delivery of the Contract Goods or the New Goods to a third party pursuant to Clause 8.4 the Buyer shall hold the Contract Goods in its possession in a fiduciary capacity, shall not obliterate any mark placed on the Contract Goods or their packaging by the Seller identifying the Contract Goods as products of the Seller, and (save where the Contract Goods are being converted or incorporated into or mixed with other goods or materials to create the New Goods pursuant to Clause 8.2) shall keep the Contract Goods and the New Goods when created separate from its other assets.

8.4 The Buyer shall be at liberty to deliver the Contract Goods or the New Goods to a third party pursuant to an agreement to re-sell the Contract Goods or an agreement to sell the New Goods prior to the property in the Contract Goods or the New Goods passing to the Buyer in accordance with Clauses 8.1 and 8.2.

8.5 The Buyer’s liberty to convert or incorporate the Contract Goods into or to mix the Contract Goods with other goods or materials pursuant to Clause 8.2 and the Purchaser’s liberty to deliver the Contract Goods or the New Goods to a third party pursuant to Clause 8.4 shall cease upon the Buyer (being individual) committing any act of bankruptcy or making an arrangement or composition with his creditors or his taking the benefit of any Act for the time being in force for the relief of insolvent debtors of his suffering or allowing any execution whether legal or equitable to be levied on his property or to be obtained against him or (being a body corporate) its having convened a meeting of creditors (whether formal or informal) or its having entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or its having had a receiver manager or administrator appointed of its undertaking or any part thereof or its having any resolution passed or a petition presented to any Court for its winding up.

8.6 Where the Buyer uses the Contract Goods to convert or incorporate the same into or mixes the same with other goods or materials pursuant to Clause 8.2 the Buyer shall conclusively be deemed to have used the Contract Goods in the order in which the Contract Goods of the kind so used were supplied by the Seller to the Buyer.

8.7 Where the Purchaser delivers the Contract Goods to a third party pursuant to Clause 8.4 the Buyer shall conclusively be deemed to have delivered the Contract Goods to its customers pursuant to any agreement to re-sell the Contract Goods in the order in which the Contract Goods of the kind so delivered were supplied by the Seller to the Buyer.

8.7.1 Where the Buyer delivers the New Goods to a third party pursuant to Clause 8.4 the Purchaser shall conclusively be deemed to have delivered the New Goods to its customers pursuant to any agreement to sell the New Goods in the order in which the New Goods of the kind so delivered were created by the Buyer.

8.8 The Seller shall be entitled at any time after payment for then Contract Goods has become due to take possession of the Contract Goods and/or the New Goods and to remove them to the Seller's premises and the Buyer shall be deemed irrevocably to have granted authority to the Seller to enter upon the Buyer’s premises by its servants or agents in order to take possession of the Contract Goods and/or the New Goods (if necessary) to dismantle the Contract Goods and/or the New Goods from any article or articles to which they have been attached and to remove the Contract Goods and/or the New Goods from the Buyer’s premises. If prior to the expiry of 7 days from the date when the Seller has re-taken possession of the Contract Goods and/or the New Goods the Buyer pays all sums then due and owing from the Buyer to the Seller (including payment in full for the Contract Goods) together with the costs of taking possession of the Contract Goods and/or the New Goods under this Clause 8.8, the Seller will re-deliver the Contract Goods and/or the New Goods to the Buyer at the Buyer’s expense. If within the said 7 day period the Buyer fails to pay all sums due from the Buyer to the Seller, the Seller shall, without further obligation to the Buyer save as hereinafter set out, be entitled to sell the Contract Goods and the New Goods.

8.8.1 In the case of all Contract Goods re-possessed the Buyer shall thereupon pay to the Seller the difference, if any, (a) the contract price of the Contract Goods less any part payment for the Contract Goods made by the Buyer and (b) the price obtained by the Seller upon re-sale less the costs and expenses of re-taking possession and re-selling the Contract Goods; and

8.8.2 In the case of all New Goods of which possession is taken the Seller shall pay to the Buyer the balance of any sums received upon the sales of the New Goods after deducting all sums due and owing from the Buyer to the Seller and the costs of taking possession of and re-selling the New Goods save that if the sums received by the Seller upon selling the New Goods do not exceed all sums due and owing from the Buyer to the seller and the costs of taking possession of and re-selling the New Goods the Buyer shall pay to the Seller any shortfall.

8.9 In the event of the Buyer re-selling the Contract Goods or selling the New Goods before the property in the Contract Goods and the New Goods passes to the Buyer in accordance with Clauses 8.1 and 8.2 the Buyer shall account to the Seller for all the proceeds of any such re-sale or sale and, prior to paying such proceeds to the Seller, the Buyer shall hold the same in a fiduciary capacity keeping the same separate from its other monies. On receiving such proceeds pursuant to the Buyer's obligation to account therefore the Seller shall immediately return to the Buyer any sum received in excess of the total of all sums due and owing from the Buyer to the Seller at the date of receipt by the Seller of such proceeds of sale (including the purchase price of the Contract Goods).

8.10 The Seller’s rights herein contained shall continue beyond the discharge of the party’s primary obligations under this Contract subsequent upon the termination of this Contract for breach by either the Seller or the Buyer's and the Seller’s rights shall be in addition to the Seller’s right to maintain an action against the Buyer for the price of the Contract Goods and any other right available to the Seller at law or in equity.

8.11 Nothing in this Clause 8 shall constitute the Buyer the agent of the Seller in respect of any re-sale of the Contract Goods or sale of the New Goods by the Buyer to a third party so as to confer upon such third party rights against the Seller.

9.TERMINATION OF CONTRACT
If the financial condition of the Buyer at any time does not in the judgement of the Seller justify continuance of the work to be performed by the Seller hereunder on the terms of payment originally specified the Seller may require full or partial payment in advance and in the event of bankruptcy or insolvency of the Buyer or in the event any proceeding is brought by or against the Buyer under the bankruptcy or insolvency laws the seller shall be entitled to cancel any order then outstanding without prejudice to any antecedent rights and shall receive reimbursement for its cancellation charges and all costs incurred up to the date of cancellation.

10. TAXES
The Seller's prices do not include sales, use, excise, value added or similar taxes. Consequently, in addition to the price specified herein the amount of any present or future sales, use, excise, value added or other similar tax applicable to the sale of the products hereunder or to the use of such products by the Seller or by the Buyer, or any value added or added value tax shall be paid by the Buyer or in lieu thereof the Buyer shall provide the Seller with a tax exemption certificate acceptable to the tax authorities.

11. SHORTAGES AND DEFECTS
11.1 The Buyer shall only be entitled to claim for shortages and defects in the goods as supplied which are apparent on visual inspection if: -

11.1.1 The Buyer inspects the goods within 7 working days following the date of their arrival at its premises or other agreed destination, and

11.1.2 A written complaint specifying the shortage or defect is made to the Seller (and where the Seller has arranged transport for the goods in accordance with a specific contractual obligation to do so, to the courier). Within 7 working days of delivery in the event of shortages, defect, or non-delivery of any separate part of a consignment or within 14 working days of the notified date of despatch in the event of non-delivery of a whole consignment or, if applicable, within such shorter period as the carrier conditions require; and

11.1.3 the Seller is given the opportunity to inspect the goods and investigate any complaint before any use of or alteration to or interference with the goods.

11.2 If a complaint is not made to the Seller as provided in this condition 11, the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to pay for the same accordingly.

11.3 Defects in the quality or size of any instalment delivery shall not be grounds for cancellation of the remainder of the contract.

11.4 The Buyer shall not be entitled to claim in respect of any repairs or alterations undertaken by the Buyer without the prior specific written consent of the Seller nor in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect, or misuse nor in respect of any goods to which alterations have been made without such consent or to which replacement parts not supplied by the Seller have been fitted.

11.5 The Seller shall not be liable for (and the Buyer shall indemnify the Supplier against) claims arising from the loss or damage suffered by reason of use of the goods after the Buyer becomes aware of a defect or after circumstances have occurred which should reasonably have indicated to the Buyer the existence of a defect.

11.6 The Seller may within 15 days of receiving a written complaint (or 28 days where the goods are situated outside of the United Kingdom) inspect the goods and the Buyer, if so required by the Seller shall take all steps necessary to enable it to do so.

12. GUARANTEE
12.1 Except or otherwise provided in these conditions, section 12 to 15 of the Sale of Goods Act 1979 are to be implied into the contract.

12.2 If the condition of the goods is such as might or would, (subject to these conditions) entitle the Buyer to claim damages, to repudiate the contract or to reject the goods the Buyer shall not then do so but shall first ask the seller to repair or supply satisfactory substitute goods and the Seller shall then be entitled as is option to repair or take back the defective goods and to supply satisfactory substitute goods free of cost and within a reasonable time or to repay the price of the goods in respect of which the complaint is made.

12.3 If the Seller does so repair the goods or supply satisfactory substitute goods or effect repayment under condition 12.2, the Buyer shall be bound to accept such repaired or substitute goods or repayment and the Seller shall be under no liability in respect of any loss or damage of whatever nature arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered or the repayment is affected.

12.4 In the case of goods not manufactured by the Seller; the Seller gives no assurance or guarantee that the sale or use of the goods will not infringe the patent, copyright or other intellectual property right of any other person, firm or company and the obligation of the Seller relating to defect in such goods are limited to the guarantee (if any) which the Seller receives from the manufacturer or supplier of such goods.

13. LIABILITY AND INDEMNITY
13.1 The Seller shall not be liable in respect of claims arising by reason of death or personal injury except insofar as the death or injury is attributable to the negligence of the Seller.

13.2 Save for any liability arising under conditions 12. Or 13.1, the Seller shall not be liable in respect of any claim arising by reason of death or personal injury.

13.3 The Seller shall not be liable for and the Buyer shall indemnify the Seller against any and all claims, demands, liabilities, losses, costs, damages and expenses in respect of loss of or damages to any property arising out of or in connection with the contract howsoever caused, including the negligence of the Seller.

13.4 The Seller shall not, except as expressly provided, be liable for any losses special to the circumstance of the Buyer, loss of profit, wasted expenditure, cost associated with the removal, repair or replacement of defective goods and any other losses arising either directly or indirectly from the Seller's negligence or breach of the contract.

13.5 Where goods are supplied for the purpose of a business, the Seller's liability, whether in respect of one claim or the aggregate of various claims (other than claims for death or personal injury to the extent that the same is caused by failure of the Seller to take reasonable care), shall not exceed the contract price of goods and the Buyer agrees to insure adequately to cover claims in excess of such amount.

14. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
14.1 All drawings, documents, confidential records, computer software and other information supplied by the Seller, whether produced by itself or a third party, are supplied on the express understanding that the ownership of any intellectual property in such items is reserved to the Seller (or, as appropriate, the third party) and that the Buyer will not, without the written consent of the Seller, give away, loan, exhibit or sell any drawings, documents, records, software or other information or extracts from them or copies of them or use them in any way except as necessary for the use or sale of the goods hereunder.

14.2 All claims for alleged infringement of patent, trademarks, registered designs design right or copyright received by the Buyer relating to the goods must be notified immediately to the Seller. If requested by the Seller, the Seller shall be entitled to have conduct of any proceedings relating to any such claim in such manner as the Seller think fit and the Buyer will provide to the Seller such reasonable assistance as the Seller may request. The cost of any such proceedings will be borne by the Seller.

14.3 If the Seller designs specialist goods at the request of the Buyer and such goods are protected by design right or a registered design (the "Design") then the Seller shall at all times remain the owner of the Design. If the Buyer cancels its order for such specialist goods it shall not be entitled to use or benefit from the design in any way and shall return to the Seller forthwith at the time of such cancellation any and all documents or articles, which contain the Design and have been disclosed to the Buyer by the Seller. In particular, the Buyer shall not approach a supplier other than the Seller for the manufacture of the goods in accordance with the design and the Buyer shall indemnify the Seller for any loss of profits, which the Seller suffers as a result of the Buyers breach of this condition.

14.4 The Buyer shall be solely responsible for ensuring that all drawings, information, advise and recommendations given to the Seller, either directly or indirectly by the Buyer or by the Buyer's consultants or advisors, are accurate, correct, and suitable unless and then only to the extent that, the Seller agrees in writing, signed by a director or other authorised representative, to accept responsibility. Examination or consideration by the Seller of such drawings and information, advise or recommendations shall not itself limit the Buyer's responsibility.

15. INSOLVENCY
If the Buyer shall become bankrupt or shall be deemed to be unable to pay its debts for the purposes of section 123 of the Insolvency Act 1986 or shall compound with its creditors or if a resolution shall be passed or proceedings shall be commenced for the administration or liquidation of the Buyer (other than for a voluntary solvent winding up for the purposes of restructuring or amalgamation), or if a receiver or manager shall be appointed of all or any part of its assets or undertaking, the Seller shall be entitled to cancel the contract in whole or in part by giving written notice to the Buyer, without prejudice to any other right remedy available to the Seller.

16. CANCELLATIONS
16.1 Orders placed cannot be cancelled except with the sellers consent. If an order is cancelled with the Sellers consent the Buyer shall indemnify the Seller for and against any cost or losses incurred by the Seller as a result of or in connection with such cancellation. Goods returned without the Sellers consent will not be accepted for credit.

16.2 The Seller will only take back goods relating to an order which is cancelled pursuant to condition 12 above on the following terms:

16.2.1 No goods will be considered for credit after 30 days from the date of invoice.

16.2.2 No goods under £100 net will be considered for credit

16.2.3 Goods over £100 net returned for credit within 30 days (or longer if agreed by seller) will be subject to a handling charge of 20% of the net order value of the goods.

16.2.4 All goods returned must be after inspection by the Seller be in a condition for re-sale, those goods falling outside such a condition will be returned to the Buyer and consent not accepted for credit.

16.2.5 All goods returned must be notified to the Seller prior to their return, at which time they will be allocated by the seller a return reference without which no returned goods will be taken back by the Seller

16.2.6 In the event of the buyer cancelling an order after receiving design drawings for approval from the seller, then the seller reserves the right to charge the buyer a fee of 50% of the order value, for design time, drawing time and intellectual property rights.

17. MATERIALS AND SPECIFICATION
17.1 The Seller reserves the right to alter the dimensions or composition of the goods supplied to conform to applicable standards or laws or otherwise within reasonable limits having regard to the nature of the goods.

17.2 The information contained in the advertising, sales and technical literature issued by the seller may be relied upon to be accurate in the exact circumstances in which it is expressed. Otherwise all illustrations, performance details and all other technical data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information or data shall form part of the contract unless the Buyer shall have complied with condition 6 e) relating to statements and representations and the Seller shall have given the confirmation referred to in that condition.

17.3 The Seller does not guarantee the suitability of materials or the design of goods made specially to the Buyers requirements and differing from the Sellers standard specification even if the purpose for which the goods are required is known to the Seller.

17.4 The Seller does not accept responsibility for the safe-keeping and conditions of the Buyer's samples, drawings, tools and the like whilst they are in the Sellers possession whatever the circumstances may be in which they are lost, broken or damaged and the Buyer should make its own arrangements to insure these items.

17.5 Any components or other material provided by the Buyer shall, unless otherwise agreed by the Seller, be provided free of charge. To allow for scrap and wastage, the quantity of such components or materials provided by the Buyer shall be 10% greater than the quantity strictly required for the manufacture of the goods.

17.6 The Seller may reject any materials supplied by or specified by the Buyer, which appears to the Seller to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged.

17.7 The Seller shall not be in anyway responsible for any defect in the finished article, which is due to a defect in any item supplied by the Buyer.

18. ATTENDANCE ON SITE
If the Seller attends, or arranges for an attendance to be made, at the Buyer's premises or the premises of any third party for any reason connected with the contract, the Buyer shall indemnify the Seller in respect of all claims made or proceedings taken against the Seller (and associated legal costs incurred by the Seller) by any person firm or company, including employees of the Seller, or of the Buyer or of any contractor employed by the Buyer (or their personal representatives), whether in respect of death, personal injury or damage to property arising directly or indirectly from the attendance of such premises except only insofar as such claims relate to death or personal injury caused by a negligent act or omission on the part of the Seller.

19. PRELIMINARY WORK
Work carried out whether experimentally or otherwise at the Buyer’s request (or not if the project should not proceed after more than 4 hours preliminary work) shall be charged by the Seller to the Buyer, the Seller will charge at standard rates for those skills involved, such skills will include the preliminary tasks such as; design time, drawing time, prototype work and preliminary first off manufacturing.

20. CONSUMER PROTECTION ACT 1987 (THE "ACT")
20.1 In circumstances in which the Seller supplies goods to the Buyer for incorporation with, or used ancillary to, any composite or other products to be produced, manufactured, processed or supplied by the Buyer or a third party then: -

20.1.1 The Buyer shall immediately on demand produce for inspection by the Seller copies of all written instructions, information and warnings to be supplied by the Buyer in relation to the composite or other products provided that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Seller of such instruction information or warnings; and

20.1.2 The Buyer shall indemnify, reimburse and compensate the Seller for all losses and damage (including costs, expenses and charges for legal actions in which the Seller may be involved) which the Seller may incur, or have to bear, if any claim or claims shall be made against the Seller, pursuant to the ACT or otherwise, relating to the composite or other products in the circumstances in which the goods supplied by the Seller are either (i) not the defective part of the composite or other product, or (ii) are only rendered the defective part or became a defective product by reason of act or omissions of the Buyer or a third party (including without limitation the supply of defective free issue materials), or (iii) are only rendered the defective part or became a defective product by reason of instructions given by the Buyer or other supplier for the composite or other products, or (iv) are supplied in accordance with a specification or drawing furnished by, or on behalf of, the Buyer.

20.2 For the purposes of condition 20.1 only, the word "defective" shall be interpreted in accordance with the definition of "defect" contained in Part 1 of the ACT.

20.3 The Buyer acknowledges that it is under a duty to pass on to its customers all instructions, information and warnings supplied to it by the Seller with the goods.

21. QUALITY
Products supplied by the Seller are of good commercial standard and subjected to quality assurance controls as stated within the HMC-Brauer quality manual, HMC-QA-001.

22. GENERAL LIEN
Without prejudice to other remedies the Seller shall in respect of all unpaid debts due from the Purchaser have a general lien on all goods and property in its possession (whether work done or not) and shall be entitled on the expiration of 14 days written notice sent to the Purchaser to dispose of such goods or property as it thinks fit, and apply any proceeds towards such debts and have the right not to proceed further with the Contract or any other work for the Purchaser and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Purchaser, such charge to be an immediate debt due from him.

23. SPECIAL OR CONSEQUENTIAL DAMAGES
Neither the Seller nor the Buyer shall make any claim for special or consequential damages.

24. RECOMMENDATIONS
Any recommendations made by the Seller concerning uses of or applications of the product sold hereunder are believed reliable but the Seller makes no warranty express or implied of results to be obtained. The Buyer assumes all responsibility for loss or damage resulting from the handling or use of the said products.

25. ASSIGNMENT
The contract is entered into between the Seller and the Buyer as principals and the Buyer shall not be entitled to assign the benefit or burden of it or of any interest in it without the prior written consent of the Seller. The Seller shall be entitled to sub-contract the whole or part of its obligation under the contract and to assign its interest in the contract.

26. AGREEMENT BETWEEN THE PARTIES
26.1 These conditions constitute the entire and only agreement between the Seller and the Buyer, respecting the subject matter hereof and any representation affirmation of fact, promise or condition therewith or custom or usage of the trade not incorporated herein shall not be binding on either party.

26.2 No waiver alteration or modification of these Conditions shall be valid unless made in writing and signed by a Director or the Secretary of Brauer Ltd.

26.3 If these conditions shall be or become in whole or in part, the other provision shall remain valid and enforceable and the void provisions shall, where appropriate, be replaced by other valid provisions corresponding as closely as possible with the void provisions.

27. WAIVER
No relaxation or delay by the Seller in enforcing any of its rights shall restrict its rights nor shall any waiver by the Seller of any breach operate as a waiver of any subsequent or continuing breach.

28. THIRD PARTY RIGHTS
The contract is intended and agreed to be for the benefit solely of the parties hereto and their lawful successors and permitted assigns and is not intended to create any right enforceable by any other person.

29. LAW.
The contract shall be governed and interpreted according to the laws of England and in the case proceedings issued against the Seller shall be subject to the exclusive jurisdiction of the English courts only.


Brauer Limited reserves the right to change the design or specification of the products shown on this web site without prior notification. Every care has been taken to ensure that the details of specifications, technical data, dimensions, tables etc., are accurate. However, no liability can be accepted for any error nor the consequences arising from such errors.