Terms and Conditions




These Conditions of Sale shall govern the supply of goods by Sinclair and Rush limited .



1.1  In these Conditions :

(a) "Buyer" means the person whose order for the Goods is accepted by the Seller or who accepts a quotation of the Seller for the sale of the Goods;

(d) "Conditions" means the standard terms and conditions of sale set forth herein and, unless the context otherwise requires, includes

any other terms and conditions mutually agreed upon in Writing by the Buyer and the Seller;

(c) "Contract" means the contract for the purchase and sale of the Goods; and

  • "Goods" means the goods which the Seller is to supply in accordance with these Conditions ;
  • "Seller" means Sinclair and Rush limited;
    • "Writing" includes facsimile transmission and any comparable means of communication .

1.2  Any reference in these Conditions to any provision of a stat ute shall be construed as a reference to that provision as amended, re­ enacted

or extended at the relevant time.

  • The Seller shall sell and th e Buyer shall purchase the Goods in accordance with any written quotation of the Seller that is accepted by the Buyer, or any written order of the Buyer that is accepted by the Seller, subject in either case to these Conditions, which Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotat ion is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
    • No variation to these Conditions shall be binding unless mutually agreed upon in Writing between the authorised representatives of the

Buyer and the Seller.

    • No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the
  • The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
  • The quantity, quality and description of and any speci fication for the Goods shall be those set forth in the Seller's quotation (if accepted by the buyer) or the Buyer's order (if accepted by the Seller).
    • If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all losses, damages, costs and expenses awarded against or incurred by the Seller in settlement of any claim for infringement of any patent , copyright, design, trade mark or other industrial or intellectual property rights of any other person which results directly or indirectly from the Seller 's use of the Buyer's specifications.

3.S The Seller reserves the right to make any changes in the speci fication of the Goods which are required to conform with any applicable safety or other statutory requirement or, where the Goods are to be supplied to the Seller's specifi cation s, which do not materially alter their quality or performance.

  • No order which has been accepted by the Seller may be cancelled by the Buyer unless:

(1) the prior written approval of the Seller has been obtained; and

(ii) the Buyer has agreed in Writing to indemnify the Seller against all losses (including loss of profits ), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

3.7 Each deli veryshall be supported by a Packing list toconfirm product descriptions. This record shall also include a Certificate of

Conformity which confirms compliance with Customers requirements .

  • Customers requiring full traceability throughout the production process shall confirm this prerequisite in writ ing to the Seller pri or to manufacture . An additional surcharge may be applied to cater for this requirement at the discretion of the
      • Any price quoted by Seller for the Buyer's purchase of Goods is only valid for a thirty (3D) day period or until earlier acceptance thereof by the Buyer.

4.2  Where the Seller agrees to del iver the Goods otherwise than at the Seller 's premises, the Buyer shall be liable to pay any and all charges incurred by the Seller for transport and insurance.

  • The price charged will be the price listed by Seller at the date of despatch plus value added tax and any other Government duty or tax which is applicable. The Seller reserves the right to alter prices to cover any changes in cost caused by circumstances beyond the

Seller's control including but not limited to:

  • Changes to the design or specification made by the Buyer.
    • Changes in the cost of materials .
  • Changes in any other costs including labour costs.
    • Insufficient or defective instructions from the Buyer or the absence of instructions from the
  • Unless otherwise agreed in Writing by the Buyer and the Seller, payment shall be due thirty (3D) days from the date of invoice. The price

shall be paid in full without any deduction and the Buyer shall not be entitled to withhold the priceor any part thereof on account of any claim to a set-off or counterclaim, whether arising out of this or any other transact ion. All sums due to the Seller under this or any othe r contract sha ll be paid on the due date and if the Buyer is in default as regards payment under this or any other contract with the Seller, the Seller may suspend deliveries under thisContract so long as the default continues.

  1. S. 2 If the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. The Buyer shall thereafter pay the price of the Goods within thirty

(30) days of the date of any invoice sent by the Seller notwithstanding that delivery may not have taken place as contemplated by Section S.1 hereof and/or that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the



essence of the Contract.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller , the Seller shall be entitled to:

  • cancel the contract or suspend any further deliveries to the Buyer;
    • apportion any payment made by the Buyer to such of the Goods (or the goods supp lied unde r any other contract between the Buyer and the Seller) as the Seller may choose In its sole discretion, notwithstanding any purported appropriatio n by the Buyer;
      • charge the Buyer i nterest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Natwest Bank pie base rate in effect from time to time, until payment in full is made; and / or
    • repossess the Goods sold under the contract as provided for Section 4 hereof.
      1. DELIVERY
    • Delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer unless in any particular case it is agreed that delivery shall be by the Buyer collecting the goods at the Seller's
  • 2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the

Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing . The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

  • Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the entire contract as repudiated .
  • If the Seller fails to deliver the Goods for any reason other than any cause beyon d the Seller's reasonable control or the Buyer's fault ,

and the Seller is accordingly liable to the Buyer, the Seller 's liability shall be limited to the excess (if any) of

(a) the Buyer's cost (in the least expensive available market) of similar goods to replace those Goods not delivered; over (bl the price of the Goods which the Seller has failed to deliver.

  • If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instruct ions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller 's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
    • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
  • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess received over the price due to the Seller under the Contract, or charge the Buyer for any shortfall incurred below the price due to the Seller under th e Contr act.
    • The Seller shall be notif ied in writing of non-receipt of the Goods, or damage to the Goods in transit , or any defect in the Goods within 3 days of the Buyer's actual receipt of the Goods, failing which the Seller shall be under no liability whatsoever to the Buyer, who shall nevertheless hold the Seller indemni fied against any loss arising or damage suffered through failure to inform carriers or insurers within the required time limits. Any such no tice must specify the particular defect or alleged damage and must afford the Seller reasonable opportunity to inspect the Goods in question. If th e Goods are agreed by the Seller to be damage,d defective or faul,ty the Seller will (at its option) either rectify the damage, defect or fault, replace any such Goods or credit the invoice value of the Goods and such

recti fication, replacement or credit will bein full satisfaction of any claim by the Buyer. Batches with less than 2% rejects are not returnable and shall be accepted by the Buyer. The Buyer shall not be entitled to reject any Goods supplied by the Seller:

(a) by reason only of a slight variation in colour shade between one batch and another;

(bl if the Goods are defective solely by reason of faulty components having been supplied by the Buyer or a third party nominated by the Buyer; or

(c) if the Goods are defective solely by reason of faulty design for which the Buyer was responsible nor shall the Seller be under any liability in respect or any such variation or defect.

6.7   The Contract shall be deemed to have been fulfilled by the Seller upon delivery of a quantity not less than 90 percent and not more than 110 percent of the quantity speci fied, and the Buyer shall accept and pay for the actual quantity delivered.

  • Any preliminary samples or colour samples supplied by the Seller shall be accepted by the Buyer as supplied solely for information purposes. The supplying of such samples by the Seller shall not give rise to any express or implied conditions or war rantiesas to the quality, description, colour, fitness for purpose or merchantabliity of the Goods subsequently delivered by the
    • Any Goods sold as sub-st andard or surplus stock shall be accepted by the Buyer in their actual state and condition and neither the obligationaccepted by the Seller in Clause 8 hereof nor any other condition or warranty expressed or impl ied, whether statutory or otherwise, will apply thereto.
  • For the purposes of s35 (l) and (2) of th e Sale of Goods Act as amended the Buyer agreesthat it is reasonable to examine all Goods purchased within 3 days of delivery or collection and shall be deemed to have done so and unless it notifies the Seller in writing otherwise by the end of the working day following such delivery or collect ion shall by its silence to have int imated to the Seller that it has accepted Goods purchased
      • Risk of damage to or loss of the Goods shall pass to the Buyer:
  • m the case of Goods to be delivered otherwise than at the Seller' s premi ses, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods; or
  • in the case of Goods to be delivered at the Seller 's prem ises, at the time when the Seller notifies the Buyer t hat the Goods are available for collection;
  • in the case of Goods to be collected by the Buyer or its agent, at the time of collection or, if the Buyer wrongfully fails to collect of the Goods, the time when the Seller has arranged collection of the Goods; or
    • Notwithstanding delivery and the passing of nsk in the Goods, or any othe r provision of t hese Conditions, the property in the Goods shall

not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of t h e Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. In the event of the Seller being liable for lossof or damage to Goods damages shall in any event be limited to the price paid by the Buyer

  • Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the goods as the Seller's fiduc iary agent and bailee.
  • Until such time as the propert y m the Good s passest o th e Buyer, the Seller shall be entitl ed at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so fort hwith, to enter upon any premi ses of the Buyer, or any third party where the Goods are stored , and repossess the Goods.



7.S The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller; provided however, if the Buyer pledges or 1n any way charges any such Good, s all monies owed by the Buyer

to the Seller shall (without prejudice to any other right or remedy of the Seller) become immediately due and payable.


8.1  Subject to the conditions set forth below, the Seller warrants that the Goods will correspond with their specification at the time of delivery.

  • The above warranty is given by the Seller subject to the following conditions:
    • the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
  • The Seller shall be under no liability in respect of any defect arising from normal wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuseor alteration or repair of the Goods without the Seller's approval; and
    • The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee), if the tota l price for the Goods has not been paid by the due date for
  • Except as otherwise expressly provided herein, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent by
    • Except in respect of death or personal injury caused by the Seller 's negligence , the Seller shall not be liable to the Buyer by reason of any representation, or any imp lied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract , or for any other reasons, for any consequential compensation what soever (and whether caused by the negligenceof the

Seller , its employees or agent or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.S The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in perf orming, or any failure to perform, any of the Seller's obligations in relation to the Good, s if the delay or failure was due to any cause beyond the Seller's reasonable control.

    • This clause applies if:
  • the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
    • an encumbrancer takes possession of, or a receiver is appointed any of the property or assets of the Buyer; or

(c) the Buyer ceases, or threaten s to cease, to carry on business; or

(d) the Setler reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

  • If this clause applies then, without prejudice to any other right or remedy available to the Seller,
  • the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer;
  • if the Goods have been delivered and not paid for, the price shall become immediatel y due and payable notw ithstanding any previous agreement or arrangement made by the Seller and the Buyer; and/ or
    • the Seller may repossess the Goods as provi ded for by Clause 4 above.


10.1Dies and tools will be invoiced at part cost only and payment thereof will be due as foll ows: One third with order

One third on the completion of manufacture

One third on approval of samples, prior to production quantities.

Dies and Tools will be designed as component parts of the Seller's plant to comply with its particular methods of productio n and they shall not normally be removed from its works and shall remain the property of the Seller at all times. Dies and tools will be stored and maintained throughout their normal useful life at the Seller's expense. All reasonable care will be taken in maintenance but the Seller does not undertake to replace worn out dies or tools, In the event of the Buyer ordering less of the Goods than the quantity specified in the Seller's quotation , or failing to take delivery of such full quantity within the period stated on the quotation, the Seller shall be entitled to charge to the Buyer the whole or a proportionate part as may be approp r iate of the cost of making the die or tool, taking into account the part cost stated in the quotation.

  2. l Incases where a tooling charge is not appropr iate, a charge may be made for development work carried out by the Seller


charges will be invoiced and payment thereof will bedue as follows: One third with order

One t hird on completion of development

One third on approval of samples, pr i or to production quantities.

Any tooling, machinery, material and equipment developed by the Seller, in carrying out such development work, remains the sole property of the Seller, and neither the issue by the Seller of any invo ice in respect of development charges, nor the payment thereof by the Buyer shall be deemed to effect or to be evidence of a sale of such tool ing, machinery, material or equipment . In the event of the Buyer ordering less of the Goods than the quantity specified in the Seller's quotations or failing to take delivery of such fu ll quantity

within the period stated on the quotation, the Seller shall be entitled to charge to the Buyer the whole or a proportionate part as may be appropriate of the cost of development work, taking into account the development cost stated in the quotation.


If the Buyer orders specialised, non-stock sizes or colours, or custom made Good s from the Seller, then the Buyer will be prov ided with final samples of theGoods and an Initial Sample Inspection Report ("ISIR"). Upon the Buyer's i nspectio n of such fina l samples and submission to the Seller of a signed ISIR, t he Seller will proceed to manufacture and deliver such Goods to the Buyer. If the Buyer thereafter fails to take delivery or provide payment for such specialised, non-stock sizes or colou rs, or custom made Goods for any

reason what soever, theSeller shall, without prejudice to any other right or remedy available to the Seller, be entitled to receivefull payment of the contract price for th e Goods since both the Seller and th e Buyer agree that they are not sal eable to third parties.


13 . l The Seller hereby givesnotice to the Buyer that the Seller has available information and product lite rature concerning the conditions necessary to ensure that the Goods supplied hereunder will be safe and without risks to health when properly used. If the Buyer is not already in po ssessionof such literature or requires any informat ion or advice in connection with the safe use of the Goods at work, the Buyer should immediately contact the Seller.

    1. In these conditions "lncoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the contel<t otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of lncoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of lncoterms and these conditions, t he provis ions of these Conditions shall prevail.
    2. Where the Goods are suppl ied for export from the United Kingdom or the United States, the provisions of thi s Clause 13 shall apply (subject to any special terms agreed in writing between the Buyer and the Seller) notwithstanding any other provisionsof these Conditions .
    3. The Buyer shall be responsible for complying with any legislat ion or regulations governing the importation of the Goods into the country

of destin ation and for the payment of any dut ies thereon .

    1. For the purposesof Section 32(2) of the Sale of Goods Act 1979 the Buyer hereby authorises the Seller to contract with such carrier or carriers as it may decide at its absolute d1scret1o n and without liability thereto
    2. Unless otherwise agreed in wr iting between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment , and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
    1. Prior to any shipment or delivery of the Goods, the Buyer shall arrange for testing and inspection of the Goods. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspectionand which is discovered after shipment or in respect of any damage dur ing transit.
    2. The Buyer undertakes not to offer the goods for resale in any country notified by the Buyer to the Seller at or before the time the Buyer's order is accepted by the Seller or to sell the Goods to any person if the Buyer knows or has reason to believe such person intends to resell the Goods in any such country.
  1. Any specifications, plans or other technical information relating to the Goods shall remain the property of the Seller and shall be kept secret and confidential by the Buyer and its employees, agents, and representat ives.
  2. Any notice required or permitted to be given by either party to the other under theseConditions shall be in Writing addressed to that other party at Its registered office or principal placeof business or to such other address which may have been notified (pursuant to this provi sion) to the party giving the notice.
  3. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
  4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
  5. The Contract shall be governed by the laws of England .
  1. REACH REGULATION(b) Sinclair & Rush ltd, has appointed a REACH Coordinator as requ ired by European Directive 1907/ 2006. For contact details please call
  2. +44 (0) 1622 693 200
  3. (A) All products manufactured by Sinclair & Rush ltd in the United Kingdom derive from substances and/or preparations from suppliers that have pre-registered and/or fully registered with the European Chemical Agency.
  1. This is to confirm that for any substance which appears on the Candidate list ofSubstances of Very High Concern, Sinclair & Rush Ltd will seek alternatives where available. Quotations for any affected product can be arranged upon request.
  2. Unless otherwise stated, currently Dip Mouldings produced by Sinclair & Rush ltd contain Bis (2-methoxyethyl) phthalate CAS Number 117-82-8, which may cause harm to the unborn child with possible risk of impaired fertility .

(El Customers are reminded that components containing phthalates are not to be incorporated into either Toys or Childcare Products destined for any European State .

  1. Any Sinclair & Rush Ltd product which contains the raw material described in section D above, that are then to be incorporated into a Medical Device, shall be identified by the Customer by apply ing the Medical Device Symbol for DEHP. It Is recommended that you obtain advice from your Microbiologist before these materials are speci fied and subsequently used, to ensure an adequate risk assessment has been carried out to mitigate any hazards identified .
  2. Please not e that Sinclair & Ru sh Ltd in the UK does not manufacture PVC Product that are designed to come in contact with food Stuffs


Marketing Communications

  1. From the point of purchase, by agreeing to the terms and conditions of sale, the buyer will automatically agree to be opted into the company mailing lists until such time as they remove themselves via the automatic unsubscribe feature found at the bottom of emails. 
  2. Any other communication will be sent under the GDPR accountability principle. Article 6 (1)(f) guidance states “processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child.”
  3. Any further information required regarding personal information can be reviewed in the S&R privacy policy.
  4. If the buyer or prospects do not wish to receive communication they can, at any point, remove themselves from the mailing list or make request for administrators to do so. 
  5. Further information regarding GDPR can be freely sought on the ICO website.



FORM -SALES· 003-V5 - JUNE 2013

Change is important at Sinclair & Rush this year - keep an eye out for updates throughout the year on changes we ar… https://t.co/m3sToc19qN

09 November 2019

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08 November 2019

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07 November 2019

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04 October 2019

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03 October 2019
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