| 2.1 |
These
conditions shall form the basis of a contract between
the Seller and the Buyer in relation to the sale of Goods,
to the exclusion of all other terms and conditions including
the Buyer’s standard conditions of purchase or any
other conditions which the Buyer may purport to apply
under any purchase order or confirmation order or any
other document. |
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| 2.2 |
All
orders for Goods shall be deemed to be an offer by the
Buyer to purchase Goods from the Seller pursuant to these
Conditions. They cannot be cancelled without written agreement
with the Seller. |
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| 2.3 |
The
signature of the customer on the Seller’s Quotation
shall be deemed to be conclusive evidence of the Buyer’s
acceptance of these conditions. |
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| 2.4 |
These
Conditions may not be varied except by the written agreement
of the Seller. |
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| 2.5 |
These
Conditions represent the whole of the agreement between
the Seller and the Buyer. They supersede any other conditions
previously issued. |
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| 3 |
The
price shall be the price quoted on the Seller’s
Quotation. The price is exclusive of VAT that shall be
due at the rate in force on the date of the Seller’s
invoice. |
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| 3.1 |
The
Seller reserves the right by giving notice to the Customer
at any time before delivery to increase the price of the
Goods to reflect any increase in the costs to the Company
(such as without limitation, any foreign exchange fluctuation,
currency regulation, alteration of duties, increase in
the cost of labour, materials or other costs of manufacture),
any change in delivery dates, quantities or specification
for the Goods requested by the Buyer or failure of the
Buyer to give the Seller adequate information or instruction. |
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| 4 |
Payment
of the Price and VAT shall be due within 30 days of the
Seller’s Invoice to the Buyers who have been granted
a Credit Account in writing otherwise cash on Delivery
unless otherwise agreed in writing. |
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| 4.1 |
Interest
on overdue invoices shall accrue from the date when payment
becomes due calculated on a daily basis until the date
of payment at the rate of 8% per annum above the Bank
of England base rate from time to time in force. Such
interest shall accrue after as well as before any judgement. |
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| 4.2 |
The
Buyer shall pay all accounts in full and not exercise
any rights of set-off or counter-claim against invoices
submitted by the Seller. |
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| 5 |
The
quantity and description of all the Goods shall be as
set out in the Seller’s Quotation. |
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| 6 |
The
Seller warrants that the Goods will at the time of delivery
or collection correspond to the description given by the
Seller in the Seller’s Quotation. Except where the
Buyer is dealing as a consumer (as defined in section
12 of the Unfair Contract Terms Act 1977), all other warranties,
conditions or terms relating to fitness for purpose, quality
or condition of the Goods are excluded. |
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| 7.1 |
Delivery
of the Goods shall be made to the Buyer’s address.
The Buyer shall make all arrangements necessary to take
delivery of the Goods on the day notified by the Seller
for delivery. The signature of the customer on the Seller's
invoice will be deemed to be evidence of the full satisfaction
of the Customer with the Goods. |
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| 7.2 |
The
Seller undertakes to use its reasonable endeavours to
despatch the Goods on an agreed delivery date, but does
not guarantee to do so. Time of delivery shall not be
of the essence of the contract. |
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| 7.3 |
The
Seller shall not be liable to the Buyer for any loss or
damage whether arising directly or indirectly from the
late delivery or short delivery of the goods. If short
delivery does take place, the Buyer undertakes not to
reject the Goods but accept the Goods delivered as part
performance of the contract. |
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| 7.4 |
If
the Buyer fails to take delivery of the Goods on the agreed
delivery date or, if no specific date has been agreed,
when the Goods are ready for dispatch, the Seller shall
be entitled to store and insure the Goods and to charge
the Buyer the reasonable costs for doing so. |
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| 7.5 |
If
the Buyer fails to make payment as set out in clause 4
above, the Seller reserves the right to refuse to make
delivery of any subsequent orders, and the Buyer shall
have no recourse against the Seller for any damages suffered
as a result of such refusal to deliver. |
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| 8 |
The
Buyer shall be deemed to have accepted the Goods 48 hours
after delivery to the Buyer. |
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| 8.1 |
The
Buyer shall carry out a thorough inspection of the goods
within 48 hours of delivery and shall give written notice
to the Seller within 3 working days of delivery of the
Goods any defects that a reasonable examination would
have revealed. |
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| 8.2 |
Where
the Buyer has accepted, or is deemed to have accepted,
the Goods the Buyer shall not be entitled to reject Goods
which are not in accordance with the contract.
9.1 Risk shall
pass on delivery of the Goods to the Buyer’s address. |
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| 9.2 |
Notwithstanding
the earlier passing of risk, title in the Goods shall
remain with the Seller and shall not pass to the Buyer
until the amount due under the invoice (including interest
and costs) has been paid in full. |
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| 9.3 |
Until
title passes the Buyer shall hold the Goods as bailee
for the Seller and shall store or mark them so that they
can at all times be identified as the property of the
Seller. |
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| 9.4 |
The
Seller may at any time before title passes and without
any liability to the Buyer |
| 9.4.1 |
repossess
and dismantle and use or sell all or any of the Goods
and by doing so terminate the Buyer’s right to use,
sell or otherwise deal in them; and |
| 9.4.2 |
for
that purpose (or determining what if any Goods are held
by the Buyer and inspecting them) enter any premises of
or occupied by the Buyer. |
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| 9.5 |
The
Seller may maintain an action for the price of any Goods
notwithstanding that the title in them has not passed
to the buyer. |
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| 10 |
Carriage
will be chargeable on all sales delivered unless otherwise
agreed in writing. |
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| 11 |
In the event that any latent defect in the Goods is discovered
by the Buyer during the period of 3 months from the date
of delivery of the Goods, and the customer informs the
Seller of the said defect in writing within 7 days of
discovery and the said defect having been caused by faulty
design, manufacture, materials or workmanship but not
by abnormal use, misuse or neglect the Seller will, at
its option either repair the goods at its own expense,
replace the goods or refund the purchase price of the
Goods |
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| 11.1 |
The
goods are supplied on the basis that they conform to the
written descriptions contained on the Seller’s Quotation.
No warranty can be given that the Goods supplied conform
to sketch plans or drawings provided by the Seller or
the Buyer or to illustrations or descriptions in catalogues
or trade literature |
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| 11.2 |
In
the event that the Seller provides estimates of quantities
or measurements on the basis of drawings and/or Bills
of Quantities and/or specifications submitted by the Buyer,
the Seller shall exercise reasonable care in so doing
but the Seller accepts no liability for inaccuracies in
the estimates or calculations. |
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| 11.3 |
Any
goods manufactured to the design or specification of the
Buyer or its experts are produced without warranty of
any kind except their compliance with the design or specification.
The Customer will unconditionally fully and effectively
indemnify the Seller in respect of any claim resulting
therefrom including the infringement of patent, copyright,
design, trademark or any other industrial or intellectual
property rights resulting from the company’s use
of the said design or specification. |
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| 11.4 |
Design
and Advisory Services (including preparation of drawings,
specifications, contract particulars and the like) are
provided with reasonable care and skill, but no other
representation or undertaking is made or is to be implied
in connection with any such services nor shall the Seller
be under any liability whatsoever in respect of these
services if erection is carried out before any necessary
approvals are obtained. |
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| 11.5 |
If
the Buyer arranges processing of Goods on behalf of the
Buyer by a third party such processing will be carried
out under Standard Terms and Conditions of the third party
(copies available on written request) and entirely at
the Buyer’s own risk and cost. No undertakings or
warranties either express or implied are given in respect
of any processed goods. |
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| 11.6 |
The
customer is deemed to be fully conversant with the nature
and performance of the Goods including any harmful or
hazardous effects resulting from their usage and shall
not be reliant in any way upon the advice, skill or judgement
of the Seller. The Buyers employees or agents are not
authorised to make any representations concerning the
Goods whatsoever, other than those confirmed by the company
in writing. |
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| 11.7 |
Notwithstanding
anything to the contrary, contained in these conditions,
if and to extent that any person by whom the Seller has
been supplied hereunder validly excludes, restricts or
limits his liability to the Seller in respect of the Goods
supplied or any loss or damage arising in connection therewith
then the liability of the Seller to the Buyer in respect
of the said Goods shall be correspondingly excluded, restricted
or limited. The Seller, will upon request, supply the
Buyer with details of such exclusion, restriction or limitation. |
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| 11.8 |
Save
as set out in the foregoing sub-clauses no other terms,
whether conditions, warranties or innominate terms express
or implied, statutory or otherwise shall form part of
this contract. (Except where the Buyer deals as a consumer
within Section 12 of the Unfair Contract Terms Act 1977
when the terms implied by sections 13,14 and 15 of the
Sale of Goods Act 1979 shall be implied in the Contract). |
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| 11.9 |
The
seller shall not be liable for any consequential loss
or indirect loss suffered by the Buyer or any third party
in relation to this contract (except personal injury directly
attributable to the negligence of the Seller) and the
Buyer shall not hold the Seller fully and effectively
indemnified against such losses whether arising from breach
of a duty in contract or tort or in any way including
losses arising from the Seller’s negligence. |
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| 11.10 |
In
no circumstances whatsoever shall the Sellers liability
(in contract, tort or otherwise) to the Buyer arising
under, out of or in connection with this Contract or the
goods supplied hereunder exceed the invoice price of the
particular Goods concerned. |
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| 12 |
If
any provision of these conditions is held by a competent
authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of the conditions
and the remainder of the provisions in question shall
not be affected thereby. |
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| 13 |
All
invoices, concerning credit account customers, are due
for payment 30 days after the invoice. Any invoice outstanding
beyond this period may be referred to the Seller’s
solicitor and will be subject to a surcharge of 15% plus
VAT and £50 to cover the collection costs incurred.
This surcharge with all other charges and legal fees incurred
will be the responsibility of the customer and will be
legally enforceable. |
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| 14 |
In
the event that the Seller is forced to take legal action
for the recovery of any debt, any legal proceedings will
be carried out at the appropriate court closest to the
Seller. |
