Terms and Conditions
1 Price
1.1
The price quoted excludes VAT (unless otherwise stated). VAT will
be charged at the rate applying at the time of delivery.
1.2
Our quotations lapse after five (5) business days (unless otherwise
stated).
1.3
The price quoted excludes delivery (unless otherwise
stated).
1.4 Unless otherwise stated, the price quoted is an
illustrative estimate only and the price charged will be our price
current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those
applying at the time of delivery.
1.6 At any time before delivery we may adjust the price to
reflect any increase in out costs of supplying the goods.
2 Delivery
2.1 Although we
make all reasonable efforts to effect delivery in accordance with
prearranged dates, such dates are estimates only and time shall not be
of the essence.
2.2 If we fail
to deliver within a reasonable time, you may (by informing us in
writing) cancel the contract however:
2.2.1 you may
not cancel if we receive your notice after the goods have been
dispatched; and
2.2.2 if you
cancel the contract, you can have no further claim against us under that
contract.
2.3 If you
accept delivery of the goods after the estimated delivery time, it will
be on the basis that you have no claim against us tor delay (including
indirect or consequential loss, or increase in the price of the goods).
2.4 If for any
reason you fail to accept delivery of any goods when they are ready for
delivery, or we are unable to deliver the goods because you have not
provided adequate instructions, or if you do not collect the goods by
the date we give for collection, we may:
2.4.1 treat the
goods as having been delivered on that day (for the purposes of risk,
inspection and
payment); and
2.4.2 charge
you for the storage of redelivery of those goods.
2.5 We may
deliver the goods in installments. Each installment is treated as a
separate contract.
2.6 We may
decline to deliver if:
2.6.1 we
believe that it would be unsafe, unlawful or unreasonably difficult to
do so; or
2.6.1 the
premises (or the access to them) are unsuitable for our vehicle.
2.7 If you are
collecting goods from us you are responsible for the size, weight and
positioning of any load on your vehicle and must ensure that your
vehicle is sufficiently equipped to enable safe loading.
2.8 You must
provide appropriate equipment and manual labour for unloading the goods
at the delivery point. If our delivery vehicle is kept waiting for an
unreasonable amount of time, is obliged to return without completing
delivery or if we provide additional staff to unload goods an additional
charge will be made.
2.9 We may
deliver in quantities of 5% more or less than quantity ordered and
charge you for the quantity actually delivered.
3 Risk
3.1 The goods
are at your risk from the time of delivery.
3.2 Delivery
takes place either:
3.2.1 when the
goods are loaded at our premises (if you are collecting then or
arranging carriage); or
3.2.2 when the
goods are unloaded at your premises or address specified by you (if we
are arranging carriage).
3.3 You must
inspect the goods on delivery. If any goods are damaged or not
delivered, you must write to tell us and also, if applicable, our
carrier within three days if delivery or the expected delivery time. You
must not use or process the goods and give us (and any carrier) a fair
chance to inspect the damaged goods. If you fail to notify us in
accordance with these requirements, you will not be entitled to reject
the goods and will be deemed to have accepted the goods in accordance
with the contract.
4 Payments
terms
4.1 You are to
pay us in cash or in cleared funds prior to delivery, unless you have
an approved credit account.
4.2 If you have
an approved credit account, payment is due not later than 30 days
following the end of the month in which the goods are delivered, unless
otherwise agreed in writing.
4.3 If you fail
to pay us in full on the due date we may:
4.3.1 suspend
or cancel future deliveries:
4.3.2 cancel
any discount offered to you;
4.3.3 charge
you interest at the rate under s.6 of the Late Payment of Commercial
Debts (Interest) Act 1998;
a. calculated
(on a daily basis) from the date of our invoice until payment;
b. compounded
on the first day of each month; and
c. before and
after any judgment (unless a court orders otherwise);
4.3.4 claim
fixed sum compensation from you under s.5A of that Act to cover our
credit control overhead
costs; and
4.3.5 recover
(under clause 4.7) the cost of taking legal action to make you pay.
4.4 If you have
an approved credit account we may withdraw it or reduce your credit
limit of bring forward your due date for payment. We may do any of those
at any time without notice.
4.5 You do not
have the right to withhold payment of any sum due or the right to set
off any money you may claim from us against anything you may owe us.
4.6 While you
owe money to us, we have a lien on any of your property in our
possession.
4.7 You are to
indemnify us in full and hold us harmless from all expenses and
liabilities we may incur (directly or indirectly including financing
costs and including legal costs on a full indemnity basis) following any
breach by you if any of your obligations under these terms.
5 Title
5.1 Until you
pay all debts you may owe us:
5.1.1 all goods
supplied by us remain our property.
5.1.2 you must
store them so that they are clearly identifiable as our property.
5.1.3 you must
insure them (against the risks for which a prudent owner would insure
them) and hold the policy on trust for us.
5.1.4 you may
use those goods and sell them in the ordinary course of your business,
but not if:
a. we revoke
that right (by informing you in writing): or
b. you become
insolvent.
5.2 You must
inform us (in writing) immediately if you become insolvent.
5.3 If your
right to use and sell the goods ends you must allow us to remove the
goods.
5.4 We have
your permission to enter any premises where the goods may be stored:
5.4.1 at any
time, to inspect them; and
5.4.2 after
your right to use and sell them has ended, to remove them, using
reasonable force if necessary.
5.5 Despite our
retention of title to the goods, we have the right to take legal
proceedings to recover the price of goods supplied should you not pay us
by the due date.
5.6 You are not
our agent. You have no authority to make any contract on our behalf or
in our name.
6 Warranties
6.1 We warrant
that the goods:
6.1.1 comply
with their description on our sales order confirmation form; and
6.1.2 are free
from material defect at the time of delivery (as long as comply with
clause 6.3).
6.2 We give no
other warranty (and exclude any warranty, term of condition that would
otherwise be implied) as to the quality of the goods or their fitness
for any purpose.
6.3 If you
believe that we have delivered goods that are defective in materials or
workmanship, you must:
6.3.1 inform us
(in writing), with full details, as soon as possible; and
6.3.2 allow us
to investigate (we may need access to your premises and product
samples).
6.4 If the
goods are found to be in breach of our warranty (following or
investigations), and you have complied with the conditions (in clause
6.3) in full, we will (at our option):
6.4.1 replace
the goods; or
6.4.2 where the
goods do not comply with their description, for example, are of a lower
grade, account to you for the difference in price between the goods
ordered and goods delivered: or
6.4.3 refund
the price.
6.5 The
warranty in clause 6.1.2 does not apply to goods sold as ‘non-prime’ and
we are not liable for any defect in those goods expect where
specifically provided by law. You are to indemnify us in respect of any
claim made against us in respect of goods supplied to you as
‘non-prime’.
6.6 We are not
liable for any other loss or damage (including indirect or consequential
loss, financial loss, loss of profits or loss of use) arising from the
contract or the supply of goods or their use, even if we are negligent.
6.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to the appropriate amount of insurance in place when the contract is performed.
6.8 For all
other liabilities not referred to elsewhere in these terms our liability
is limited in damages to the price on the goods.
6.9 Nothing in
these terms restricts or limits our liability for death or personal
injury resulting from negligence.
7 Specification
7.1 If we
prepare the goods in accordance with your specifications or instructions
you must ensure that:
7.1.1 the
specifications or instructions are accurate;
7.1.2 goods
prepared in accordance with those specifications or instructions will be
fit for the purpose for which you intend to see them; and
7.1.3 your
specifications or instructions will not result in infringement of any
intellectual property rights of a third party, or the breach of any
applicable law or regulation.
7.2 We are not
responsible for the performance or suitability of goods manufactured in
accordance with your specifications or instructions.
7.3 We reserve
the right:
7.3.1 to make
any changes in the specifications of our goods that are necessary to
ensure the conform to any applicable safety or statutory requirements;
and
7.3.2 to make
without notice any minor modifications in our specifications we think
necessary or desirable.
7.4 We are not
obliged to supply test certificates unless you request them when you
order the goods. We may charge you for test certificates.
8 Return of
goods
8.1 We will
accept the return of goods from you only:
8.1.1 by prior
arrangement (confirmed in writing);
8.1.2 on
payment of an agreed handling charge (unless the goods were defective
when delivered); and
8.1.3 where the
goods are as fit for sale on their return as they were on delivery.
9 Export terms
9.1 Where the
goods are supplied by us to you by way of export from the United Kingdom
Clause 9 of these terms applies (expect to extent that it is
inconsistent with any written agreement between us).
9.2 The ‘Incoterms’
of the International Chamber of Commerce which are in force at the time
when the contract is made apply to exports, but these terms prevail to
the extent that there is any inconsistency.
9.3 Unless
otherwise agreed, the goods are supplied ex works from our place of
manufacture.
9.4 Where the
goods are to be sent by us to you by a route including sea transport we
are under no obligationto give a notice under section 32(3) of the Sale
of Goods Act 1979.
9.5 You are
responsible for arranging testing and inspection of the goods at our
premises before shipment (unless otherwise agreed). We are not liable
for any defect in the goods which would be apparent on inspection unless
a claim is made before shipment. We are not liable for any damage during
transit.
9.6 We are not
liable for death or personal injury arising from the use of the goods
delivered in the territory of another State (within the meaning of s.26
(3) (b) Unfair Contract Terms Act 1977).
10 Cancellation
10.1 You may
not cancel the order unless in writing (and clauses 2.2.2 and 10.2 then
apply).
10.2 If the
order is cancelled (for any reason) you are then to pay us for all stock
(finished or unfinished) that we
10.3 We may
suspend or cancel the order, by written notice if:
10.3.1 you fail
to pay us any money when due (under the order or otherwise);
10.3.2 you
become insolvent;
10.3.3 you fail
to honour your obligations under these terms.
11 Waiver and
variations
11.1 Any waiver
or variation of these terms is binding in honour only unless:
11.1.1 made (or
recovered) in writing;
11.1.2 signed
on behalf of each party; and
11.1.3
expressly stating an intention to vary these terms.
11.2 All orders
that you place with us will be on these terms (or any that we may issue
to replace them). By placing an order with us, you are expressly waiving
and printed terms you may have to the extent that they are inconsistent
with our terms.
12 Force
majeure
12.1 If we are
unable to perform our obligations to you (or able to perform them only
at unreasonable cost) because of circumstances beyond our control, we
may cancel or suspend any of our obligations to you. without liability.
12.2 Examples
of those circumstances include act of God, accident, explosion, war,
terrorism, fire, flood, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
13 General
13.1 English
law is applicable to any contract made under these terms. The English
and Welsh courts have non-exclusive jurisdiction.
13.2 If you are
more than one person, each of you has joint and several obligations
under these terms.
13.3 If any of
these terms are unenforceable as drafted:
13.1.1 it will
not affect the enforceability of any other of these terms; and
13.1.2 it would
be enforceable if amended, it will be treated as so amended.
13.4 We may
treat you as insolvent if:
13.4.1 you are
unable to pay your debts as they fail due; or
13.4.2 you (or
any item of your property) become the subject of:
a. any formal
insolvency procedure (examples of which include receivership,
liquidation,
administration, voluntary arrangements (including a moratorium) or
bankruptcy);
b. any
application or proposal for any formal insolvency procedure; or
c. any
application, procedure or proposal overseas with similar effect or
purpose.
13.5 All
brochures, catalogues, web pages and other promotional materials are to be treated
as illustrative only. Their contents
form no part of
any contract between us and should not rely on them in entering into any
contract with us.
13.6 Any notice
by either of us which is to be served under these terms may be served by
leaving it at or by delivering it to (by first class post or by fax) the
other’s registered office or principal place of business. All such
notices must be signed.
13.7 No
contract will create any right enforceable (by virtue of the Contracts
(Rights of Third Parties) Act 1999) by any person not identified as the
buyer or seller.
13.8 The only
statements upon which you may rely in making the contract with us; are
those made in writing by someone who is or authorised representative and
either:
13.8.1
contained in our estimate (or any covering letter) and not withdrawn
before the contract is made; or
13.8.2 which
expressly state that you may rely on them when entering into the
contract.
13.9 Nothing in
these terms affects or limits our liability for fraudulent
misrepresentation.
