TERMS AND CONDITIONS OF SALE
1.1 All orders are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any variation of those conditions in any document of the buyer is inapplicable unless accepted in writing by the seller.
1.2 No variation may be made to the contract of sale except by agreement in writing between the parties.
2.1 The placing of an order following the seller’s quotation shall not be binding on the seller unless and until accepted by the seller in writing.
2.2 Additions or alterations to orders, however made, shall not be binding on the seller until they have been confirmed by the seller in writing.
2.3 By ordering goods from the seller the buyer will be deemed to have accepted that these conditions take precedence over any conditions contained in or in any letter, acceptance form or the like in connection with the goods so ordered.
3.1 The prices quoted are based on current conditions and are subject to adjustment without notice. The goods or service will be invoiced at the price ruling on the date of despatch of the goods.
3.2 The prices quoted are exclusive of Value Added Tax, unless otherwise specifically stated in the contract.
4.1 Where goods are ordered by the buyer for delivery at his request:-
(i) if a period is stated for delivery and such period is not extended by agreement in writing the buyer shall take delivery within that period.
(ii) If no period is stated for delivery the buyer shall take delivery of the goods as soon as they are ready
(iii) If the buyer does not take delivery of the goods within the period the buyer will reimburse the supplier’s storage costs. An invoice will be issued for the full amount of the goods plus the storage costs on the last date on which delivery is due and shall be payable in accordance with the provisions of Clause 9.1
4.2 In any other case:-
(i) Any time stated in respect of delivery is given in good faith but is by way of estimation only and is not binding on the seller.
(ii) Time for delivery, whether expressly stated or not shall not be or be deemed to be of the essence of the contract of sale.
4 .3 The seller shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the buyer or to any purchaser from him or customers of his arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused.
4 .4 The seller shall be entitled to make partial delivery of the goods unless otherwise agreed in writing.
4.5 In the case of partial delivery of goods the buyer will not be entitled to treat delivery of faulty goods in any one instalment or the late delivery or any one instalment as a repudiation of the whole contract.
5.1 Unless otherwise stated in the contract the goods will be consigned by the method of transport chosen by the seller to the address specified by the buyer for consignment of the goods (delivery address)
5.2 Goods for which the final destination is outside the UK shall be made available packed ex works seller’s warehouse. Packing will be to the seller’s specification.
5.3 If packaging is marked returnable it is not included in the price, but will be charged for unless returned within one month, carriage paid and in good condition to the seller’s premises.
5.4 The cost of carriage is charged in addition to the price quoted unless specifically excluded in writing by the seller.
6.1 The goods shall be at the risk of the buyer as soon as they are delivered to the delivery address.
For goods supplied ex works seller warehouse, the buyer shall bear all risks of loss or damage to the goods from the time they have been placed at his disposal in accordance with Incoterms 2010.
7.1 The buyer will be deemed to have accepted the goods unless he rejects them within seven days after their receipt to the delivery address.
7.2 The seller shall have no liability for goods delivered in a damaged condition or lost in transit or (or shortages in delivery) unless: –
(a) in the case of damage or shortage of delivery, short details are endorsed on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by the seller and the carrier within three working days after receipt of the goods at the delivery address and
(b) in the case of goods lost in transit, notice in writing of the non-delivery is received by the seller and by the carrier within fourteen days after the date of the advice notice or invoice (as the case may be) issued by the seller.
7.3 Subject to the buyer’s complying with Clauses 7.1 or 7.2 above (as the case may be) and subject to the Clause 8, the seller shall replace or make good any goods, rejected by the buyer or delivered in a damaged condition or lost in transit (or, in lieu thereof, at the option of the seller shall allow credit to the buyer of the amount of the price of goods lost or rejected or a proportionate amount thereof in the case of goods damaged) but the seller shall have no other liability whatsoever including consequential loss in respect of goods rejected by the buyer or delivered in a damaged condition or lost in transit.
8.1 Unless otherwise specifically stated in the contract all specifications and particulars of weights and dimensions stated in the contract and in the seller’s sales literature are approximate only and where dimensions or weights are quoted in imperial measurements the seller reserves the right to supply any convenient metric equivalent or vice versa.
8.2 Every effort has been made to ensure that information given in Company literature is correct but the seller accepts no liability in respect of contingencies arising from errors.
8.3 The seller reserves the right to change the specification or any goods quoted in its sales literature at any time without notice.
8.4 Goods supplied by the seller must be utilised in accordance with the seller’s technical specification relating to the goods and the seller accepts no responsibility for loss or damage incurred where this condition is not complied with.
Subject to the conditions set out below, the seller warrants that the products will correspond with their specification at the time of delivery, and will be free from defects in material or workmanship for a period of between one and two years from the date of delivery.
The duration of the warranty period will be described in the seller’s literature and on the warranty card that accompanies the product, but the terms and conditions of the warranty offered by the seller shall be as now described.
The seller’s liability for breach of the warranty shall be limited solely to replacing or repairing without charge the defective product or part thereof.
9.1 The above warranty is given by the seller subject to the following conditions:
a) The buyer shall have returned the product at his risk and suitably packaged, together with a written report describing the defect(s) as soon as the defect(s) become apparent.
b) Such defect(s) shall have been proved by the buyer to be attributed to the seller, and to have arisen solely from faulty design of materials or workmanship
c) The seller shall be under no liability in respect of any defect in the product arising from failure on the part of the buyer to fully comply with the installation instructions provided with the product; fair wear and tear, wilful damage; negligence; abnormal working conditions; misuse; or alterations or repair of the product without the seller’s approval.
d) 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 implied warranty, condition or other term, or any duty or common law, or under the express terms of the contract for consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever and whether caused by the negligence of the seller, its employees, or agents, which arise out of or in connection with, the supply of the product or its use by the buyer except as expressly provided by these conditions.
e) Should a product be returned under a valid warranty, the seller reserves the right to either repair it or to offer a replacement free of charge. In all other circumstances, it is the responsibility of the buyer to return the product suitably packaged, at his risk and expense, together with a written description of the defect or malfunction. On receipt, the seller will advise the cost of making a repair, or if appropriate, offer a replacement at the list price then ruling. In either instance, the cost of despatch to the buyer will be to the buyer’s account.
10.1 Except where otherwise specifically agreed, payment must be made to the seller’s address stated on this invoice by the last day of the month following the month of the invoice, no later than 30 days from the date of invoice.
10.2 Where partial delivery is made, the buyer shall be obliged to pay for each instalment separately, if the seller so requires by invoicing him.
10.3 The seller reserves the right to suspend all deliveries where payment terms are not complied with by the buyer. In the event of non-compliance of payment terms all monies owed to the seller by the buyer shall become immediately payable.
10.4 If payment is not made on the due date, interest will be charged on the amount due at the rate of 4 percent above the Bank of England’s Base Rate for the time being.
10.5 Unless otherwise agreed the buyer shall not be entitled to exercise any right of set off or counterclaim against monies owed to the seller for goods invoiced and delivered to him.
11. OWNERSHIP OF GOODS
11.1 Subject to the following clauses, the goods shall remain the seller’s properly until payment in full of the price, interest charges and all other monies due to the seller under this contract and all other contracts between the seller and buyer, notwithstanding any processing of the same or incorporating of the same into a larger piece of equipment.
11.2 The buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of the sale shall be held in trust for the seller by the buyer until payment of all sums due to the seller by the buyer under this contract and all other contracts between the seller and the buyer.
11.3 Should the buyer default in any payment when due the seller will be entitled to repossess all the goods held by the buyer which are still the seller’ s property (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose the seller will be entitled to enter upon any land or building on or in which the goods may be situated and to remove the same. All costs incurred by the seller in repossessing the goods shall be borne by the buyer.
11.4 Any goods so repossessed shall be sold and the proceeds of sale set off against the amounts due to the seller by the buyer. Any balance remaining of the proceeds of sale shall be paid to the buyer. If the said proceeds of sale are not sufficient the buyer shall remain liable to pay to the seller the amount remaining due together with any interest accruing thereon.
12.1 The buyer shall indemnify the seller against all damages penalties costs and expenses to which the seller may be liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any letters patent or registered design.
13. DETERMINATION OF CONTRACT
13.1 If the buyer shall make default in or commit a breech of the contract or of any other of his obligations to the seller or if any distress or execution shall be levied upon the buyer’s property or assets, or if the buyer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company’s undertaking, property or assets of any part thereof shall be appointed, the seller shall have the right by written notice to the buyer to determine this and/or any other contract then subsisting between the buyer and the seller and/or suspend further deliveries of goods under this and/or any other contract between the buyer and the seller. Such right shall be without prejudice to any other claim or right the seller may otherwise make or exercise
14 1 Notices required to be given to the seller must be sent to the address stated on the front of the Invoice. Notices required to be given to the buyer will be sent to the address specified by the buyer for consignment of the goods unless a different address is specified for this purpose by the buyer.
15. OTHER CONDITIONS
15.1 No liability will be accepted for any failure of or delay in performance which is due wholly or partially to restriction by Government or other competent authority, strike, lock-out, failure by suppliers to supply materials or to any other cause whatsoever outside the seller’s control.
15.2 The seller reserves the right to sub-contract any part of the work for supply of any goods for which an order is accepted.
15.3 It is the responsibility of the purchaser to ensure as far as reasonably practicable that the goods are suitable for their intended use and location and no liability shall fall on the company for any loss or damage of whatever nature arising out of the misuse of the goods or if the same are subject to unusual or unsuitable treatment. Furthermore, no liability under this condition shall attach to the company in respect of second hand goods, where unauthorised repairs or alterations have been carried out or attempted, where damage has occurred after delivery of goods or where goods have been subjected to improper, unsafe or unusual usage.
15.4 In the case of goods supplied but not manufactured by the company, the company’s sole responsibility shall be to give the purchaser the same warranty as given by the manufacturer, provided that the company shall not be required to bear any liability or expense greater than the amount actually recovered from the manufacturer.
1 5.5 So far as permitted by law, the company’s liability under this condition shall be in lieu of any other warranty, express or implied, whether by statute or otherwise, and in no circumstances shall the company be liable for any consequential loss, direct or indirect.
15.6 CANCELLATION The company reserves the right to refuse purported cancellation of any order and to demand payment of the full price for the same although the company may accept any cancellation upon receiving full indemnification from the purchaser for actual costs and losses incurred.
16. LEGAL CONSTRUCTION AND APPLICATION
16.1 This contract shall in all respects be construed and will operate as an English contract and in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. If any provision of this contract is held by any Court Tribunal or similar body to be void or unenforceable, such ruling shall not affect the remaining provisions of this agreement which shall be read as though the provisions had been deleted. Furthermore, in the event of any Court, Tribunal or similar body ruling at any one or more of the time limits imposed under this contract are unreasonable, then in each case the condition imposing the extending time limit shall be read as though a reasonable period were substituted for the specified time limit and that condition enforced accordingly.