A. General – (1) These documented terms and conditions of sale supersede all other terms and conditions, undertakings or representations made by the buyer or the seller. Nothing written or spoken verbally between the buyer and seller has contractual or other legal effect unless incorporated in this document.
(2) No agreement shall be effective to vary this contract unless agreed upon in writing and signed by a representative of the seller duly authorised in writing.
(3) Special attention is drawn to the warranty below.
B. Description of Goods – (1) “Goods” means, subject to this clause, goods of the description ordered or contained in the quotation and to be delivered hereunder.
(2) The Seller reserves the right to make without notice to the buyer any improvement or alteration in the material, specification, dimensions, or design of the goods which it thinks reasonable or desirable or which it is required to make by law and such improvement or alteration shall not affect the validity of the contract.
C. Drawings, Prints and Specifications – Any technical drawings, prints and specifications supplied by the seller under or in connection with the quotation, or the contract, shall remain the property of the seller. The buyer shall not copy them without the consent of the seller and shall comply with the seller’s reasonable requirements to their use, return and otherwise.
D. Patents – The seller gives no indemnity in respect of any actual or alleged infringements of the patents, registered designs, design copyright, or any other industrial property right relating to the goods.
E. Delivery – (1) The place of and the date of delivery are as agreed between the buyer and the seller.
(2) The date for delivery is the seller’s best estimate based on present information. The seller shall not be liable for delay in delivery in any circumstances whatsoever (even if caused by negligence of the seller, its servants or agents) nor for any loss, damage, or expenses which the buyer may suffer by reason of such delay.
(3) Claims for goods received in a damaged condition will only be considered if notified by telephone within 3 days of receipt and confirmed in writing within 14 days of receipt.
(4) Where the Goods cannot be examined the carrier’s note ir such other note (as the case my be) shall be marked by the Buyer at the time of delivery “not examined”.
F. Cancellations – (1) Orders/ Part orders cannot be cancelled without the prior agreement and written consent of the seller. Returned goods must be in a new and unused condition, in the original packing where possible. Credit for returned goods may be subject to a restocking charge of from 5% at the discretion of the seller.
(2) Goods will only be accepted if they are in brand new and unused condition;
(3) Packaged items will only be accepted if the package remains unbroken and in reasonable condition
(4) Goods will only be accepted if returned within three weeks of the date of collection or delivery;
(5) In every case a restocking fee charge will be made
(6) In every case the invoice number and date together with the reason for return must be stated.
G. Property and risk – (1) Property in the goods shall not pass to the buyer until the buyer has paid the whole of the price of the goods in full to the seller.
(2) The risk shall pass to the buyer as soon as one of the following events occurs:-
(i) The Buyer pays the price in full.
(ii) The buyer takes delivery of the goods.
(iii) The seller notifies the buyer that the goods are ready for delivery and delivery has not taken place within 7 days thereafter for whatever reason.
H. Jurisdiction – The law governing the contract shall be the law of England. Any dispute arising out of or in connection with the contract shall be submitted to the jurisdiction of the English courts, except that the seller may elect and be entitles to proceed in Scotland, Wales or Northern Ireland or any foreign jurisdiction whatever proceedings may lawfully be brought against the buyer.
I. Notices – Any notice may be served by either party on the other by leaving it at, or sending it by, post, cable, telegram, fax or telefax to the address of that party contained in the contract. Such notice shall be deemed to be served when it would be received by either party in the normal course of transmission of post or otherwise.
J. Liability of the Seller – (1) The seller shall not be liable if manufacturer or delivery is prevented, hindered or delayed by reason of strikes, sit-ins, trade disputes, lock-outs or any other actual or threatened industrial action or by difficulty in obtaining labour, plant, materials or bought in components, or by breakdown of plant, or machinery (including transport), or by interruption of power supplies, or by fire or by legal action by a third party (whether or not any of the aforesaid are caused by the negligence of the seller, its servants or agents) or by reason of any circumstances outside the seller’s control which shall included, but not be limited to war, civil riot, intervention by the government and all other cases of force majeure.
(2) If the manufacture or delivery of the full quantity due hereunder is prevented, hindered, or delayed by reason of any circumstance within sub-clause (1) then without prejudice to the exemption from liability under (1) the seller shall be entitled either, to apportion goods of the contract description as its discretion between the buyer and other customers of the seller and to deliver the quantity so apportioned to the buyer, delivery of which quantity shall constitute delivery in full, or to withhold delivery, until such time as the full quantity can be and is delivered hereunder.
K. Termination of the Contract – (1) The contract shall automatically terminate if the buyer (being an individual or, in the case of a firm, any member thereof) commits any act of bankruptcy or has a receiving order made against him or has any process of distress or execution levied upon his goods or makes any arrangement with his creditors, before the property in the goods has passed to the buyer hereunder.
(2) If the buyer (being a limited company) has a receiver appointed of its assets or goes into liquidation whether compulsory or voluntary or ceases to carry on its business, or if the seller reasonably considers that any of the said events is about to occur, before the property in the goods has passed to the buyer, then the seller may terminate the contract forthwith by notification of writing.
(3) In the event of termination under sub-clause (1) or (2) above the buyer shall cease to have any interest in or right to possession of the goods and the seller for the purpose of exercising its rights as unpaid seller and under this contract shall be entitles to enter any premises where the goods are situated and to remove them as the buyer’s expense.
L. Variations – (1) The seller agrees to carry out any reasonable variations to the previously agreed specifications and drawings which is requested in writing by the buyer or his agent and accepted in writing by the seller
(2) When specified or agreed materials are not readily available, the seller in addition to its rights under clause (B) shall be entitled to substitute other materials which it deems suitable without prior notice to the buyer.
M. Site – When deliveries are made direct to site the buyer will warrant to the seller that the site will be readily accessible to normal road transport at the time and date of delivery, and that the buyer or his agent will be ready to accept the goods.
N. Price – The price shall be that ruling according the seller’s price list where applicable and force at the date of the seller’s notice that the goods are ready for delivery, unless otherwise agreed in writing by the seller and the buyer.
O. Payment – Payment terms for approved credit accounts are strictly nett monthly i.e. payment in full to be received no later than the last day of the month following the month during which the goods were dispatched, (an invoice from 1st, 15th or 30th April would fall due for payment on or before 31st May, and would become overdue on 1st June). The agreed terms of payment must be strictly observed. If any sum due there under is not paid in full by the due date or if before such date the buyer is unable or unwilling to make such payment in full then the seller shall have the right to terminate the contract forthwith whereupon clause K (3) shall apply. A minimum charge of £10.00 may be applied. Orders of a lesser value must be paid for by cash or cheque in such circumstances.
P. Indemnity – The buyer will indemnify the seller against any claims made by a third part arising directly or indirectly out of the contract.
Q. Warranty – (1) All goods are guaranteed against defects in manufacture and materials for a period of 12 months from the date of dispatch. Goods will be repaired or replaced free of charge within the period provided they are returned to our works carriage pre-paid, securely packaged and providing our inspection shows such goods to be defective due to the above causes. The seller’s liability arising out of the supply of goods and their use shall not exceed the cost of rectifying defects within them as noted above. The seller shall not be liable for any costs incurred by the buyer in removal or replacement of defective goods in their use; neither shall the seller be liable in any event for any other indirect or consequential damages. The warranty will be invalid in the case of goods that have been subject to neglect, misuse, misapplication, incorrect connection, have not been properly packed for return to the seller, or have been altered or repaired in any way outside our works. Subject as contained in this warranty, all express or implied warranties or conditions statutory or otherwise as to quality or fitness for any purpose of the goods are hereby expressly excluded.
(2) The Buyer shall be responsible for ensuring the Goods are fit for purpose for which it wishes to use them and the Company gives no warranty (and none shall be implied) that the Goods are fit for purpose for any particular purpose; and the defect in question shall have appeared within 12 months (or such longer time period of (if any) as may be provided for in any guarantee given or on behalf of the manufacturer of Goods) after the Buyer shall have taken possession of the Goods or performance of Services has been completed and shall have been thereupon promptly notified in writing to the Company.
(3) Any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyers risk and expense to the Company’s work for inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design materials or workmanship; and
(4) no attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the Company, the Goods in question shall have been returned to the Company for inspection.
(5) Apart from such reimbursement repair or replacement the Company, its employees and agents shall be under no liability to the Buyer or any third party for any injury, loss or damage of any kind whatsoever, howsoever and wheresoever arising or arisen, and whether direct or indirect, including without limitation any injury, loss or damage arising.