1. General
(1) “The Company” refers to the supplier as mentioned above and shall
include any principal, agent, successor or assignee of the same and “The
Customer” means the person, firm or company to whom a quotation is addressed
or whose order is accepted by the Company and “the Goods” means
the goods the subject of such quotation or order.
(2) All prices quoted by the Company are based upon these Conditions of Sale
and reflect the limitations upon the Company’s liability which they contain.
Should any customer wish to contract with the Company otherwise than on the
terms of such Conditions of Sale, special arrangements can be made and a revised
price quoted by the Company.
(3) In the absence of any such special arrangement (which shall not bind
the Company unless made in writing and signed on the Company’s behalf by
a person duly authorised for that purpose) all quotations given and all contracts
made by the Company and any additions or amendments thereto shall be subject
to these Conditions of Sale which supersede and shall be taken to override
any terms or conditions proposed or stipulated by the Customer.
(4) No agent or salesman of the Company has authority to give any guarantee
or warranty on behalf of the Company or to transact business other than on
the (unamended) terms of these Conditions of Sale.
2. Limits of contract
No binding contract is created until an order is accepted by the Company
and all prior correspondence or oral communication are to be regarded as superseded
and not forming part of the contract Prices quoted are subject to revision
for errors and omissions at any time.
3. Agents
The term “agent” as applied to those persons, firms or companies
either in the United Kingdom, or elsewhere, with whom the Company has made
arrangements for the sale of its goods is a nominal one and indicates only
that they are local representatives appointed for the convenience of customers
and through whom enquiries or orders may be received and dealt with by the
Company. They are not authorised by the Company to incur any liability, given
any guarantee or warranty, make any representations or transact any business
whatsoever on behalf of the Company other than the offering for sale of the
Company’s goods upon the terms of these conditions.
4. Technical Data
All drawings, descriptive matter, price lists or advertisements, whether
or not supplied with a quotation or tender, are approximate only and intended
merely to give a general idea of the goods described therein and shall
not form part of the contract. The Company offers its designs for the Customer’s
approval. Unless supplied or approved by the Company it undertakes no responsibility
for sites or foundations or for any framework or support for the compliance
with any local bye-laws or statutory regulations, or for the fulfilment of
any special requirements which the Customer may be bound to observe or fulfil.
5. Title
The implied undertakings as to title ect. as set out in Section 12 of the
Sale of Goods Act 1979 shall be express terms of the contract between the Company
and the Customer.
6. Price
(1) Unless a quotation or tender has been submitted the price of the goods
shall be the price ruling at the date of despatch notwithstanding any price
specified in any order or acceptance.
(2) If a quotation or tender has been submitted by the Company, this constitutes
an indication of the terms on which the Company may be willing to supply
the goods concerned subject to any conditions which may be included in
the quotation or tender, and condition 2 continues to apply where such
a quotation or tender has been submitted.
The price quoted for any materials purchased by the Company for resale with
or as part of the goods is based upon cost to the Company of such materials
at any time of the relevant quotation allowing for currency, import duties,
freight, handling and labour costs and other times outside the Company’s
control. The Company shall be entitled to recover from the Customer any increase
in materials costs between the date of order acceptance and the delivery date
except where it has expressly agreed otherwise in writing.
(3) The price of the goods shall be subject to the addition of Value Added,
and other, taxes and the cost of any special packing required by the Customer.
(4) Any increase in the costs of expenses arising from any act or omission
or any modifications made at the Customer’s request may, at the Company’s
option be charged to the Customer.
(5) All prices quoted will be deemed valid for a maximum period of 60 days
from date of quotation, unless otherwise stated.
(6) Should scheduled delivery of finished goods be delayed by problems caused
by others, the Company reserves the right to levy a charge with regards to
the continued storage of goods, until the date of despatch, at a rate of
cost plus 20%.
7. Variations to Specifications
The Company reserves the right to constantly review its products and to alter
or improve the specifications or dimensions of the components or materials
used and to substitute other components or materials of a similar strength,
specification, dimension or quality, either when the components or materials
specified are not readily available or the Company considers that the substituted
components or materials of a similar strength, specification, dimension
or quality, or when the components or materials specified are not readily available
and the Company considers that the substituted components or materials
are a reasonable alternative or improvement to the components or materials
specified.
8. Delivery
(1) Any time or date for the despatch or delivery of goods or for the completion
of work whether specified in the Company’s quotation or otherwise given
by the Company shall be taken as an estimate made by the Company and in good
faith but shall not be binding upon the Company either as a term of the contract
or otherwise.
In no circumstances shall the Company be liable for any loss or damage
sustained by the Customer in consequence of failure to deliver within such
time or by such date or in consequence of any other delay in delivery however
caused.
(2) Unless otherwise agreed in writing delivery shall be made at the premises
specified by the Customer, subject to condition 8 (4) the risk in the goods
shall pass to the Customer upon delivery.
(3) The Company may deliver the goods in instalments and invoice the Customer
as if each instalment comprised a separate contract upon the terms of these
Conditions of Sale.
(4) If delivery of the goods is delayed through any act or omission of the
Customer, the Company may put the goods into storage at the Customer’s
risk and expense.
(5) The Customer undertakes to inspect the goods on delivery and shall be
deemed to have accepted the goods, subject to condition 9, upon the earlier
payment in full for the goods or one month after delivery if it has not previously
notified the Company of its refusal of the goods.
9. Loss or damage in Transit
(1) The Company shall not in any event be liable for any loss
or damage to the goods whilst in transit unless written notice thereof is given
to the Company by the Customer (a) in the case of loss from or damage to the
goods delivered to the Customer within 3 days of the date of delivery and in
addition the Customer must indicate in writing on the Company’s copy
of the delivery note, the nature of the loss or damage complained of or (b)
in the case of goods not delivered within 7 days of the date upon which the
Customer is notified that the goods have been consigned for delivery. Provided
that if the Customer proves (i) that it was not reasonably possible for him
to give such notice to the Company within the appropriate period and (ii) that
the notice was given within a reasonable time, the Company shall not be entitled
to rely on the time limits stipulated by this Condition.
(2) The Company shall not in any event be liable for any loss or damage to
the goods where the goods are transported by an outside freight carrier unless
the Customer has complied in all respects with the freight carrier’s
conditions of carriage notifying claims for loss or damage in transit.
(3) Any liability which the Company may incur for loss or damage to the goods
whilst in transit shall in no case exceed the invoice value of the goods and
in no circumstances shall the Company be liable for any indirect or consequential
loss however caused. |
10. Payment
(I) Unless otherwise agreed in writing, all accounts
shall be paid in full to the address of the Company stated on this
order acknowledgement / invoice and cheques and money orders shall
be made payable to, or to the order of the Company.
(2) Unless otherwise agreed in writing by the company, this contract shall
be paid with a 50% deposit with order and the balance of 50% to be paid prior
to despatch.
(3) Timely payments shall be of the essence of the contract and in the event
of any failure or delay by the customer to pay for goods, the company shall
have the rights to set out in clause 16.
(4) The company shall have a right of set off and the customer hereby authorises
the company to apply any money owed by it to the customer against any monies
that may be due from the customer to the company.
(5) The company shall be entitled to charge the customer interest on all overdue
accounts at a rate of 2% per month on the outstanding balance £20.00
for each re-presentation of the customer’s dishonoured cheques.
(6) The company shall be entitled to charge the customer £20.00 for each
re-presentation of the customer’s dishonoured cheques.
11. Passing of Property
(1) The goods shall remain the sole and absolute property
of the Company until such time as the Customer shall have paid to the
Company the full price together with the full price of any other goods
the subject of any other contract between the Customer and the Company
provided that the Company at its sole discretion may upon the expiry
of a six month period from the date of the Company’s invoice
release its title to the goods and subject of the invoice without notice
to the Customer.
(2) The Customer acknowledges that the Customer is in possession of goods solely
as bailee for the Company until such time as the full price thereof is paid
to the Company together with the full price of any other goods the subject
of any other contract between the Customer and the Company.
(3) Until such time as the Customer becomes the owner of the goods, the Customer
will store them on his premises separately from the Customers own goods, or
those of any other person and in a manner which makes them readily identifiable
as the goods of the Company.
(4) The Customer’s right to possession of the goods shall cease if he,
not being a company, commits an available act of bankruptcy or proposes to
enter into voluntary arrangement with his creditors, or if it, being a company
is unable to pay its debts, or does anything or fails to do anything which
would entitle a Receiver to take possession of any assets or which would enable
any person to present a petition for winding up or a receiver or administrator
is appointed, or a petition is presented administration, receivership or liquidation
(whether or not voluntarily) of the Customer, the Company may for the purpose
of recovery of its goods enter upon any premises where they are stored or where
they are reasonably thought to be stored and may repossess the same and may
sever the goods from anything they are attached to without being liable for
any damage caused.
12. Suspension or Cancellation of Deliveries
(1) If any payment or instalment falls due is not
paid in full within 7 days, the Company may without prejudice to any
other rights, suspend performance of any of its obligations under these
Conditions or terminate the Contract and/or any other contract for
sale of goods by notice in writing with immediate effect.
(2) If the Customer becomes insolvent or enters into liquidation, whether compulsory
or voluntary (other than for the purposes of amalgamation or reconstruction)
or compounds with its creditors generally or has a receiver or liquidator appointed
over all or any of its assets, or suffers execution or distress or takes or
suffers any similar action in consequence of debt or becomes unable to pay
its debts as they fall due or fails to perform any obligation required to be
performed by it hereunder for a period of 30 days after receipt of notice from
the Company of such failure the Company may, without prejudice to any of its
rights, terminate the Contract forthwith by notice to the Customer.
(3) If the Customer cancels his order the Company shall be entitled to recover
any loss sustained thereby from him.
13. Guarantee
(1) The Company undertakes to repair or replace, at
the option of the Company, any goods manufactured by the Company which
are shown to be defective in material or workmanship within twelve
months of delivery. Provided that the Company shall be under no liability
under the said guarantee if (a) the Customer has not paid in full for
the goods, or (b) the Customer has executed or attempted to execute
repairs or alterations to the goods which are not authorised by the
Company, or (c) the goods have not been fitted or installed in accordance
with the Company’s instructions, or
(d) the Customer or any third party to whom the goods have been delivered has
failed in any other respect to adhere strictly to the terms hereof, or (e)
the Company has not been notified of any defect within one month of the defect
becoming apparent.
(2) Except where otherwise agreed in writing by the Company, no guarantee is
offered on any goods, materials or services of the Company’s supplier’s
or any sub-contractor of the Company, but the Company will take reasonable
steps to enable the Customer to take the benefit of any supplier or sub-contractors
guarantee in respect of such goods, materials or services supplied to the Customer
which may be available to the Company with this condition.
14. Trademarks and Trade Names
(1) Nothing in these Conditions shall be deemed to
confer any right upon the Customer to apply any trademark, trade names,
colour schemes or design rights owned by the Company or the Company's
manufacturers or suppliers.
(2) The only trademarks or trade names which may be displayed in advertising
Goods supplied hereunder shall be those expressly authorised by the Company
or its manufacturers or suppliers and the Customer shall comply with the Company's
express instructions relating to the context, scale and manner of use of such
trademarks or trade names in all such advertising.
(3) The trademarks, trade names, colour schemes or design rights of the Company
or its manufacturers or suppliers shall not, without the Company's prior written
consent be used on or in relation to any Goods supplied hereunder which the
Customer in any way adds to repacks or otherwise alters and the Customer shall
remove or permanently obliterate any such trademarks, trade names, colour schemes
or designs of the Company or its manufacturers or suppliers from any Goods
so added to, repacked or otherwise altered.
15. Lien
The Company shall have a general lien in respect of
all sums due from the Customer upon all goods to be supplied to such
Customer upon which work has been done on the Customer’s behalf
and, upon 14 days written notice to the Customer, may sell such goods
and apply the proceeds towards the satisfaction of the sums due to
the Company.
16. Force Majeure
If the performance of the contract by the Company
shall be delayed, in any circumstances or conditions beyond the control
of the Company, the Company shall have the right as its option (a)
to suspend further performance of the contract until such time as the
cause of the delay shall no longer be presented or (b) to be discharged
from further performance of and liability under the contract and if
the Company exercises such right to, the Customer shall thereupon pay
the contract price less a reasonable allowance for what has been performed
by the Company.
17. Severance
If any part of these Conditions or any other term
of condition of this Contract is judged by any competent court to be
invalid or unenforceable, the remaining part or parts shall continue
in full force and effect.
18. “Deals as Consumer”
Nothing in these Conditions shall affect the statutory
rights of a customer who in relation to the Company “deals as
consumer” as defined in section 12 of the Unfair Contract Terms
Act 1977, or any amendment or modification thereof.
19. Legal Construction
The construction, validity and performance of these
Conditions and any Contract shall be governed by and construed in accordance
with English law and any dispute arising out or in connection therewith
shall be subject to the exclusive jurisdiction of the English courts. |
