Terms and Conditions
1 | Price | ||
1.1 | The price quoted excludes VAT (unless otherwise stated). Rates of tax and duties on the goods will be those | 6.7 | We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, |
applying at the time of delivery. | loss of profits or loss of use) arising from the contract or the supply of their use, even if we are | ||
1.2 | At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the | negligent. | |
goods. | 6.8 | Our total liability to you (from one single cause) for damage to property caused by our negligence is | |
2 | Delivery | limited to two million pounds (or the appropriate amount of insurance we have in place when the | |
2.1 | Although we make all reasonable efforts to effect delivery in accordance with the prearranged dates, such | contract is performed). | |
dates are estimates only and time shall not be of the essence. | 6.9 | For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to | |
2.2 | If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, | the price of the goods. | |
however: | 6.1 | Nothing in these terms restricts or limits our liability for death or personal injury resulting from | |
2.2.1 | you may not cancel if we receive your notice after the goods have been dispatched; and | negligence. | |
2.2.2. | If you cancel the contract, you can have no further claim against us under that contract. | 7 | Specification |
2.3 | If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no | 7.1 | We reserve the right; |
claim against us for the delay (including or consequential loss, or increase in the price of the goods). | 7.1.1 | to make any changes in the specifications of our goods that are necessary to ensure they conform to | |
2.4 | If for any reason you fail to accept delivery of any goods when they are ready for delivery, or we are unable | any applicable safety or statutory requirements; and | |
to deliver the goods because you have not provided adequate instructions, or if you do not collect the goods | 7.1.2 | to make without notice any minor modifications in our specifications we think necessary or desirable. | |
by the date we give for collection, we may: | 8 | Returns of goods | |
2.4.1 | treat the goods as having been delivered on that day (for the purpose of risk, inspection and payment); and | 8.1 | We will accept the return of goods from you only: |
2.4.2 | charge you for the storage or redelivery of those goods. | 8.1.1 | by prior arrangement (confirmed in writing); |
2.5 | We may deliver the goods in installments. Each installment is treated as a separate contract. | 8.1.2 | the goods were defective when delivered |
2.6 | We may decline to deliver if: | 8.1.3 | the goods were supplied in error and are as fit for sale on their return as they were on delivery. |
2.6.1 | we believe that it would be unsafe, unlawful or unreasonably difficult to do o so; or | 9 | Export terms |
2.6.2 | the premises (or the access to them) are unsuitable for our vehicle. | 9.1 | Where the goods are supplied by us to you by way of export from the United Kingdom Clause 10 of these |
2.7 | We may deliver in quantities of 5% more or less than the quantity ordered and charge you for the quantity | terms applies (except to the extent that it is inconsistent with any written agreement between us). | |
actually delivered. | 9.2 | The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the | |
2.8 | We will provide proof of delivery free of charge if you request this within seven days of the invoice date. We | contract is made apply to all exports, but these terms prevail to the extent that there is any | |
reserve the right to change for any costs we may incur in obtaining a proof of delivery where your request is | inconsistency. | ||
made outside of this period. | 9.3 | Unless otherwise agreed, the goods are supplied ex works our place of despatch. | |
3 | Risk | 9.4 | Where the goods are to be sent by us to you by a route including sea transport we are under no |
3.1 | The goods are at your risk from the time of delivery. | obligation to given a notice under section 32(3) of the Sale of Goods Act 1979. | |
3.2 | Delivery takes place either: | 9.5 | You are responsible for arranging testing and inspection of the goods at our premises before shipment |
3.2.1 | when the goods are loaded at our premises (if you are collecting them or arranging carriage); | (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on | |
or | inspection unless a claim is made before shipment. We are not liable for nay damage during transit. | ||
3.2.2. | when the goods are unloaded at your premises or address specified by you (if we are arranging carriage). | 9.6 | We are not liable for death or personal injury arising from the use of the goods delivered in the territory |
3.3 | You must inspect the goods on delivery. If any goods are damaged you must write to tell us within two days | of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977) | |
of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods. If any goods | 10 | Cancellation | |
are not delivered you must write to tell us within 7 days of the expected delivery time if you fail to notify us | 10.1 | You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then apply). | |
in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to | 10.2 | If the order is cancelled (for any reason) you are then to pay us for all stock that we may hold (or to | |
have accepted the goods in accordance with the contract. | which we are committed) for the order. | ||
4 | Payment Terms | 10.3 | We may suspend or cancel the order, by written notice if: |
4.1 | You are to pay us in cash or in cleared funds priory to delivery, unless you have an approved credit account. | 10.3.1 | you fail to pay us any money when due (under the order or otherwise); |
4.02 | If you have an approved credit account, payment is due no later than 30 days after the date of our invoice | 10.3.2 | you become insolvent; |
unless otherwise in writing. | 10.3.3 | you fail to honour your obligations under these terms. | |
4.3 | If you fail to pay us in fall on the due date we may: | 11 | Waiver and variations |
4.3.1 | suspend or cancel future deliveries; | 11.1 | Any waiver or variation of these terms is binding in honour only unless: |
4.3.2 | cancel any discount offered to you; | 11.1.1 | made (or recorded) in writing; |
4.3.3 | charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (interest) Act 1998; | 11.1.2 | signed on behalf of each party; and |
a. | Calculate (on a daily basis) from the date of our invoice until payment; | 11.1.3 | expressly stating an intention to vary these terms. |
b. | Compounded on the first day of each month; and | 11.2 | All orders that you place with us will be on these terms )or any that we may issue to replace them). By |
c. | before and after any judgment (unless a court orders otherwise); | placing an order with us, you are expressly waiver any printed terms you may have to the extent that | |
4.3.4 | claim fixed sum compensation from you under s.5A of that Act to cover our credit control overheads costs; | they are inconsistent with our terms. | |
and | 12 | Force majeure-business customers only | |
4.3.5 | recover the cost of taking legal action to make you pay | 12.1 | If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) |
4.4 | If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your | because of circumstances beyond our control, we may cancel or suspend any of our obligations to you. | |
due date for payment. We may take any of these actions at any time and without notice. | without liability. | ||
4.5 | You do no have the right to set off any money you may claim from us against anything you may owe us. | 12.2 | Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, |
4.6 | while you owe money to us, we have a right to keep any property we may hold of yours until you have paid | transport delays, strikes and other industrial disputes and difficulty in obtaining supplies. | |
is in full (a lien). | 13 | General | |
4.7 | You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly | 13.1 | English law is applicable to any contract made under these terms. The English and Welsh courts have |
or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by | non- exclusion jurisdiction. | ||
you of any of your obligations under these terms. | 13.2 | If you are more than one person, each of you is liable for all of your obligations under these terms | |
5 | Title | (joint and several liability). | |
5.1 | Business customers: until you pay all debts you may owe us: | 13.3 | If any of these terms are unenforceable as drafted: |
5.1.1 | all goods supplied but us remain our property; | 13.3.1 | It will not affect the enforceability of any other of these terms; and |
5.1.2 | you must store them so that they are clearly identifiable as our property; | 13.3.2 | If it would be enforceable if amended, it will be treated as so amended. |
5.1.3 | you must insure them (against the risk for which a prudent owner would insure them) and hold the policy on | 13.4 | We may treat you as insolvent if: |
trust for us; | 13.4.1 | You are unable to pay your debits as they fall due; or | |
5.1.4 | you may use those goods and sell them in the ordinary course of your business, but not if: | 13.4.2 | You (or any item of your property) becomes the subject of: |
a. | We revoke that right (by informing you in writing); or | a. | Any formal insolvency procedure (examples of which include receivership, liquidation, administration, |
b. | You become insolvent. | voluntary arrangements (including a moratorium) or bankruptcy); | |
5.2 | You must inform us (in writing) immediately if you become insolvent. | b. | any application or proposal for any formal insolvency procedure; or |
5.3 | If your right to use and sell the goods ends you must allow us to remove the goods. | c. | any application, procedure or proposal overseas with similar effect or purpose. |
5.4 | We have your permission to enter any premises where the goods my be stored: | 13.5 | All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their |
5.4.1 | at any time, to inspect them: and | contents form no part of any contract between us and you should not reply on them in entering into any | |
5.4.2 | after your right to use and sell them has ended, to remove them, using reasonable force if necessary. | contract with us. | |
5.5 | Despite our retention of title of the goods, we have the right to take legal proceedings to recover the price of | 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 |
goods supplied should you not pay us by the due date. | delivering it to (by first class post or by fax) the other’s registered office or principal place of business. | ||
5.6 | You are not our agent. You have no authority to make any contract on our behalf or in our name. | All such notices must be signed. | |
6 | Warranties | 13.7 | No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) |
6.1 | We warrant the goods: | Act 1999) by any person not identified as the buyer or seller. | |
6.1.1 | comply with their description on our order confirmation form; and | 13.8 | The only statements upon which you may rely in making the contract with us are those made in writing |
6.1.2 | are free from material defect at the time of delivery. | by someone who is (or whom you reasonably believe to be ) our authorised representative and either: | |
6.2 | We give no other warranty (and exclude and warranty, term or condition that would otherwise be implied) | 13.8.1 | contained in our estimate )or any covering letter) and not withdrawn before the contract is made; |
as to the quantity of the goods or their fitness for any purpose. | or | ||
6.3 | If you believe that we have delivered goods which are defective in material or workmanship, you must: | 13.8.2 | which expressly state that you may reply on them when entering into the contract. |
6.3.1 | inform us (in writing) , with full details, as soon as possible; and | 13.9 | Nothing in these terms affects or limits our liability for fraudulent misrepresentation. |
6.3.2 | allow us and/or the manufacturer to investigate (we may need access to your premises and product | 13.1 | We may transfer information about you to our bankers/financiers for the purpose of providing |
samples) | services and for the following purposes: | ||
6.4 | If the goods are found to be defective in material or workmanship (following our investigations), and you | -Obtaining credit insurance | |
have complied with those conditions (in clause 6.3) in full, we will (at our option) replace the goods or | -Making credit reference agency searches | ||
refund the price of the defective item(s). | -Credit control | ||
6.5 | As we are not the manufacturer of the goods, our liability is limited to any benefit that we may receive under | -Assessment and analysis (including credit scoring, market, product and statistical analysis) | |
any guarantee given by the manufacturer of the goods. | -Securitisation | ||
6.6 | We cannot accept liability in respect of any defect arising from fair wear and tear, willful damage, abnormal | -Protecting our interest – We will provide you with details of our bankers/financiers and that of any | |
working conditions, failure to follow our instructions. | -credit reference agencies used on request. |