| 1 |
Price |
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| 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, |
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applying at the time of delivery. |
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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 |
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negligent. |
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goods. |
6.8 |
Our total liability to you (from one single cause) for damage to property caused by our negligence is |
| 2 |
Delivery |
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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 |
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contract is performed). |
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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, |
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the price of the goods. |
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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 |
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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; |
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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 |
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any applicable safety or statutory requirements; and |
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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. |
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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 |
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terms applies (except to the extent that it is inconsistent with any written agreement between us). |
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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 |
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contract is made apply to all exports, but these terms prevail to the extent that there is any |
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reserve the right to change for any costs we may incur in obtaining a proof of delivery where your request is |
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inconsistency. |
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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. |
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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); |
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(unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on |
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or |
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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 |
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of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977) |
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of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods. If any goods |
10 |
Cancellation |
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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). |
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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 |
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have accepted the goods in accordance with the contract. |
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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; |
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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); |
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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; |
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they are inconsistent with our terms. |
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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 |
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because of circumstances beyond our control, we may cancel or suspend any of our obligations to you. |
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due date for payment. We may take any of these actions at any time and without notice. |
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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 |
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transport delays, strikes and other industrial disputes and difficulty in obtaining supplies. |
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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 |
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or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by |
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non- exclusion jurisdiction. |
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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 |
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(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: |
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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. |
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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 |
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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. |
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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 |
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goods supplied should you not pay us by the due date. |
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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. |
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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: |
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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. |
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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; |
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as to the quantity of the goods or their fitness for any purpose. |
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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 |
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samples) |
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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 |
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-Obtaining credit insurance |
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have complied with those conditions (in clause 6.3) in full, we will (at our option) replace the goods or |
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-Making credit reference agency searches |
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refund the price of the defective item(s). |
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-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 |
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-Assessment and analysis (including credit scoring, market, product and statistical analysis) |
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any guarantee given by the manufacturer of the goods. |
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-Securitisation |
| 6.6 |
We cannot accept liability in respect of any defect arising from fair wear and tear, willful damage, abnormal |
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-Protecting our interest – We will provide you with details of our bankers/financiers and that of any |
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working conditions, failure to follow our instructions. |
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-credit reference agencies used on request. |
