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.