1. General - Quotations are made and orders are accepted subject to the following terms and conditions notwithstanding anything which may be stated to the contrary on the purchaser's order forms or in correspondence.
2. Prices - The Company reserves the right to alter the prices of any of its goods or the terms offered to any customer at any time without notice. In all cases where no specific quotation has been made the prices and terms to be applied shall be those ruling at the date of despatch.
3. Delivery - Any periods or dates quoted for delivery are approximate only and accordingly as regards delivery time shall not be of the essence. The Company will not hold itself responsible for any non-delivery or delay in delivery caused directly or indirectly by war, riots, fire, act of God, breakdown at the Company's works, strikes, lock-outs, shortage of raw materials or other supplies or any other events or circumstances beyond the Company's control nor for any loss or damage whatsoever arising directly or indirectly therefrom and in such cases reserves the right to suspend or cancel in whole or in part any contract or withdraw any quotation without notice and without liability except for payment for materials and labour already expended on such goods. If having been given notice that the goods to be supplied are ready for despatch the purchaser fails to take delivery of the goods in accordance with the contract the Company shall be entitled to store the goods at the purchaser's risk and expense and recover from the purchaser any other costs incurred by the Company as a result of the purchaser's failure to take delivery. Unless otherwise specifically agreed in writing, the Company may effect delivery of the goods by whatever means it thinks most appropriate and may but shall not be bound to make part deliveries of the goods. A separate invoice will be rendered in respect of each delivery and the time for payment therefore shall run from the date of such invoice.
4. Defective Goods - The Company shall at its option replace, correct defects in or give the purchaser a reasonable credit or allowance in respect of goods supplied by the Company which shall be shown to the Company's satisfaction to be defective provided that :-
a. the defect arises solely from faulty materials or workmanship and is not attributable to the condition or design of the goods or to fair wear and tear;
b. the defect is not attributable to neglect, improper use or handling by the purchaser's employees or agents or any of its customers or any third party;
c. no such credit or allowance shall in any event exceed the net price paid or payable for the goods;
d. the purchaser shall have given written notice to the Company of such defect within 7 days of delivery; and
e. the goods containing the defect shall have been put aside by the purchaser and made available for inspection by or on behalf of the Company.
Subject to the foregoing and as hereinafter provided the Company shall be under no liability whatsoever in respect of any loss damage, injury or expense arising either directly or indirectly from any defect in the Company's workmanship or materials used or from delay in delivery or from any loss of or damage to the goods supplied and in particular (but without prejudice to the generality of the foregoing) the Company shall not be liable for the cost of any work done, any transport costs incurred or any loss of profit or any liability to third parties incurred by the purchaser in consequence provided that the provisions of this paragraph shall not operate to exclude or restrict :-
a. The Company's liability for death or personal injury resulting from negligence (as defined in section 1(1) of the Unfair Contract Terms Act 1997); or
b. in the case of any other loss or damage, the Company's liability for negligence (as hereinbefore defined) except in so far as such provision satisfies the requirement of reasonableness within the meaning of section 2(1) of that Act.
Save as hereinbefore provided all guarantees, representations, conditions and warranties as to quality, condition, workmanship and fitness for any purpose or otherwise, and whether express or implied by statute or common law, are hereby expressly excluded provided that nothing herein shall apply so as to exclude or purport to exclude the liability conferred on a seller by the provisions of section 12 of the Sale of Goods Act 1979 (as qualified by Section 6 of the Unfair Contract Terms Act 1977).
5. Goods Lost, Damaged or Destroyed in Transit - No claim can be entertained in respect of goods lost, damaged or destroyed in transit or shortage in delivery unless notification in writing, other than on the Company's or its carrier's documents, has been given by the consignee both to the company and to the carrier's receiving station or depot within the following prescribed time limits:-
a. In the case of partial loss, damage, destruction or non-delivery of any separate part of a consignment, within seven days of the date of delivery of the consignment or part consignment.
b. In the case of loss, damage, destruction or non-delivery of the whole consignment, within twenty-one days of the date of despatch as shown on the relevant Advice Note.
In either case such notification shall contain such details as to enable a valid claim to be made against the carrier.
6. Waiver of Conditions or Indulgence - Any concession, indulgence, latitude or waiver granted or allowed by the Company to any customer in connection with any of its rights under these conditions in respect of any particular transaction or series of transactions shall not prejudice the exercise by the Company of any such rights in respect of any further transactions.
7. Terms of Payment - Payment for all goods and services shall be due not later that the end of the month next following the month of the date of invoice, except where special credit terms have been agreed prior to despatch. If payment is not made on or by the due date the purchaser shall pay interest on the amount overdue at the rate of 3% above Bank of England Minimum Lending Rate from time to time in force (with quarterly rests) from the due date until actual payment and the purchaser shall also be liable for all costs and expenses (including legal costs) incurred in the collection of any sums due by the purchaser to the Company together with any Value Added Tax thereon. The purchaser shall not be entitled to withhold any payment due to the Company on the ground or alleged ground that any goods are defective or that it is otherwise in breach of contract nor shall the purchaser be entitled to set off the same against any payment due to it from the Company.
Value Added Tax will be charged at the appropriate rate at the time of delivery.
No goods will be manufactured or despatched when an outstanding balance is overdue.
8. Reservation of Title -
a. The risk in the goods shall pass to the purchaser when the same are delivered in accordance with the terms hereof to it or its agent or other person to whom the Company is authorised by the purchaser to deliver the goods.
b. The property in the goods shall not pass to the purchaser until payment for any goods delivered at any time has been made to the Company in full provided always that the Company shall nevertheless be entitled to maintain an action for the price of the goods or any part thereof unpaid at any time after the due date for payment thereof whether or not the property in the goods shall then have passed to the purchaser.
c. Until property in the goods shall have passed to the purchaser, the Company may recover possession of the same from the purchaser and resell the same and for that purpose the purchaser agrees that the Company, its servants and agents may enter upon any land or buildings upon which the goods are at any time situated and until such time the purchaser shall store the goods in such a way that they are readily identifiable as the Company's property.
1. The purchaser shall be entitled to resell the goods before they have been paid for in full but in such event:-
2. The purchaser shall hold the proceeds of resale as trustee upon trust for the Company and account to the Company for the proceeds of such resale retaining therefrom any excess of the proceeds of such resale over any amount due to the Company in respect of those goods or any other goods supplied at any time by the Company to the purchaser.
3. The purchaser shall promptly on request of the Company (but at the cost of the purchaser) take all necessary steps to assign to the Company the additional right to recover from any purchaser who buys the goods from the purchaser the price payable by such purchaser to the purchaser to the extent that it may be unpaid at any time provided that if the Company shall avail itself of this right it shall itself account to the purchaser for any such excess as aforesaid less any expenses properly incurred by the Company in or about recovery from such purchaser.
d. Nothing in this Condition shall confer any right upon the purchaser to return the goods or to refuse or delay payment therefore, unless otherwise agreed by the Company.
9. Intellectual Property - The Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade marks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the Goods if made to the specification or special requirements of the buyer.
10. Law - These conditions of sale shall be construed and interpreted exclusively in accordance with the laws of England, and the Company and any purchaser shall submit to the exclusive jurisdiction of the English Courts.