TERMS AND CONDITIONS OF SALE
1. APPLICATION OF THESE CONDITIONS
1.1. These terms and conditions apply to and form part of the contract between us. They supersede any previously issued terms and conditions.
1.2. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of our contract except to the extent that we otherwise agree in writing.
1.3. No variation of these terms and conditions or to the contract for the supply of goods shall be binding unless expressly agreed in writing and executed by both you and us.
1.4. Each order submitted by you to us for the goods shall be an offer to purchase the goods subject to these terms and conditions.
1.5. If we are unable to accept your order, we shall notify you as soon as reasonably practicable.
1.6. We may accept or reject an order at our discretion. An order shall not be accepted, and no binding obligation to supply any goods shall arise,until the earlier of:
1.6.1. our written acceptance of your order; or
1.6.2. our dispatch of the goods or notifying you that they are available for collection (as the case may be).
1.7. Marketing and other promotional material relating to the goods are illustrative only and do not form part of our contract.
2.1. Prices are exclusive of the cost of deliveryand of value added taxand any other tax or duty.
2.2. Prices are provisional only andsubject toadjustment to take account of increases in our costs and overheadsand any exchange fluctuations, which cause our costs to increase inrelation to the price quoted. Prices will not however be subject tofurther adjustment once we have accepted your order.
3.1. You must pay for the goods within 30 days of invoice date.
3.2. You may not withhold payment of any amount due to us becauseof any claim or set off you may have against us.Our rates for delivery are available on request.
3.3. You must pay us interest at five percent per annum over thebase lending rate for the time being of HSBCBankfrom the due date of payment to the actual date of payment.
3.4. Interest shall accrue on a daily basis and run after as well as beforeany judgement and be payable on demand.
4. DELIVERY DATE
If we fail to deliver by the estimated date you may give us noticerequiring delivery to be made within a period of not less than fourweeks. If delivery is still not made then (not withstanding clause 9hereof) you may cancel the contract without any charge, but this is your only remedy for delay in delivery.
5. PLACE OF DELIVERY
We will deliver the goods to the location set out in your order (“Location”).
Risk of loss or damage to the goods shall pass to you when the goods are delivered to the Location.
7.1. We retain ownership of the goods and shall be entitled to disposeof them until:
7.1.1. We have received unconditional payment in full for all goodssupplied by us, or
7.1.2. Property in the goods passes to a purchaser from you by wayof a bona fide sale at full market value whichever occurs first.
7.2. If payment is overdue in whole or in part (in addition to our otherrights) recover or resell the goods and for that purpose we may enteryour premises or any other premises we believe the goods to be.
7.3. Payment hereunder shall become due immediately upon serviceof notice by us requiring payment served at any time after sumsbecome due under any act or proceeding in which (in our opinion)your solvency is involved or the occurrence of any event which (inour opinion) places in jeopardy our title to the goods sold.
7.4. We authorise you to sell the goods and you will hold theproceeds of sale as a trustee for us.
7.5. For the purpose of this clause goods still in your possession shallbe deemed to be those we delivered most recently unless thecontrary is proved.
7.6. We may by notice to you cause ownership in all or any part of thegoods specified in the notice to pass to you.
8.1. The customer shall be solely responsible for determining the suitability/ compliance of the goodsin connection with the customer’s required application/use of the goods.
8.2. You should note on the carriers advice note any shortages or defectsapparent on delivery.
8.3. The quantity invoiced and the quantity delivered by us may varyfrom the amount ordered by an amount not exceeding 5%. Youmust in any event inspect the goods following delivery and notify usin writing within seven (7) days of delivery of any shortfall in quantityof the number invoiced and within three (3) days if the goods do notcomply (subject to clause 8.5below) with any specially agreeddimensions or specifications or contain any defect which is or mightreasonably be expected to be apparent on inspection.
8.4. If your claim is substantiated,we will at our sole discretion deliver thebalance of the goods or replace the defective goods or take backthe goods at our expense and refund you in full any, purchase pricealready paid.
8.5. Subject to clause 8.2above if you demonstrate to us that any ofthe goods sold are (within twelve months after delivery) defectivebecause of bad materials or workmanship in manufacture we will atour option replace them or take back the goods at our expense andrefund you in full any purchase price already paid.
8.6. Our dimensions and specifications may vary slightly, and unlesswe have specifically accepted responsibility no dimensions orspecifications form part of the contract.
8.7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
8.8. We shall not be liable for any goods' failure to comply with clause 8.5if: (i) the defect arises because you have failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same; (ii) you alter or repair such goods without our written consent; (iii) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (iv) the goodsdiffer from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.9. Our only liability to you if the goods fail to comply with clause 8.5is as set out in this clause 8.
9. LIMITATION OF LIABILITY
9.1. Except for liability for death or personal injury arising out of anynegligenceand subject to clause 9.2our liability to you for all other losses arising under or in connection with the supply of goods to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited tothe invoice valueof the goods.
9.2. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the supply of the goods to you.
You shall indemnify us and keep us indemnified against allactions, claim costs, damages or losses incurred by us which arisefrom our acting on your instructions or from your own actions.
11. INSOLVENCY& DEFAULT
In the event of you suffering (or appearing to us to be about tosuffer) the onset of insolvency or being in breech of any terms ofthe contract we shall be entitled without prejudice to our otherrights, to postpone delivery of manufacture (both in respect to thecontract in question and any other contract with you) until thebreech has been rectified and/or (at our opinion) to determine thecontract (and/or any other such contracts) and to recover paymentfor all deliveries already made and for the cost of materials andlabour already expended for the purpose of future deliveries (lessany allowance of the value thereof as utilised by us for otherpurposes) and also to recover from you a sum equivalent to ourloss or profit arising out or such determination.The exercise of ouroption to postpone delivery or manufacture shall not invalidate thesubsequent exercise of our option to determine the contract and/orany other such contracts,
You may cancel the contract but in the case of standard goodswe shall make a cancellation charge of 10 % of the invoice value ofthe goods (up to a maximum of £100 ) if cancelled before despatchand if after a standard cancellation charge of £205 to cover restockingthe product. In the case of non-standard goodsthecharge will be the full invoice value or the goods
13. FORCE MAJEURE
We shall not be in breach of the contract nor liable for delay in performing, or failure to perform, any of our obligations under the contract if such delay or failure results from anyevent, circumstance or cause beyond our reasonable control. If the period of delay or non-performance continues for 4 weeks we may terminate this contract by giving 30 days' written notice to you.
14. LAW & JURISDICTION
The proper law of the contract shall be English law and anydifference or dispute hereunder shall except where otherwise hereinprovided be dealt with by the courts of England, save that we shall beentitled to bring proceedings against you in the Courts of jurisdictionwhere you reside or carryon business. You hereby submit to thejurisdiction of the English Courts accordingly.
15.1. The contract may be varied only in writing, and any notice inconsent must also be in writing.
15.2. The address for service of any notice on you shall be youraddressreferred to in our sale documentation.