1. PRICE
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged
at the rate applying at the time of delivery.
1.2 Our quotations lapse after 7 days (unless otherwise stated).
1.3 The price quoted excludes delivery (unless otherwise stated).
1.4 Rates of tax and duties on the goods will be those applying at the time of
delivery.
1.5 At any time before delivery we may adjust the price to reflect any increase
in our costs of supplying the goods.
2. DELIVERY
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time after the quoted delivery
time, you may (by informing us in writing) cancel the contract, however:
2.2.1 You may not cancel if we receive your notice after the goods have been
dispatched; and
2.2.2 If you cancel the contract, you can have no further claim against us under
that contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it
will be on the basis that you have no claim against us for delay (including
indirect or consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in installments. Each installment is treated as a
separate contract.
2.5 We may decline to deliver if:
2.5.1 We believe that it would be unsafe, unlawful or unreasonably difficult to
do so; or
2.5.2 The premises (or the access to them) are unsuitable for our vehicle.
2.6 If for any reason you fail to accept delivery of any goods when they are
ready for delivery, or we are unable to deliver the goods because you have not
provided adequate instructions, or if you do not collect the goods by the date
we give for collection, we may
2.6.1 Treat the goods as having been delivered on that day (for the purposes of
risk, inspection and payment); and
2.6.2 Charge you for the storage or redelivery of those goods, including any
costs for insuring the goods.
3. RISK
3.1 The goods are at your risk from the time of delivery.
3.2 Delivery takes place either:
3.2.1 At our premises (if you are collecting them or arranging carriage); or
3.2.2 At your premises or address specified by you (if we are arranging
carriage).
3.3 You must inspect the goods on delivery. If any goods are damaged or not
delivered, you must write to tell us within three days of delivery or the
expected delivery time. You must give us (and any carrier) a fair chance to
inspect the damaged goods.
4. PAYMENT TERMS
4.1 You are to pay us in cash or in cleared funds on delivery, unless you have
an approved credit account.
4.2 If you have an approved credit account, payment is due no later than the
last day of the month following the month of dispatch unless otherwise agreed in
writing.
4.3 If you fail to pay us in full on the due date we may:
4.3.1 Suspend or cancel future deliveries;
4.3.2 Cancel any discount offered to you;
Charge you interest at the rate set under s.6 of the Late Payment of Commercial
Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. before and after any judgment (unless a court orders otherwise);
4.3.3 claim fixed sum compensation from you under s.5A of that Act to cover our
credit control overhead costs; and
4.3.4 Recover (under clause 4.7) the cost of taking legal action to make you
pay.
4.4 If you have an approved credit account, we may withdraw it or reduce your
credit limit or bring forward your due date for payment. We may do any of those
at any time without notice.
4.5 You do not have the right to set off any money you may claim from us against
anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your property in our
possession.
4.7 You are to indemnify us in full and hold us harmless from all expenses and
liabilities we may incur (directly or indirectly including financing costs,
including legal costs on a full indemnity basis and the cost of instructing a
debt recovery agency to recover a debt due to us if any) following any breach by
you of any of your obligations under these terms.
4.8 Where it is agreed that payment is to be made by letter of credit, the
letter must be irrevocable and be drawn on or confirmed by a reputable UK bank
and to be paid over a UK counter. All associated documentation shall be
presented to us on request.
5. TITLE
5.1 Until you pay all debts you may owe us:
5.1 1 all goods supplied by us remain our property;
5.1.2 You must store them so that they are clearly identifiable as our property;
5.1.3 You must insure them (against the risks for which a prudent owner would
insure them) and hold the policy on trust for us;
5.1.4 You may use those goods and sell them in the ordinary course of your
business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow us to remove the
goods.
5.4 We have your permission to enter any premises where the goods may be stored:
5.4.1 At any time, to inspect them; and
5.4.2 After your right to use and sell them has ended, to remove them, using
reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right to take legal
proceedings to recover the price of goods supplied should you not pay us by the
due date. 5.6 You are not our agent. You have no authority to make any contract
on our behalf or in our name.
6. WARRANTIES
6.1 We warrant that the goods:
6.1.1 Comply with their description on our order confirmation form; and
6.1.2 is free from material defect at the time of delivery (as long as you
comply with clause 6.3).
6.2 We give no other warranty (and exclude any warranty, term or condition that
would otherwise be implied) as to the quality of the goods or their fitness for
any purpose.
6.3 If you believe that we have delivered goods that are defective
in materials or workmanship, you must:
6.3.1 Inform us (in writing), with full details, as soon as possible; and
6.3.2 Allow us to investigate (we may need access to your premises and product
samples).
6.4 If the goods are found to be defective in material or workmanship (following
our investigations), and you have complied with those conditions (in clause 6.3)
in full, we will (at our option) replace the goods or refund the price.
6.5 We are not liable for any other loss or damage arising from the contract or
the supply of goods or their use, even if we are negligent, including (as
examples only);
6.5.1 direct financial loss, loss of profits or loss of use; and
6.5.2 indirect or consequential loss
6.6 Our total liability to you (from one single cause) for damage to property
caused by our negligence is limited to £1,000,000.
6.7 For all other liabilities not referred to elsewhere in these terms our
liability is limited in damages to the price of the goods.
6.8 Nothing in these terms restricts or limits our liability for death or
personal injury resulting from negligence.
6.9 Nothing in these terms affects or limits our liability for fraudulent
misrepresentation
7. SPECIFICATION
7.1 If we prepare the goods in accordance with your specifications or
instructions you must ensure that:
7.1.1 all specifications, instructions or materials are supplied to us within a
reasonable time;
7.1.2 the specifications or instructions are accurate;
7.1.3 goods prepared in accordance with those specifications or instructions
will be fit for the purpose for which you intend to use them; and
7.1.4 Your specifications or instructions will not result in the infringement of
any intellectual property rights of a third party, or in the breach of any
applicable law or regulation.
7.2 We reserve the right;
7.2.1 To make any changes in the specifications of our goods that are necessary
to ensure they conform to any applicable safety or statutory requirements; and
7.2.2 To make without notice any minor modifications in our specifications we
think necessary or desirable.
8. RETURN OF GOODS
8.1 We will accept the return of goods from you only:
8.1.1 By our prior agreement (confirmed in writing);
8.1.2 on payment of an agreed handling charge (unless the goods were defective
when delivered); and
8.1.3 Where the goods are as fit for sale on their return as they were on
delivery.
9. EXPORT TERMS
9.1 Clause 9 of these terms applies (except to the extent that it is
inconsistent with any written agreement between us) where we supply the goods
over an international border or overseas.
9.2 The ‘Inco terms’ of the International Chamber of Commerce which are in force
at the time when the contract is made apply to exports, but these terms prevail
to the extent that there is any inconsistency.
9.3 Unless otherwise agreed, the goods are supplied ex works our place of
manufacture for a maximum period of fourteen days from the date of notification.
9.4 Where the goods are to be sent by us to you by a route including sea
transport we are under no obligation to give a notice under section 32(3) of the
Sale of Goods Act 1979.
9.5 You are responsible for arranging testing and inspection of the goods at our
premises before shipment (unless otherwise agreed). We are not liable for any
defect in the goods which would be apparent on inspection unless a claim is made
before shipment. We are not liable for any damage during transit.
9.6 We are not liable for death or personal injury arising from the use of the
goods delivered in the territory of another State (within the meaning of s.26
(3) (b) Unfair Contract Terms Act 1977).
10. CANCELLATION
10.1 You may not cancel the order unless we agree in writing (and clauses 2.2.2
and 10.2 then apply
10.2 If the order is cancelled (for any reason) you are then to pay us for all
stock (finished or unfinished) that we may then hold (or to which we are
committed) for the order.
10.3 We may suspend or cancel the order, by written notice if:
10.3.1 You fail to pay us any money when due (under the order or otherwise);
10.3.2 You become insolvent;
10.3.3 You fail to honour your obligations under these terms.
11. WAIVER AND VARIATIONS
11.1 Any waiver or variation of these terms is binding in honour only unless:
11.1.1 Made (or recorded) in writing;
11.1.2 Signed on behalf of each party; and
11.1.3 Expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be on these terms (or any that we
may issue to replace them). By placing an order with us, you are expressly
waiving any printed terms you may have to the extent that they are inconsistent
with our terms.
11.3 In the event that you wish to vary the terms of your order, and subject to
our written approval to such variation, we shall reserve the right to charge
such additional fees as may be required to implement the adjusted order.
12. FORCE MAJEURE
12.1 If we are unable to perform our obligations to you (or able to perform them
only at unreasonable cost) because of circumstances beyond our control, we may
cancel or suspend any of our obligations to you, without liability.
12.2 Examples of those circumstances include act of God, accident, explosion,
war, terrorism, fire, flood, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
13. GENERAL
13.1 English law is applicable to any contract made under these terms. The
English and Welsh courts have non-exclusive jurisdiction.
13.2 If you are more than one person, each of you has joint and several
obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 It will not affect the enforceability of any other of these terms; and
13.3.2 If it would be enforceable if amended, it will be treated as so amended.
13.4 We may treat you as insolvent if:
13.4.1 You are unable to pay your debts as they fall due; or
13.4.2 You (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership,
liquidation, administration, voluntary arrangements (including a moratorium) or
bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or
purpose.
13.5 All brochures, catalogues and other promotional materials are to be treated
as illustrative only. Their contents form no part of any contract between us and
you should not rely on them in entering into any contract with us.
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 delivering it to (by first class post or by fax)
the other’s registered office or principal place of business. All such notices
must be signed.
13.7 No contract will create any right enforceable (by virtue of the Contracts
(Rights of Third Parties) Act 1999) by any person not identified as the buyer or
seller.
13.8 The only statements upon which you may rely in making the contract with us,
are those made in writing by someone who is our authorised representative and
either:
13.8.1 Contained in our estimate (or any covering letter) and not withdrawn
before the contract is made; or
13.8.2 Which expressly state that you may rely on them when entering into the
contract.
13.9 Please note that we may transfer personal information about you to those we
may appoint to administer your account or recover amounts owing. That may
include, for example, passing information about you to our insurers, debt
recovery agents and solicitors, if you fail to pay us.