For Sale of Goods and Supply of Goods and Services
1. Basis of Sale and Supply of Services
1.1 These terms and conditions shall apply to all trading between us and the customer and override all other terms or conditions inconsistent therewith, express, implied or otherwise.
No variation to these conditions shall be binding unless agreed in writing between our authorised representatives and the customer.
2.1 Quotations may be withdrawn at any time before receipt of the customer’s acceptance and shall be deemed to be withdrawn if acceptance is not received within thirty days from the date of quotation.
3. Terms of Payment
3.1 Sale of goods:
3.1.1 Payment is due on collection/delivery unless customer has opened a monthly account when payment will be due within 30 days of the date of invoice via a direct debit.
3.2 If the customer fails to make any payment on the due date or a direct debit is returned by the bank, without prejudice to any other right or remedy available we shall be entitled to:
3.2.1 Cancel the contract to suspend any further deliveries or supplies to the customer.
3.2.2 Appropriate any payment made by the customer to such of the goods (or the goods supplied under any other contract between the customer and ourselves) as we may think fit (notwithstanding any purported appropriation by the customer): and
3.2.3 Charge the customer interest (from the date the payment is overdue) on the amount unpaid, at the rate of 8% per annum above bank of england base, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). Under the late payments of commercial debts regulations 2013 if the debt is still outstanding after 60 days then a fixed penalty will be applied of £40 for debts up to £999.99, £70 for debts from £1,000 to £9999.99 and £100 for debts above £ 10,000
4.1 Any dates quoted for delivery of the goods or supply of services are approximate only and we shall not be liable for any delay in delivery of the goods or supply or services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by us in writing. The goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to the customer.
4.2 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.
4.3 If we fail to deliver the goods for any reason other than any cause beyond our reasonable control, or the customer’s fault, and we are accordingly liable to the customer, our liability shall be limited to the excess (if any) of the cost to the customer (in the cheapest available market) or obtaining similar goods to replace those not delivered over the price of the goods.
4.4 If we fail to supply the services for any reason other than any cause beyond our reasonable control or the customer’s fault, and we are accordingly liable to the customer, our liability shall be limited to the excess (if any) of the cost to the customer (in the cheapest available market) of obtaining a similar supply of services over the cost of our supply of services.
4.5 If the customer fails to take delivery of the goods or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason for any cause beyond the customer’s reasonable control or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may:
4.5.1 store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage; or
4.5.2 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract.
5.1 Samples submitted and illustrations in catalogues and trade literature must be accepted as showing type, class and general character only without warranty or guarantee as to substance, performance, colour, size, thickness or shape.
6. Warranties and Liability
6.1 Subject to the conditions set out below we warrant that: –
6.1.1 the goods will correspond with their specification and will be free from defects in material and workmanship at the time of delivery.
6.1.2 the services will be provided with reasonable care and skill.
6.2 The above warranties are given subject to the following conditions:
6.2.1 l we shall be under no liability in respect of any defect in the goods arising from any drawing, design or specifications supplied by the customer;
6.2.2 we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the goods without our approval;
6.2.3 we shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment;
6.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by ourselves, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.
6.3 Subject as expressly provided in these conditions, and except where the goods are sold, or services supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.4 Where the goods are sold, or services supplied under a consumer transaction as defined by the Consumer transactions (Restrictions on Statements) Order 1976 the statutory rights of the customer are not affected by these conditions.
6.5 Any claim by the customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified to us within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure . If delivery is not refused, and the customer does not notify us accordingly, the customer shall not be entitled to reject the goods and we shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
6.6 Any claim by the customer which is based on a breach of our obligation to provide services with reasonable care or skill shall be notified to us within 7 days from the date of such purported breach or (where the breach was not apparent on reasonable inspection) within a reasonable time after discovery of the breach. If the customer does not notify us accordingly, we shall have no liability for such breach.
6.7 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to us in accordance with these conditions, we shall be entitled to replace the goods (or the part in question) free of charge or, at our sole discretion, refund to the customer the price of the goods (or a proportionate part of the price), but we shall have no further liability to the customer.
6.8 Where any valid claim in respect of the supply of services which is based upon a breach of obligation to carry out the services with reasonable care and skill is notified to us in accordance with these conditions we shall be entitled to remedy the breach whereupon we shall have no further liability to the customer.
6.9 Except in respect of death or personal injury caused by our negligence, we shall not be liable to the customer by reason of any representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of ourselves, our employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the customer or the supply of services, except as expressly provided in these conditions.
6.10 We shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the obligations in relation to the goods or supply of services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarded as causes beyond our reasonable control:
6.10.1 Act of God, explosion, flood, tempest, fire or accident;
6.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.10.3 acts, restrictions, bye-laws, prohibitions or measures of any kind on part of any governmental, parliamentary or local authority;
6.10.4 import or export regulations or embargoes;
6.10.5 strikes, lockouts or other industrial actions or trade disputes (whether involving our employees or those of a third party);
6.10.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.10.7 power failure or breakdown in machinery.
7. Risk and Property
7.1 Risk of damage to or loss of the goods shall pass to the customer;
7.1.1 In the case of goods to be delivered at our premises, at the time when we notify the customer that the goods are available for collection; or
7.1.2 In the case of goods to be delivered otherwise than at our premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when we have tendered delivery of the goods.
7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property of the goods shall not pass to the customer until we have received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by us to the customer for which payment is then due.
7.3 Until such time as the property in the goods passes to the customer, the customer shall hold the goods as our fiduciary agent and bailee and shall keep the goods separate from those of the customer and third parties and properly stored, protected and insured and identified as our property. Until that time the customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to us for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the customer and third parties and, in the case of tangible proceeds properly stored, protected and insured.
7.4 Until such time as the property in the goods passes to the customer (and provided the goods are still in existence and have not been resold), we shall be entitled at any time to require the customer to deliver up the goods to us and, if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the goods are stored and repossess the goods.
7.5 The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain our property, but if the customer does so all monies owing by the customer to us shall (without prejudice to any other right of remedy) forthwith become due and payable.
8.Value Added Tax
8.1 All quotations and offer prices are exclusive of Value Added Tax.
9. Insolvency of Customer
9.1 This clause applies if:
9.1.1 The customer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer, or
9.1.3 the customer ceases, or threatens to cease, to carry on business; or
9.1.4 we reasonably apprehend that any of the events mentioned above is about to occur in relation to the customer and notify the customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the contract or suspend any further deliveries or supply of services under the contract without liability to the customer, and if the goods have been delivered or services supplied but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. English Law
10.1 This contract shall be governed by the Laws of England.