GENERAL
1.1 All quotations are made and all orders are accepted subject to the following
conditions. All other terms, conditions or warranties whatsoever are excluded
from the contract or any variation thereof, unless expressly accepted by the
Company in writing.
1.2 Quotations shall be available for acceptance for a maximum period of 30 days
from the date thereof and may be withdrawn by the Company within such period at
any time by written or oral notice.
1.3 If any statement or representation has been made to the customer by the
Company, its servants or agents, upon which the customer relies other than in
the documents enclosed with the Company’s quotation or acknowledgement of order
then the customer must set out that statement or representation in a document to
be attached to or endorsed on the order and in any such case the Company may
confirm reject or clarify the point and submit a new quotation.
1.4 These terms and conditions can only be altered or qualified by a document
signed by a director of the Company setting out in full all the relevant
alterations and qualifications.
DELIVERY
2.1 Time for delivery is given as accurately as possible but is not guaranteed.
The Customer shall have no right to damages or to cancel the order for failure
for any cause to meet any delivery time stated.
2.2 The date of delivery shall in every case be dependent upon prompt receipt of
all necessary information, final instructions or approvals from the Customer.
Alterations by the Customer in design specifications or quantities required may
result in delay in delivery.
2.3 Failure by the customer to take delivery of or to make payment in respect of
any one or more instalments of Goods delivered hereunder shall entitle the
Company to treat the whole contract as repudiated by the Customer.
2.4 The Company will endeavour to comply with reasonable requests by the
Customer for postponement of delivery but shall be under no obligation to do so.
Where delivery is postponed otherwise than due to default by the Company the
Customer shall pay all costs and expenses including a reasonable charge for
storage and transportation occasioned thereby and payment for the goods shall be
made in accordance with these Conditions.
2.5 Any packaging supplied by the Company unless otherwise expressly agreed is
intended to provide adequate protection throughout normal conditions of transit
of usual duration.
RISK & TITLE
3.1 Risk shall pass to the Customer so that the Customer is responsible for all
loss, damage or deterioration to the Goods.
3.1.1 If the Company delivers the Goods by its own transport or in accordance
with a specific contractual obligation arranges transport for the Goods at the
time when the Goods or a relevant part thereof arrive at the place of delivery,
or
3.1.2 in all other circumstances at the time when the Goods or a consignment or
other part thereof leave the premises of the Company.
3.2 Title to the Goods or any relevant part thereof shall only pass to the
Customer upon the happening of any one of the following events:-
3.2.1 the Customer has paid to the Company all sums due and payable by it to the
Company under this Contract and all other prior contracts between the Company
and the Customer, or
3.2.2 when the Company serves on the customer notice in writing specifying that
title in the Goods or such part thereof has passed.
3.3 The Company may recover Goods in respect of which title has not passed to
the Customer at any time and the Customer hereby licences the Company its
officers, employees and agents to enter upon any premises of the Customer for
the purpose either of satisfying itself that condition
3.4 below is being complied with by the Customer or recovering any Goods in
respect of which property has not passed to the Customer. In the event of the
Goods being at the premises of a third party by the direction of the Customer
then the Customer shall if so required by the Company remove the Goods from such
premises and return them to the Company forthwith.
3.4 The Customer shall only be at liberty to sell the Goods purchased from the
Company prior to the passing of title on the understanding that the whole of the
proceeds of sale belong to the Company and shall be held by the Customer on
trust for the Company and be paid into a separate bank account designated as a
trust account for the Company who shall pay to the Customer by monthly payment
an amount equal to the Customer’s profit mark up in respect of such Goods sold
by the Customer during the preceding month.
3.5 Until title to the Goods has passed to the Customer pursuant to the terms
hereof it shall possess the Goods as a bailee of the Company on the terms of
this contract. If the Company so requires the Customer shall store the Goods
separately from other goods and shall ensure that they are clearly identifiable
as belonging to the Company.
CANCELLATION
4. Cancellation will only be agreed to by the Company on condition that all
costs and expenses incurred by the Company up to the time of cancellation and
all loss of profits and other loss or damage resulting to the Company by reason
of such cancellation will be paid forthwith by the Customer to the Company.
PRICES
5.1 All prices are unless otherwise quoted ex works exclusive of VAT and are
subject to fluctuation in the event of any increase in the cost of labour due to
local or national awards or increases in the cost of materials and overheads.
Any increase in such costs during the period of the contract will be added to
the quoted price.
5.2 In the event of any alteration being requested by the Customer and agreed by
the Company in design or specification the Company shall be entitled to make an
adjustment of the contract price corresponding to such alteration.
5.3 The cost of carriage and packaging if required by the Customer shall unless
otherwise stated be charged extra and is not refundable.
5.4 The price(s) quoted/charged do not include any allowance for the cost of
collection, treatment, recovery and disposal of the equipment.
TERMS OF PAYMENT
6.1 Unless otherwise agreed by the Company in writing the terms of payment shall
be cash with order.
6.2 Where goods are delivered by instalments the company may invoice each
instalment separately and the Customer shall pay such invoices in accordance
with these Conditions.
6.3 No disputes arising under the contract nor delays beyond the control of the
Company shall interfere with prompt payment in full by the Customer.
6.4 In the event of default in payment by the Customer the Company shall be
entitled without prejudice to any other right or remedy to suspend all further
deliveries on any contract or contracts between the Company and Customer without
notice and to charge interest on any amount outstanding at the rate of 4% per
annum above the Base Rate of Barclays Bank plc in force at the time when payment
was due.
DIMENSIONS
7. The Company reserves the right to alter or change dimensions of the Goods
supplied within reasonable limits having regard to the nature of the Goods.
Dimensions specified by the Company are to be treated as approximate only unless
the Customer specifically states in writing that exact measurements are
required.
SHORTAGES AND DEFECTS APPARENT ON INSPECTION
8.1 The Customer shall have no right or claim for shortages or defects in the
Goods apparent on visual inspection unless:-
8.1.1 the Customer inspects the Goods within three working days of arrival at
its premises or other agreed destination and
8.1.2 a written complaint is made to the Company within fourteen days of receipt
of the Goods or such shorter period as the carriers conditions (if applicable)
require specifying the shortage or defect and
8.1.3 the Company is given an opportunity to inspect the Goods and investigate
any complaint before any use of or alteration with the Goods.
8.2 If a complaint is not made to the Company as herein provided then the Goods
shall be deemed to be in all respects in accordance with the contract and the
Customer shall be bound to pay for the same accordingly.
DEFECTS NOT APPARENT ON INSPECTION
9.1 The Customer shall have no claim in respect of defects not apparent on the
visual inspection at the time of delivery envisaged by these Conditions unless:-
9.1.1 a written complaint is sent to the Company as soon as reasonably
practicable after the defect is discovered and no use is made of the Goods
thereafter and no alteration made thereto or interference made therewith before
the Company is given an opportunity in accordance with this Conditions to
inspect the Goods;
9.1.2 the complaint is sent within 12 months of the date of delivery by the
Company or in the case of items not manufactured by the Company within the
guarantee period specified by the manufacturer of such item.
9.2 The Customer shall not be entitled to any claim in respect of any repairs or
alterations undertaken by the Customer without the prior specific written
consent of the Company nor in respect of any defect arising by reason of fair
wear and tear or damage due to misuse.
9.3 The Company shall not be liable for loss or damage suffered by reason of
continued use of the Goods after the Customer becomes aware of a defect or after
circumstances which should reasonably have indicated to the Customer the
existence of a defect.
9.4 The Company may within 30 days of receiving such a written complaint inspect
the Goods and the Customer if so required by the Company shall take all steps
necessary to enable the Company to do so.
GUARANTEED CONDITION
10.1 Save as otherwise provided by the other conditions of these Conditions
Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this
contract.
10.2 In the event of the condition of the Goods being such as might or would
(subject to these Conditions) entitle the Customer to claim damages or to
repudiate the contract the Customer shall not then do so but shall first ask the
Company to repair or supply satisfactory substitute Goods and the Company shall
thereupon be entitled at its option to repair or take back the defective Goods
and to supply satisfactory substitute Goods free of cost and within a reasonable
time. If the Company does so repair the Goods or supply satisfactory substitute
Goods the Customer shall be bound to accept such repaired or substituted Goods
and the Company shall be under no liability in respect of any further loss or
damage whatsoever arising from the initial delivery of the defective Goods or
from the delay before the defective Goods are repaired or the substitute Goods
are delivered.
10.3 In the case of Goods not manufactured by the Company the Company gives no
assurance or guarantee whatsoever that the sale or use of the Goods will not
infringe patent copyright or other industrial property rights of any other
person firm or company.
LIABILITY
11. Save where the Company is shown to have failed to exercise reasonable care
in the manufacture and/or supply of the Goods and such failure results in death
or personal injury the Company shall not be liable in respect of claims arising
by reason of death or personal injury. Further under no circumstances whatsoever
shall the Company be liable for consequential loss (including removal or
rectification work required in connection with installation of repaired or
substitute goods) loss of profits or damage to property.
CONFIDENTIAL INFORMATION
12. All drawings documents confidential records, computer software and other
information supplied by the Company are supplied on the express understanding
that copyright is reserved to the Company and that the Customer will not without
the written consent of the Company either give away loan, exhibit or sell any
such drawings documents records software or other information or extracts
therefrom or copies thereof or use them in any way except in connection with the
Goods for which they are issued.
CUSTOMER’S DRAWINGS
13.1 The Customer shall be solely responsible for ensuring that all drawings
information advice and recommendations given to the Company either directly or
indirectly by the Customer or by the Customer’s agents servants consultants or
advisers are accurate correct and suitable. Examination or consideration by the
Company of such drawings information advice or recommendation shall in no way
limit the Customer’s responsibility hereunder unless the Company specifically
agrees in writing to accept responsibility.
13.2 The Customer shall indemnify the Company from and against all actions,
claims, costs and proceedings which arise due to the manufacture of Goods to the
drawings and specifications of the Customer where such drawings and
specifications shall be at fault or where it is alleged that they involve an
infringement of a Patent Copyright Registered Design or Design Copyright or
other exclusive right.
DATA & TECHNICAL INFORMATION
14. The information contained in the advertising sales and technical literature
issued by the Company may be relied upon to be accurate in the exact
circumstances in which it is expressed otherwise any illustrations, performance
details examples of installation and methods of assembly and all other technical
data in such literature are based on experience and upon trials under test
conditions and is provided for general guidance only. No such information shall
form part of the contract unless the Customer shall have complied with Condition
1.3 hereof relating to statements and representations.
INSOLVENCY
15. If the Customer shall become bankrupt or under the provision of Section 123
of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds
with creditors or in the event of a resolution being passed or proceedings
commenced for the administration or liquidation of the Customer (other than for
a voluntary winding up for the purpose of reconstruction or amalgamation) or if
a Receiver or Manager is appointed of all or any part of its assets or
undertaking the Company shall be entitled to cancel the contract in whole or in
part by notice in writing without prejudice to any right or remedy accrued or
accruing to the Company.
FORCE MAJEURE
16. Neither party shall not be under any liability for any delay, loss or damage
caused wholly or in part by act of God governmental restriction condition or
control or by reason of any act done or not done pursuant to a trade dispute
whether such disputes involves its employees or not or by reason of any other
act matter or thing beyond its reasonable control including failure by the other
party to carry out the provisions of these Conditions.
LEGAL
17. The contract shall be governed and interpreted exclusively according to the
Law of England and shall be subject to the jurisdiction of the English Courts
only.
