Terms & Conditions
These conditions apply to all goods sold by the seller and in the case of conflict between these conditions and the buyer’s conditions the seller’s conditions shall prevail. No variation of these conditions shall be effective unless made in writing and signed on behalf of the seller. All other terms, conditions, warranties or representations express or implied whether made before or at the time of or after the buyers order or instructions and even if contained therein are so far as permitted under the Sale of Goods Act 1979 and the Unfair Contract Terms Act 1977 hereby excluded.
Prices are subject to change without notice and goods will be invoiced at the seller’s price ruling on the date of despatch. Prices stated do not include Value Added Tax.
All goods are offered subject to remaining unsold.
The goods are supplied in accordance with the specification (ifAny) submitted to the buyer and any additions and alterations shall be the subject of an extra charge. If the seller adopts any changes in construction or design of the goods or the specification thereof the buyer shall accept the goods so changed in fulfilment of the order. Where the buyer supplies any drawings or specifications the buyer warrants that they are accurate.
Orders accepted by the seller may not be cancelled under any circumstances unless agreed in writing by the seller. Cancellation of goods ordered to the buyer’s own specification will not be accepted.
(a) The place and date of delivery are as agreed between the seller and the buyer. Dates given for the delivery of goods are given and intended as an estimate only and the seller shall not be liable for any loss or damage arising directly or indirectly from any delay.
(b) Goods once dispatched may not be returned by the buyer without the seller’s consent in writing. In any event where such consent is given, a charge of 15% of the price of the goods is made to cover administration expenses. Goods returned must be in new condition and suitable for resale.
(c) Difficulties of delivery on the part of the seller or its suppliers either unforeseen or through no fault on the part of the seller shall entitle the seller to withdraw from the contract without liability.
- Notice of Claims etc.
(a) The goods shall be examined by the buyer on receipt and no claim in respect of the goods will be entertained unless notice in writing is sent to the seller within fourteen days of delivery.
(b) In the case of damage in transit notice of damage or breakage shall be sent in writing by the buyer both to the seller and to the carrier if any within three days of receipt.
(c) In the case of loss in transit or delay in delivery notice in writing shall be sent by the buyer to the seller and to the carrier if any within fourteen days of the date of the invoice.
(d) “Unexamined” signatures for the receipt of goods do not relieve the buyer of its responsibility to check them on arrival and the seller shall not be liable in respect of any claim or claims if the buyer fails to comply with the provisions of this clause.
- Storage Charges
If for any reason the buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the seller shall be entitled to arrange storage at its own premises or elsewhere at the buyers risk and cost.
- Force Majeure
The seller shall not be under any liability whatsoever to the buyer for non-delivery or delay in delivery directly or indirectly caused by or resulting from an Act of God, outbreak of hostilities (whether or not war is declared), insurrection not civil disturbance, Government Act or Regulation, fire, flood, explosion, accident, theft, climatic conditions, shortage of material, strike, lock-out of trade dispute (whether of the seller’s employees or of other parties) or caused by or resulting from any other event or circumstances whatsoever (whether or not of the same or similar kind of those mentioned) beyond the seller’s control or caused or resulting from the default or negligence of the seller or any of its employees sub-contractors or suppliers.
- Terms of Payment
(a) Payment for all goods delivered shall be made in full without any deduction within 30 days net.
(b) Time for payment is of the essence of the contract. If the buyer fails to pay on the due date the seller shall be entitled
(i) to charge interest on any amounts overdue at the rate of 5% per annum over bank base rate from the date of issue of the invoice until payment and/or
(ii) to suspend further deliveries until the payment has been made
(iii) to cancel the contract.
Title in goods sold by the seller shall pass to the buyer upon receipt by the seller of the full price thereof. Until the date of actual payment the buyer shall hold the goods as bailee only for the seller and shall keep the goods clearly identified as the property of the seller and unmixed with other goods. Notwithstanding the foregoing and pending actual payment for the goods the buyer shall be entitled to sell the goods to a third party on the basis of the seller’s conditions of sale as agent for the seller and the buyer shall hold the proceeds of sale on trust for the seller.
This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.
- Insurance and Risk
The risk in goods sold by the seller shall pass to the buyer on notification by the seller that the goods are ready for delivery. The seller accepts no responsibility for any loss of or damage to the goods howsoever caused after the risk has passed to the buyer and the buyer should in its own interests insure the same.
The buyer will indemnify the seller against all claims against the seller by a third party arising directly or indirectly out of the contract including where goods are made to the buyer’s specification any claim for the infringement of patent registered design trade mark or other rights affecting the goods.
- Patents, etc.
The seller gives no indemnity in respect of any actual or alleged infringement of any patent registered design trade mark or rights affecting the goods.
- Warranties and Exclusions of Liability
(a) In the case of goods manufactured by the seller the seller warrants that if any defect is discovered therein within twelve months from the date of delivery to the buyer and is shown to be due solely to defective materials or workmanship then the seller will at its option either repair or replace the defective goods free of charge.
(b) In the case of all other goods sold by the seller the seller will give a warranty or guarantee equivalent to the warranty or guarantee (if any) which the seller may have received from the supplier of such goods in respect thereof.
(c) All goods in respect of which any claim is made must be returned to and collected from the seller’s premises at the buyers expense.
(d) Save as provided herein and subject to the Sale of Goods Act 1979 and the Unfair Contract Terms Act 1977 the seller shall be under no liability howsoever arising and whether in contract or tort or otherwise in respect of any defects in goods sold or defective work or for any loss damage or injury resulting therefrom including consequential loss.
The seller shall have a general lien on all goods for all sums due at any time from the buyer and the seller shall be entitled to sell the goods at the expense of the buyer and to use the net proceeds thereof in or towards payment of such sums subject to fourteen days prior notice in writing to the buyer.
- Proper Law and Jurisdiction
The proper law of all contracts is English Law and the buyer submits to the jurisdiction of the English Courts.
- Retention of Title
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of
(a) all goods and/or services the subject of the contract and
(b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and buyer.
- Right of Retention
The buyer is not entitled to exercise any right of retention.