TERMS AND CONDITIONS OF SALE
All business accepted by us, the Seller, is subject to the following terms, which shall be incorporated in, and shall constitute the whole of the agreement between the Seller and you, the Buyer, as at the date of dispatch of the contract goods from our premises, to the exclusion of all other agreements (whether oral or written) or documents passing between the parties prior to such date. Any execution by us of any order shall be deemed to be done only on such terms, and no variation to these terms shall be valid unless in writing and duly signed by us.
2 Credit Accounts
(a),Ledger accounts will only be opened on receipt of a satisfactory Bank reference and two trade references. All accounts are due for payment by the 28th day of the month following delivery (the due date). Accounts are strictly nett save where clause 4 of the Terms and Conditions applies.
(b),The Seller reserves the right to withdraw or vary credit facilities at any time without either giving any reason for so doing, or thereby incurring any liability to the Buyer.
(c) If the Buyer takes goods from the Seller in excess of the Buyers credit limit, the Seller may require payment on demand for such excess goods.
3 Prices and Quotations
(a) All prices quoted are estimates only and are subject to adjustment upwards to the prices ruling on the date of dispatch. All prices quoted are exclusive of V.A.T. unless otherwise stated. Clerical and typing errors are subject to correction. A quotation shall remain valid for thirty days only. Once an order has been accepted any quotation given shall lapse.
(b) Only written quotations or estimates for the supply of goods and/or services at special prices differing from normal prices ruling at the date of dispatch shall be valid.
(c) Prices quoted are those current at the date of quotation and shall be subject to variation without notice to allow for any increase in costs coming into effect between the date of the quotation, estimate or tender and the date of delivery or completion of the Contract unless specifically stated otherwise in the quotation.
(d) The Seller may withdraw or amend any quotation at any time prior to the Seller’s acceptance of the Buyer’s order.
(e) Orders for goods which are to be specially made or obtained may not be cancelled once such orders have been accepted by the Seller nor will any allowance be made in respect of such goods where they are subsequently returned.
4 Overdue Accounts
The seller shall have the absolute right to refuse further deliveries where the Buyer is in breach of any obligation imposed upon it under these conditions, including (but not exclusively), failure to pay its account by the due date. Further the Seller shall have the right to charge interest at the rate of 2% per month on overdue accounts. Where any account is overdue or if the seller would be entitled to suspend further performance of the Contract by virtue of Clause 5 of these Terms and Conditions then all sums invoiced by the Seller to the Buyer shall become immediately due for payment.
5 Suspension and Termination
Without prejudice to the Seller’s right to accept the Buyer’s repudiation of this Contract the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further performance of any contract to which these Terms and Conditions shall apply if the Buyer is overdue with any payment or has a Receiver, Administrative Receiver, Administrator or Liquidator appointed or if the Buyer wrongfully fails to take delivery of any goods ordered by it or if the Buyer exceeds its credit limit or if the Buyer is in breach of any of its obligations under these Terms and Conditions, or if the Buyer ceases to trade or threatens to do so.
(a) Any delivery date quoted by the Seller shall be an estimate only unless otherwise agreed in writing and duly signed on behalf of the Seller time shall not be of the essence in delivery and the Buyer shall not be entitled to damages for loss howsoever arising as a result of the Seller’s failure to deliver by any specified date or to any specified location.
(b) The Seller reserves the right to make delivery by installments and to tender separate invoice in respect of each installment.
(c) When delivery is agreed to be by installments, or the Seller exercises its right to deliver by installments or if there be a delay in the delivery of one or more installments for whatever reason this will not entitle the Buyer to treat the Contract as Repudiated or to damages.
(d) Where delivery to site is undertaken by the Seller it is on the understanding that there is a suitable road to the point or the site that the delivery is requested. If no such road exists delivery will be made to the nearest point to which in the opinion of the Seller’s driver, motor lorries can safely proceed.
7 Breakage and Shortages
The Buyer is required to inspect goods for shortage or apparent defect at the time of delivery. Claims in respect thereof will not be accepted where the Buyer (or anyone apparently having its authority to do so) has signed a delivery note accepting the quantity and condition of the goods. Claims for non-delivery, shortage, defects, or damage in other respects must be made in writing to the Seller within seven days of receipt or when receipt was due by the Buyer (in which respect time shall be of the essence). Goods which have been delivered will not be accepted for return without the Seller’s prior written consent.
8 Defective Goods
8.1 The seller is not a manufacturer. Where goods sold by the Seller are the subject of a manufacturer’s warranty the Seller shall extend such warranty to the Buyer for the duration thereof provided that the Buyer does not in any way invalidate such warranty and any complaint relating to the goods is notified to the Seller in accordance with these Terms and Conditions. The Buyer shall indemnify the Seller against all costs incurred by the Seller in connection with warranty claims rejected by the manufacturers.
8.2 The Seller shall on request endeavour to give the Buyer the best assistance and guidance, but in view of the range of the Seller’s products and the uses to which they may be put, it is the Buyers responsibility to ascertain quality, fitness, suitability and durability.
8.3 The Seller shall not be liable under this agreement or in any other for any loss of profit, consequential loss or damage whatsoever arising by act of omission of the Seller or defects in goods sold by the Seller.
8.4 The Seller shall not in any event be liable to the Buyer or any Third Party for any damages arising from any breech of this agreement in excess of the price charged by the Seller to the Buyer for the goods or services complained of.
8.5 Where despite the terms of 8.4 of these Terms and Conditions the Seller is liable to the Buyer or any Third Party in damages in excess of the price of the goods or services complained of the Buyer shall indemnify the Seller against its liability to pay any such excess.
9 Return of Materials
The Seller may in its absolute discretion refuse to accept the return of any goods which have been sold to the Buyer. Where the Seller shall accept such returned goods, which shall normally only be the case of standard stock lines, the Seller shall be entitled to make a restocking charge of a minimum of 25% of the sale price of such goods. Proof of purchase will be required.
The risk in any goods sold by the Seller to the Buyer shall pass on delivery, but the title to any such goods shall not pass until the purchase price thereof has been received by the Seller. The Seller may recover or resell such goods or any part thereof in any of the following events.
(a) If the Seller has not received payment for the goods by the due date, or
(b) If before the due date the Buyer commits an act of bankruptcy or has a Receiver, an Administrative Receiver or Administrator appointed over all or any part of its business or a petition is issued, or a resolution passed, for the winding up of the Buyer or upon the commencement of any other act or proceeding in which the Buyer’s solvency is involved, or
(c) If before the due date the Buyer ceases or threatens to cease carrying on its business.
And in any exercise of his right to recover the Seller shall have the right to go upon any premises occupied or used by the Buyer or where the goods (or any of them) are situated and even if the goods have been attached or connected to any other goods, products, plant or machinery but are readily removable, the Seller may remove the same.
Until the Seller has been paid in full the relationship of the Buyer to the Seller shall be fiduciary and the Seller shall have the right to trace the proceeds of any disposition of the goods by the Buyer or of any insurance covering the same which shall be paid into a separate new account and not into any overdrawn account.
11 Sales Promotion Documentation
Whilst the Seller takes every precaution in the preparation of its cataloguers, technical circular, price lists and its other literature, these documents are for the Buyer’s general guidance only and the particulars contained therein shall not constitute representations by the Seller and the Seller shall not be bound thereby.
The Buyer and the Seller agree that the limitations and exclusions incorporated herein are reasonable in all the circumstances but it is agreed that if any such limitation or exclusion would by operation of law be adjudged to be void as going beyond what is reasonable for the protection of the Seller’s interests, but would be valid if part of the wording was deleted or the extent and scope thereof reduced, the said limitations and exclusions shall apply with such modifications as may be necessary to make them valid and effective.
This agreement shall be governed by and adjudicated under English law. All contracts to which these Terms and Conditions apply shall be deemed to have been made at the Seller’s head office at Hardley Industrial Estate SO45 3NQ.