1. Conditions Applicable
(1) Unless otherwise expressly agreed by the Company in writing such agreement to be signed by a Director of the Company, these conditions shall apply to all contracts for sale of goods and/or the provision of services entered into by the Company with any Customer. No servant or agent of the Company acting on his own shall have power to alter or in any way vary these conditions.
Any attempt by any Customer to vary these conditions or to substitute alternative conditions whether in writing or otherwise shall be of no effect.
(2) These conditions shall apply to all contracts for sale of goods by the Company to the Customer, to the exclusion of all other terms and conditions, which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
(3) All orders for goods shall be deemed to be an offer by the Customer to purchase goods pursuant to these conditions.
(4) Acceptance of delivery of the goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these conditions.
(5) Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
All orders are taken subject to the availability of goods and materials in stock and the Company reserves the right to alter the specification of, or to withdraw any item without prior notice.
The purchase orders placed on the Company are divisible. Each delivery made thereunder:
(1) Shall be deemed to arise from a separate contract, and
(2) Shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any other contract.
(1) The price shall be the Company’s quoted price. The price is exclusive of VAT, which shall be due at the rate ruling on the day of the Company’s invoice.
(2) Payment of the price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.
(3) Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 15% per annum and shall accrue at such a rate after as well as before any Judgement.
(4) For all orders unless previously agreed otherwise, the customer will be liable for the value of the order plus up to 10% overs produced.
(1) Where the company is to deliver goods, delivery will be as near to the place where the customer requires delivery to be made as, in the absolute discretion of the company, a safe, hard road permits.
(2) Any dates and times quoted for delivery are an estimate only, and time shall not be of the essence in regard to delivery of the goods.
5. Title to Goods and risk
(1) The goods shall be at the Customers risk as from delivery.
(2) In spite of delivery having been made, property in the goods shall not pass until the Customer shall have paid the price plus VAT in full and no other sums whatever shall be due from the Customer to the Company.
(3) Until property in the goods passes in accordance with Clause (2) the Customer shall hold the goods and each of them as a fiduciary agent and bailee for the Company. The Customer shall store the goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
(4) Notwithstanding that the goods (or any of them) remain the property of the Company, the Customer may sell or use the goods in the ordinary course of the Customer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf, and the Customer shall deal as principal when making such sales or dealings. Until property in the goods pass to the Customer, the entire proceeds of sale or otherwise of the goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn Bank Account, and shall be at all material times identified as the Company’s money.
(5) The Company shall be entitled to recover the price (plus VAT) notwithstanding property in the goods does not pass from the Company.
(6) Until such time as property in the goods passes from the Company, the Customer shall upon request deliver up to the Company such of the goods as have not ceased to be in existence or resold. If the Customer fails to do so the Company may enter upon any premises, owned, occupied or controlled by the Customer where the goods are situated and repossess the goods. On the making of such requests, the rights of the Customer under Clause (4) shall cease.
(7) The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods, which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
(8) The Customer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of and for the Company until the date that property in the goods passes and shall whenever requested by the Company produce a copy of the Policy of Insurance. Without prejudice to the other rights of the Company if the buyer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
(9) The Customer shall promptly deliver the perscribed particulars of this contract to the Registrar in accordance with the Company’ s Act 1985. Part XII as amended .
Without prejudice to the other rights of the Company, if the Customer fails to do so, all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
6. Termination of Contract
The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part this contract or to suspend any further deliveries under this or any other contract between the Company and the Customer without any liability to the Customer on the occurrence of any of the following events:
(1) If any debt is due and payable by the Customer to the Company but remains unpaid:
(2) If the Customer has failed to take delivery of any goods under any contract between the Customer and the Company otherwise than in accordance with the Customer’s contractual rights:
(3) If the Customer has failed to provide a payment on account or other security of whatsoever kind required by any contract between the Company and the Customer:
(4) If the Customer becomes insolvent or being a body corporate enters into liquidation or has had a receiver appointed over its assets or has entered into any composition or arrangement with its creditors.
In such event if goods have been delivered and not paid for the price shall become immediately due and payable.
7. Alterations, Defects, Loss and Damage
(1) Slight deviations in the quality of the contract goods or their quality, shade, design, finish, size and packing shall not entitle the Customer to claim damages or compensation or to rescind the contract or refuse to accept delivery of the goods.
(2) The Company shall not entertain in any complaint that there are defects in the goods unless it is advised thereof in writing within 7 days of the actual date of delivery, and if not so advised the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect and the Customer shall be bound to pay the price.
(3) 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 in accordance with 7(2) the Company shall be entitled to replace the goods or (at the Company’s discretion) refund to the Customer the price (or a proportionate part of the price) but the Company shall have no further liability to the Customer.
8. Warranties and Liability
(1) The Company warrants that the goods will at the time of delivery correspond to the description given by the company. Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977, Section 12) all other warranties conditions or terms relating to fitness for purpose, merchantability or quality of the goods and whether implied by statute or common law or otherwise are excluded.
(2) Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent ) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), cost, expense or other claims for compensation whatsoever (whether caused by negligence of the Company, it’s 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, and the entire liability of the Company under or in connection with this contract shall not exceed the price of the goods, except as expressly provided in these conditions.
9. Return of Goods
The Company will not accept the return of any goods supplied in accordance with any contract except by written agreement and the Company accepts no liability whatsoever for goods returned in any other circumstances.
The Customer will indemnify the Company in respect of all costs, damages and other liabilities incurred by the Company or which the Company may reasonably pay to the Third Party for infringement: of copyright, patent, trade mark, industrial design or other intellectual property rights arising out of the performance of this contract by the Company.
11. Liability to Third Party
Nothing in this Contract shall require the Company to reproduce any matter which is or may be libellous or which may render the Company liable to any legal proceedings whether civil or criminal and if in it’s absolute discretion the Company declines to carry out or complete the Contract on these grounds, the Company shall not be liable to the Customer for any damage or consequential loss to the Customer and the Customer shall pay for any work done and expenses incurred by the Company and shall fully indemnify the Company against all liability including costs which may be incurred by the Company in respect of which the Company may reasonably pay to such Third Party arising out of the performance of this Contract for the reproduction of any materials ordered by the Customer hereunder.
12. Retained Means of Production
(1) All or any materials or equipment manufactured or created by the Company to facilitate production of the goods shall be the property of the Company.
(2) All patent, copyright and other intellectual property in the goods shall be the property of the Company and shall be retained by the Company on the sale of goods.
13. Force Majeure
The Company shall be under no liability if it is unable to carry out any order (including delays in delivery) for any reason beyond it’s control including, without prejudice to the generality of foregoing Act of God, Flood, Fire, inclement or exceptional weather conditions, official or unofficial industrial action, hostilities, terrorist action, shortage of labour, materials, power or other supplies, governmental order or intervention or any other cause whatsoever beyond the Company’s control or of an unexpected or exceptional nature.
14. Proper Law of the Contract
This Contract is subject to the law of England and Wales. All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.