Definition In these Conditions the word “Company” shall mean the Seller of the Goods which are the subject of these Conditions or any person authorised to act on the Seller’s behalf, and the word “Customer” shall mean the Buyer of the Goods, or any person authorised to act on the Buyer’s behalf.
Avoidance of Prior Conditions and Acceptance No term or condition, forming part of any Purchase Order given by the Customer, which is in confliction with the terms and conditions hereinafter set out shall bind the company, unless expressly otherwise agreed at or before the time of the Company’s quotation to the Customer. The acceptance of any Order by the Company shall be subject to these Conditions, nor shall any Order constitute a binding contract until acceptance thereof has been notified to the Customer.
Variation of Price The price stipulated on acceptance of an order is based on the cost of materials, labour, transport and statutory obligations ruling at the date of acceptance and the completion of the work, variations, either by rise or fall, shall occur in these costs, then the price shall be amended to provide for these variations. Every endeavour will be made to execute the work at the price acknowledged. The Company reserves the right to alter any of its price lists at any time without notice.
Quotation Quotations submitted by the Company shall be valid for a period of 60 days from the date thereon, unless otherwise specified.
Packing and Carriage Packing and carriage will be charged at cost unless the subject of a prior separate quotation to the Customer.
Delivery of Goods While every effort will be made to avoid delays, despatch dates quoted are estimates only and cannot be guaranteed. Any shortages in the goods delivered must be notified to the Company within seven days of the receipt of the goods. In the absence of such notification, the Company shall not be liable for any such shortage. If the Customer does not receive the goods within 14 days of receipt of the Company’s advice note the Customer must notify the Company within 7 days thereafter. In the absence of such notification, the Company will not be responsible for the default in delivery, howsoever caused.
Cancellation by Buyer and Goods Returned Except by prior mutual agreement no Order for goods may be cancelled other than by payment by the Customer of the cost involved in the preparation and manufacture of the goods up to the date of cancellation, plus any cost in converting the item for return to standard stock. Goods may not be returned to the Company for credit without prior agreement in writing. Any credit will be assessed according to the circumstances, but must not be deemed to be 100% of original value. The Company further reserve the right to claim loss of profits on goods returned for reasons other than those covered by our Guarantee.
Defects Goods returned to the Company’s works carriage paid within one calendar month of delivery to the buyer and accepted by the Company as defective will be replaced or repaired and liability shall be limited at the Company’s option to replacement or repair or to a sum not exceeding the nett invoice value of the defective goods. Any defects in such goods, which are in the opinion of the Company due to misuse by the Customer, or any person having possession of the goods with his consent, will be rectified by the Company at cost. Unless otherwise expressly agreed, the Company will not in any circumstances be responsible for the cost of any repairs carried out by the Customer or any Third Party.
Requests for Specifications and Drawings Additional specifications, drawings, or special invoicing requested by the Customer can be supplied upon payment of an extra charge.
Test Procedure All goods are inspected and/or tested by the Company’s inspectors for both quality and performance. In the event of special requirements by the Customer, checks by visiting inspectors on behalf of the Customer may be made by prior arrangement with the Company’s Chief Inspector. The provision of Test Certificates and facilities for additional inspection will be subject to an extra charge.
Consequential Losses The Customer shall have the right to inspect purchased goods before delivery so as to be satisfied of their suitability for the Customer’s purpose both as to design, manufacture and materials used. Accordingly no term or condition, express or to be implied by law pursuant to the Sale of Goods Act 1893 or by any other enactment or otherwise, shall be applicable to the contract, nor shall the Company be responsible to the Customer for consequential loss of any kind howsoever caused whether by virtue of any breach of these conditions or any negligent act or omission on the part of any servant or agent of the Company.
Product Performance No specific guarantee of performance is given or implied but every effort is made by the Company to secure the highest possible standard of excellence of both material and workmanship. In the event however of any defects of materials or workmanship in the goods supplied appearing within the period of 6 months following the date of despatch and providing the goods have had normal and approved use the Company in assessing the value, if any, of any allowance or replacement to be made, shall have regard to the extent and nature of the defect, the service which the goods may have already given and all other circumstances of the case. In any event, the Company cannot accept any liability whatsoever for consequential loss or damage, however caused, which may in any way arise out of goods supplied or any defect in same. In the case of components not of our own manufacture the guarantee shall be identical to that given by the manufacturer.
Exclusion of Warranties No statement or warranty of any kind whatever made at any time by any servant or agent of the company shall be deemed to form any part of this contract of sale, and the Customer hereby expressly agrees that the contract was not induced by any representation of any such servant.
Indemnity The Customer hereby agrees with the Company to indemnify the Company against any claim in respect of damage to property or death or bodily injury from any person arising out of the use of the goods supplied at any time after the despatch of such goods to the Customer by the Company. The goods shall be deemed to have been despatched to the Customer at the time of delivery to any carrier by the Company’s servants or agents for transmission to the Customer.
Payments The Company’s standard terms are net 30 days following month of despatch. The Company reserves the right to withhold further deliveries if payment is not made within this specified time and shall be entitled to interest on any amount overdue at the rate of 2% above the base rate in force.
Governing Law These Conditions and all quotations, offers and acceptances shall be construed according to English Law.
Retention of Title
Risk of loss or damage to the products which are the subject of this contract (‘the said Products’) shall pass to you from the time of delivery.
The property in the said Products shall not pass to you until the whole of the purchase price payable under the relevant Contract (‘the price’) has been paid, and until payment you will hold the said products as fiduciary owner on our behalf and will store them separately or in such a way that they can be recognised as goods held in a fiduciary capacity.
The whole of the price shall not be treated as paid until any cheque or other instrument of payment given by you or on your behalf has been meet on presentation or otherwise honoured in accordance with its terms.
Notwithstanding paragraph (b) above you may sell, apply, incorporate in your manufacture, or otherwise dispose of the said products in the normal course of your business on condition that: (i)If the said Products have not been applied to, mixed with or incorporated into other goods you will pay to us the whole of any proceeds of sale, and
(ii)If the said Products have been applied to, mixed with or incorporated into other goods you will hold the product of the said Products and such other goods (‘the new goods’) as fiduciary owner on our behalf and will store and hold them separately and that the property in the new goods will pass to us at the moment of separation and that you will pay to us so much of the proceeds of sale of the new goods as shall equal the price but if less the whole of the proceeds of sale.
Provided that you shall have no authority to enter into any contract of sale on our behalf and any such contract shall accordingly be concluded in your name.
We may at any time revoke your power to apply, use, or sell the said Products or the new goods by notice to you before the property therein passes to you.
Your power to apply, use or sell the said Products and the new goods shall automatically cease if a Receiver is appointed over any of the assets of your undertaking, or if a winding up order is made against you or if you go into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or, if you call a meeting of or make any arrangement or composition with your creditors or commit ant acts of bankruptcy.
Upon the determination of your power to apply, use or sell the said Products under (e) or (f) above, you will immediately place the said Products and the new goods at our disposal and we shall be entitled to enter upon any premises of yours for the purpose of removing and to remove the said Products and the new goods.
Paragraphs (a) to (c) inclusive, and each of the paragraphs (d) to (g) inclusive of the clause shall constitute separate agreement between us and you.
Verbal Orders – Errors Errors can occur during the placing of telephone orders and we cannot be held responsible for any mistakes which occur, particularly those relating to part numbers, quantity, address, method of delivery or price, irrespective of weather or not a written confirmation is subsequently received.
