Terms and Conditions of Trading
1 Application of Terms
1.1 Subject to any variation expressly agreed in writing by us, the contract between you and us shall
be on these conditions to the exclusion of all other terms and conditions including any terms or
conditions which you may purport to apply under any purchase order, confirmation of order, specification or other document).
1.2 Each order or acceptance of a quotation for goods by you shall be deemed to be an offer by you
to buy goods subject to these conditions.
1.3 No order placed by you shall be deemed to be accepted by us until an acknowledgement
of order is issued by us or (if earlier) we deliver the goods to you.
1.4 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering
In to any contract with us.
2.1 Unless otherwise stated, the price quoted excludes VAT, delivery costs and all other applicable rates and taxes which will be charged at the rates applying at the time of delivery.
2.2 Unless otherwise stated, our quotations are valid for 30 days.
3.1 Any times or dates we may give for delivery are estimates only (unless you pay an agreed charge for guaranteed delivery by a certain time).
3.2 If we fail to deliver within a reasonable time (guaranteed delivery time if agreed under condition 3.1) you may (by informing us in writing) cancel the contract provided that we have not dispatched the goods prior to receipt of the notice by us.
3.3 Subject to the other provisions of these conditions we shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by our negligence)
3.4 If you have paid an additional charge for a guaranteed delivery time and the goods are delivered
after that time you may not reject the goods after they have been dispatched and our liability to you for such delay will be limited to:
3.4.1 refunding the charge made for such guaranteed delivery; or
3.4.2 assigning to you, if possible, the benefit of any claim we may have against our carrier.
3.5 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.6 We may decline to deliver if:
3.6.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.6.2 the premises (or the access to them) are unsuitable for our vehicle.
4.1 The goods are at your risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (or our manufacturer’s premises) (if you are collecting them or arranging carriage); or
4.2.2 at your premises (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered),
you must write to tell us within five working days of delivery (or the expected delivery time) You must give us (and any carrier) a fair chance to inspect the damaged goods.
5 Payment terms
5.1 You are to pay us in cash or otherwise in cleared funds on delivery, unless you have an approved credit account. You will find our Bank details at the end of the terms and conditions.
5.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
5.3 Time for payment shall be of the essence.
5.4 We may accept payment by other methods (such as credit/debit cards), but a charge of up to 1.5% of the invoice may apply.
5.5 If you fail to pay us in full on the due date
5.5.1 We may suspend or cancel future deliveries;
5.5.2 We may cancel any discount offered to you; and
5.5.3 We reserve the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.6 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.7 While you owe money to us, we have a lien on any of your property in our possession.
5.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis)
following any breach by you of any of your obligations under these terms.
6.1 Until you pay all debts you may owe us:
6.1.1 you must store our goods so that they are clearly identifiable as our property;
6.1.2 you must insure our goods (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.1.3 you may use such goods and sell them in the ordinary course of your business
unless we revoke that right (by informing you in writing) or you become insolvent.
6.2 Your right to possession of the goods shall terminate immediately if you become
insolvent and you must inform us (in writing) immediately if you become insolvent.
6.3 You grants us, our agents and employees an irrevocable licence at any time to enter
any premises where the goods are or may be stored in order to inspect them, or,
where your right to possession has terminated, to recover them.
6.4 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
6.5 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7.1 Where we are not the manufacturer of the goods, we shall endeavour to transfer to you the benefit of any warranty or guarantee given to us.
7.2 We warrant (subject to the provisions of these conditions) that on delivery the goods shall:
7.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979
7.2.2 be free from material defect and unless we tell you that the goods are subject to
a limited warranty will remain so for 12 months from that time.
7.3 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.4 We shall not be liable for a breach of any of the warranties in condition 8.3 if:
7.4.1 you make any further use of such goods after giving us notice under condition 8.5 or
7.4.2 the defect arises because you failed to follow our oral or written instructions as to
the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice; or
7.4.3 you alter or repair the goods without our written consent.
7.5 If you believe that we have delivered goods which are defective in materials or workmanship youmust:
7.5.1 inform us (in writing), with full details, as soon as possible; and
7.5.2 allow us to investigate (we may need access to your premises and product samples)
7.6 If, subject to condition 8.3, the goods are found to be defective in material or workmanship (following our investigations, and you have complied with these conditions in full, we will ( at our option) replace the goods or refund the price.
8.1 We are not liable for any other loss or damage (including indirect or consequential loss, financial
loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even
if we are negligent.
8.2 Our total liability to you (from one single cause) for damage to property caused by our negligence is
limited to £2,000,000.
8.3 For all other liabilities not referred to elsewhere in these terms our liability is limited in
damages to the price of the goods.
8.4 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence or for fraudulent misrepresentation.
9.1 If we prepare the goods in accordance with your specifications or instructions:
9.1.1 you must ensure that the specifications or instructions are accurate.
9.1.2 you must ensure that goods prepared in accordance with those specifications or
instructions will be fit for the purpose for which you intend to use them.
9.2 We reserve the right to make any changes in the specifications of our goods which are
necessary to ensure they conform with any applicable safety or other statutory requirements.
9.3 We also reserve the right to make without notice any minor modifications in our
specifications we think necessary or desirable.
10 Return of goods
10.1 Other than where goods are returned due to defective in material or workmanship under
condition 8, we will only accept the return of goods from you:
10.1.1 by prior arrangement by telephone or email.
10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
10.1.3 where the goods are as fit for sale on their return as they were on delivery.
11 Export terms
11.1 Where the goods are supplied by us to you by way of export from the United Kingdom
the provisions of this condition 12 shall apply except to the extent that it is inconsistent
with any other written agreement between us.
11.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
11.3 Unless otherwise agreed, the goods are supplied ex works our premises.
11.4 Where the goods are to be sent by us to you by a route including sea transport we are
under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
11.5. We are not liable for any defect in the goods which would be apparent on inspection
unless a claim is made before shipment. We are not liable for any damage during transit.
11.6 We are not liable for death or personal injury arising from the use of the goods delivered
in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977.
12.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished
or unfinished) that we may then hold (or to which we are committed) for the order.
12.2 We may suspend or cancel the order, by written notice if:
12.2.1 you fail to pay us any money when due (under the order or otherwise);
12.2.2 you become insolvent;
12.2.3 you fail to honour your obligations under these terms.
12.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.1
13 Waiver and variations
13.1 Any waiver or variation of these terms is binding in honour only unless:
13.1.1 made (or recorded) in writing;
13.1.2 signed on behalf of each party; and
13.1.3 expressly stating an intention to vary these terms.
14 Force majeure
14.1 If we are unable to perform our obligations to you (or able to perform them only at
unreasonable cost) because of circumstances beyond our reasonable control, we may cancel or suspend any of our obligations to you, without liability.
14.2 Examples of circumstances beyond our reasonable control include without limitation
act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
15.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
15.3 If any of these terms are unenforceable as drafted:
15.3.1 it will not affect the enforceability of any other of these terms; and
15.3.2 if it would be enforceable if amended, it will be treated as so amended.
15.4 Failure or delay by us in enforcing or partially enforcing any provision of these conditions shall not be construed as a waiver of any of our rights under these conditions.
15.5 Any notice by either of us which is to be served under these terms may be served by
leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
15.6 No contract will create any right enforceable (by virtue of the Contracts (Rights of
Third Parties) Act 1999) by any person not identified as the buyer or seller.
15.7 The only statements upon which you may rely in making the contract with us, are those made
in writing by someone who is our authorised representative and either:
15.7.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
15.7.2 which expressly state that you may rely on them when entering into the contract.
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