These conditions shall apply to all orders, acknowledgements of order, quotations and any other sales and supplies of the Company's goods and services to the exclusion of any inconsistent terms and conditions proposed by the Purchaser unless the latter are specifically accepted in writing on behalf of the Company.
All contracts shall be governed by English Law and the English courts will have sole jurisdiction in any dispute.
These Conditions of Sale shall apply in substitution for all previous Conditions of Sale and terms upon which the Company and the Purchaser shall have carried on business and shall represent the whole of the Agreement between the Company and the Purchaser to the exclusion of any previous course of dealing, trade, custom, practice or usage.
Where the context so admits these conditions are intended to apply as well to contracts for the supply of services or mixed goods and services, as well as to the supply of goods alone.
Subject to Clause 3 hereof, quotations are open to acceptance in writing by a purchaser for a period of thirty days from the date of the quotation. After this period of thirty days has expired the tender will be deemed to have been withdrawn unless otherwise agreed in writing on behalf of the Company.
Notwithstanding any offer, quotation, tender or price list orders can only be accepted subject to the condition that goods will be invoiced at the Company's prices ruling at the date of despatch.
All prices quoted are subject to the addition of V.A.T .at the rate in existence at the date of supply as defined by statute.
4. Terms of Payment
Except where goods are supplied on credit the Company will not despatch the goods to the Purchaser until payment in full has been received by the Company in respect of the goods and any delivery or carriage charges payable by the Purchaser.
Where goods are supplied on credit all invoices for goods together with all delivery packaging ex-works delivery or other charges for which the Purchaser is liable shall become due on the earlier of:-
within 30 days of the date of the invoice; or on the date when previous invoices rendered by the Company to the Purchaser become overdue for payment whichever is the earlier.
Where payment is not made on the due date whether credit facilities have been allowed or not and without prejudice to any other rights which the Company may have arising from non payment the following rules shall apply:-
-the Company may exercise its statutory right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 for any outstanding unpaid invoice(s) at the Bank of England base rate plus 8% and continuing daily at the same rate up to the date of payment. The base rate on 31 December will be used for debts becoming late between 1 January and 30 June. The rate in force on 30 June will be used from 1 July to 31 December.
the Company may also claim compensation arising from late payment under section 5A of the Late Payment of Commercial Debts (Interest) Act 1998 as set out under the table of compensation in this provision.
-the Company may treat any or all other agreements between the Company and the Purchaser as repudiated without prejudice to any other remedies the Company may have in respect of the non payment by the customer.
the Company may refuse to supply any other goods to the customer until all payments due or deemed due pursuant to this clause including any interest accrued under paragraph (a) above have been satisfied or at all.
The Purchaser shall not be entitled:-
to withhold payment of any amount payable pursuant to this contract because of any disputed claim of the Purchaser in respect of defective goods or workmanship or any other alleged breach of contract.
to set off against any amounts payable pursuant to the contract any monies which are not then presently payable by the Company or for which the Company disputes liability.
Where goods are supplied by call off instalment deliveries the Company shall be entitled to render interim invoices for each instalment. Each interim invoice rendered pursuant to this sub-clause shall be treated as a final invoice and the provisions for payment set out in this clause shall apply as if it were a final invoice.
Payment of all invoices should be made by either electronic transfer or crossed cheque to the Company's Head Office. Payment details are shown on the invoice.
The Company reserves the right to withdraw credit facilities at any time without giving a reason and thereafter all transactions between the Purchaser and the Company shall go on the basis laid down in sub-clause (a) of this clause 4.
The Company reserves the right to suspend or to refuse to carry out any further work or deliveries or to rescind any existing contracts between the Company and the Purchaser for the delivery of goods or provision of services if the Purchaser enters into liquidation, bankruptcy or has a receiver appointed or the Company in its absolute discretion considers there to be doubt as to the customer's financial position or ability to pay for the goods.
Unless otherwise agreed the Company shall have the right to determine the method of delivery of the goods. The cost of such delivery plus an addition to cover packaging costs will be charged to the Purchaser.
When goods are offered for delivery to site the Company's obligations will be to deliver as near as possible to the site as hard roads permit and not further or otherwise. The Purchaser is to provide free of charge the labour required for off-loading and all necessary lifting equipment. The Company will not be liable for any damage or loss caused. The Purchaser shall compensate the Company for any loss or damage suffered by the Company as a result of the Purchaser's failure to comply with this condition.
The Company will endeavour to deliver the goods and/or provide the service on the dates (if any) specified by its duly authorised representatives but in all cases any dates given for delivery or provision of services are estimates only and the Company will not be liable for any loss, damage or expense suffered by the Purchaser as a result of the Company's failure to deliver the goods or supply the services on any specified date or at any specified time.
The Purchaser shall accept delivery by instalments if required to do so by the Company.
Where goods are supplied to the Company subject to ex-works delivery charges levied by the manufacturer on the Company the Purchaser shall reimburse the Company the amount of the ex-works delivery charges together with the cost of delivery from the Company's warehouse to the Purchaser's premises.
6. Goods Lost/Damaged in Transit/or Short Delivered.
The Company must be notified of non-delivery of goods within seven days of receipt of the Company's Invoice.
The Company will only replace the products lost or damaged in transit on the proviso that the Purchaser has acted in accordance with clause 6(a).
If goods are damaged in transit, short delivered or not suitable the Company must be notified within seven days of receiving the goods. If the Purchaser shall fail to give such notice within the specified period the goods shall be deemed to be in all respects in accordance with the Contract and the Purchaser shall be deemed to have accepted the same and be bound to pay accordingly.
7. Return of Goods for Credit.
The Company will not accept goods returned for credit unless previously agreed in writing by the Company.
Before consideration can be given to the acceptance of goods returned for credit the Purchaser must provide the date of original supply and the invoice number on which they were charged.
The Company reserves the right:-
to refuse to accept any goods which are not in their original condition.
to make a 25% re-stocking charge for accepting goods returned for credit to cover administration and other costs involved unless alternative arrangements have been previously agreed by the Company in writing.
If goods are returned for credit without any prior agreement in writing with the Company as provided for in sub-section (a) of this clause the Company does not accept any responsibility for any damage caused to the goods or loss suffered while the goods are in the possession of the Company.
Goods supplied by the Company to the Purchaser shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the full price of the goods set out in the invoice delivered to the Purchaser in respect of the goods.
b. The risk in the goods shall pass to the customer when:-
the goods leave the Company's premises; or
the Company renders an invoice in respect of the goods whichever is the earlier date from the date on which the risk in the goods passes in accordance with paragraph 1 until the date when property passes in accordance with sub-clause (a) the customer shall insure the goods to their full value against all insurable risks with a reputable insurance company and shall produce to the Company if demanded evidence to the satisfaction of the Company that such insurance has been effected.
c. The customer irrevocably authorises the Company by its agents or servants to enter any of the customer's premises (using reasonable force to do so if necessary) for the purpose of searching for, examining, marking or removing any goods which have been supplied by the Company to the customer but have not been paid for.
9. Warranties and Limit of Liability.
The conditions and warranties set out in Sections 13, 14 and 15 Sale of Goods Act 1979 are hereby expressly excluded from contracts made under these terms and conditions.
In the event of any defect in or failure of any product supplied under these terms and conditions the maximum liability of the Company will be the initial purchase price of the product.
No liability is accepted for any direct or indirect costs damages or expenses relating to damaged property or injury or loss to any person firm or company or for any loss of profits or production or any consequential or other loss arising out of or occasioned by any defects in or failure of the goods or materials or parts thereof supplied by or services rendered or advice given by the Company even if the defect or failure arose through negligence by the Company or the services or advice were negligently rendered or given.
10. Minimum Order Charge.
The Company reserves the right to apply a minimum order charge of £50 excluding carriage, costs and V.A.T.
The Company reserves the right to refuse to give any discount against the price chargeable to the Purchaser pursuant to clause 3 where the value of the order placed by the Purchaser is less than £100 excluding V.A.T. and delivery charges.
11. Sales Ex. Stock.
Goods offered ex-stock are subject to prior sale.
Contracts and orders may be cancelled by the Purchaser only with the Company's written agreement and the Company retains the right to charge a cancellation fee.
13. Goods Not Belonging to the Company
The Company does not accept responsibility or liability for any loss or damage suffered by goods belonging to the Purchaser while such goods are in the Company's possession unless such loss or damage arises as a result of the deliberate acts or negligence of the Company, its servants or agents.