1) Unless otherwise specifically agreed in writing by (“the Company”) all sales made by the Company are subject to these terms and conditions. No other agreement, representation, promise, undertaking, or understanding of any kind shall, unless expressly made or accepted by the Company in writing form part of, vary, or operate as a waiver of these terms and conditions or any part of them.
2) These terms and conditions shall prevail over and take the place of any other terms or conditions contained in any purchase order or any other document of, or communication from the Buyer.
3) Formation of Contract. A contract shall be made when the Company receives a Buyer's order in writing by email or post or fax instructions.
1) All prices quoted by the Company are based on these conditions and reflect the limitations upon the Company's liability which they contain
2) In the event of the Buyer wishing to contract with the Company otherwise than on the basis of these conditions special arrangements can be made and a revised price quoted by the Company.
3) Prices quoted are based on the Company's current costs and the price payable by the Buyer shall be the price ruling at the date of delivery.
Despatch and Delivery
1) The Company will endeavour to adhere to any stated despatch or delivery date, but any such date is a business estimate only and the Buyer agrees that the Company shall have no liability for any loss or damage whatsoever and howsoever caused resulting from any delay.
2) The risk of any loss or damage to, or deterioration of the goods shall pass to the Buyer when the goods have been delivered to the address specified on the Company's quotations, confirmations of order or other documentation.
3) The Company may, at its absolute discretion, postpone delivery of the goods at the request of the Buyer in which case the Buyer shall make payment as it the goods were delivered and invoiced on the date of such request. The Company may store the goods at its own premises or elsewhere at the Buyer's sole risk and all storage, insurance and transport charges and all other costs arising from postponement of delivery shall be payable by the Buyer.
Payment and Property
1) Unless otherwise expressly stated, payment for the goods shall be made not later than the 20th day of the month following the month in which delivery is made.
2) If full payment is not made by the due date
3) Interest shall be payable by the Buyer from the due date on the unpaid balance on the daily basis at the rate of 5% over the base lending rate of Barclays Bank Plc and the Company shall have the right to suspend any further deliveries under the contract until payment is made or to cancel the contract in relation to such further deliveries provided that no time or indulgence granted by the Company shall prejudice any right or remedy of the Company.
4) Until full payment has been made to and received by the Company, property in the goods shall remain in the Company notwithstanding that the risk in the goods may have passed to the Buyer or that the Buyer may have possession of the goods.
5) If payment is overdue in whole or in part, or if any of the circumstances referred to in Clause 12 have arisen, then the Company may (without prejudice to its other rights) at the expense of the Buyer recover and/or resell the goods or any of them and may enter upon the Buyer's premises for that purpose.
6) The Buyer agrees to store the goods in such a way that they are readily identifiable as the property of the Company. If the Buyer sells or disposes of the goods before payment in full is received by the Company as aforesaid, the Buyer shall hold on trust for the Company such part of the proceeds of such sale or disposal and any rights or claims against the third parties arising from such sale or disposal as may be required to satisfy all amounts due to the Company.
1) Subject to the remainder of this clause, the Company undertakes to replace or (at its option) repair free of charge or refund or credit the value of any of the goods which are defective by reason of faulty workmanship or the use of defective materials, provided that:
2) The buyer notifies the Company in writing of the nature of the defect before the goods leave the Buyer's premises or within 28 days of delivery of thegoods to the Buyer whichever shall be the earlier and the Buyer affords the Company reasonable opportunity (within the period referred to in paragraph (i) above) itself or by its representatives to examine the goods.
3) The liability of the Company shall be limited in any event to an amount equal to the contract price of the defective goods or if some only of the goods are defective to an amount equal to such proportions of the contract price as the quantity of defective goods bears to the aggregate quantity of goodssupplied.
4) If some only of the goods are defective as aforesaid the Buyer shall accept the remainder of the goods and the Buyer shall be liable to make payment of the contract price in proportion to the quantity of goods accepted.
Exclusion of Liability
1) The above guarantee is given by the Company and accepted by the Buyer in substitution for any rights which the Buyer might otherwise have: (a) Reason of any express or implied representation condition,Warranty or otherwise as to:
(a) Reason of any express or implied representation condition,Warranty or otherwise as to:
(b) The description, merchantability, quality, fitness or performance of the goods;
(c) The standard of the Company's workmanship and the description, merchantability, fitness or performance of any materials supplied in connection therewith all such representations, conditions and warranties express or implied being hereby expressly excluded;
(d) In negligence or otherwise in tort arising out of or in connection with the supply of any goods or materials to or to the order of the Buyer or the execution of any work for the Buyer and all such liability whatsoever however arising is hereby expressly excluded provided that nothing in this Condition shall excuse the Company from any liability which it may incur from death or personal injury resulting from the negligence of its servants or agents.
2) Except for any such liability in respect of death or personal injury the Company shall not be liable in any manner whatsoever whether in contract tort misrepresentation or otherwise beyond the terms of the above guarantee and in particular shall not be liable for any indirect or consequential loss damage or injury howsoever or by whomsoever caused which may arise out of or in connection with the supply of goods or materials to or to the order of the Customer or the execution of work for the Customer.
3) If any of these terms and conditions or any part of any of them is rendered void by any legislation to which it is subject it shall be void to that extent and no further. It any one of these terms and conditions or any part of any one of them is rendered unenforceable by legislation to which it is subject it shall be unenforceable to the extent that it is shown by the Buyer that it would not be fair or reasonable to allow reliance on it and no further
The Buyer shall indemnity and hold the Company harmless against any claims which may be made against the Company by any third party (which expression shall include the servants and agents of the Buyer) and which relates in any way whatsoever to the goods.
A shortage or surplus, charged prorate, not exceeding 10 percent will be considered due execution of any order.
In the event of any delay or interruption of works at the Company's works or of any strike, lockout, trade dispute, fire, explosion, flood, accident to or breakdown of any plant or machinery, stoppage of any material, labour or transport or any other cause whatsoever beyond the Company's control adversely affecting or delaying the Company's performance of any of its obligations under the contract, the Company shall be entitled without liability to suspend delivery wholly or in part or to extend the time for delivery or, if performance of the contract becomes impossible or commercially unreasonable, to repudiate the contract.
If the Buyer shall make default in or commit any breach of any of his obligations to the Company or ff any distress or execution shall be levied upon the Buyer his property or assets or if he shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Buyer shall be a limited company and any resolution or petition to wind up such company's business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed the Company shall have the right forthwith to determine any order than subsisting and upon written notice of such determination being posted to the Buyer's last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Company might otherwise make or exercise.
The headings to these terms and conditions are intended for convenience only and shall in no way affect their construction.
These Terms and Conditions shall be governed by and construed in accordance with English Law, and by entering into a contract with the Seller the Buyer agrees irrevocably to submit any disputes arising out of this Agreement to the exclusive jurisdiction of the English Courts.