1.1 In these Conditions:
“GOODS” means the goods (including any installment of the goods or any parts for them) which we agree to supply in accordance with these Conditions.
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between you and us.
“CONTRACT” means the contract for the purchase and sale of the Goods.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale
2.1 We shall sell and you shall purchase the Goods in accordance with either our written quotation which is accepted by you, or your written order which is accepted by us, subject in either cases to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by you.
2.2 If any amendments to these Conditions are agreed between you and us it is important for the avoidance of doubt that such amendments are recorded in writing. In the event of a dispute written terms shall prevail over any other terms.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
2.4 Our employees and agents are not authorized to make any representations concerning the Goods unless confirmed by us in writing. In entering into the Contract you acknowledge that you are not relying on any such representations which are not so confirmed.
2.5 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
3.0 Orders and specifications
3.1 You shall be responsible for ensuring the accuracy of the term of any order (including any applicable specification) submitted by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in our order (if accepted by us) or the specifications included in our current sale literature.
3.3 We reserve the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to our specification, which do not materially affect their quality or performance.
3.4 No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us in full against all loss(including loss of profit), costs(including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
4. Price of goods
4.1 The price of the Goods shall be our quoted price or, where no price has been quoted (or quoted price is no longer valid), the price listed in our published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by you, after which time they may be altered by us without giving notice to you.
4.2 We reserve the right by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in our costs, which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alternation of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by you, or any delay caused by your instructions of your failure to give us adequate information or instructions. You will be deemed to have accepted any such increase unless you notify us within 7 days of our notification to you.
4.3 The price is exclusive of any applicable VAT and delivery charges which will be notified to you upon confirmation of your Order, Delivery charges will otherwise be made in accordance with our standard delivery charges which are supplied with our price lists which you shall be additionally liable to pay to us.
5. Terms of payment
5.1 Subject to any other terms agreed in writing between us, we shall be entitled to invoice you for the price of the Goods on, or at any time after, delivery of the Goods, unless the Goods are to be collected by you or you wrongfully fail to take delivery of the Goods, in which event we shall be entitled to invoice you for the price at any time after we have notified you that the Goods are ready for collection or (as the case may be) we have tendered delivery of the Goods.
5.2 You shall pay the price of the Goods without deduction within 30 days of the date of our invoice and we shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you. The time of payment of the price shall be of the essence of Contract. Receipts for payment will be issued only upon request.
5.3 If you fail to pay our invoice on the due date, we are entitled (without prejudice to our other rights and remedies) to:
5.3.1 cancel the contract or suspend any further deliveries to you;
5.3.2 allocate any payment made by you to such of your outstanding invoices as we may think fit (notwithstanding any purported allocation by you); and
5.3.3 charge you interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above National Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
5.3.4 charge you all legal and other costs incurred in the recovery of debts and any bank charges made due to cheques offered in payment which are dishonored.
6.1 Delivery of the Goods shall be made by us delivering the Goods to your premises or, if some other place for delivery is agreed by us, by our delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery which is due to circumstances which are not under our control. Time for delivery shall not be of the essence of the Contract unless previously agreed by us in writing. The Goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to you.
6.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by us to delivery any one of more of the installments in accordance with these Conditions or any claim by you in respect of any one or more installments shall not entitle you to treat the Contract as whole as repudiated.
6.4 If you fail to deliver the Goods (or any installment) for any reason other than any cause beyond our reasonable control or your fault and we are accordingly liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may:
6.5.1 store the Goods until actual delivery and charge you for the reasonable costs (including insurance) if storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.
7. Risk and property
7.5 Risk of damage to or loss of the Goods shall pass to you at the time of delivery or, if you wrongfully fail to take delivery of the Goods, at the time when we have tended delivery of the Goods.
7.6 Not withstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the ownership of the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the goods and all other goods.
7.7 Until ownership of the goods passes to you, you shall hold the goods as our fiduciary agent and shall keep the goods separate from any other goods and properly stored, protected and insured and identified as our property but shall be entitled to resell the goods in the ordinary course of its business.
7.8 Until such time as the property in the goods passes to you (and provided the goods are still in existence and have not been resold), we shall be entitled at any time to require you to delivery up the Goods to us and, if you fail to do so forthwith, to enter upon any premises of you or any third party where the Goods are stored and repossess the Goods.
7.9You are not entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property but if you do so, all moneys owing by you to us shall (without prejudice to any other right or remedy of we) forthwith become due and payable.
8. Warranties and liability
8.5 We shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral in writing), misuse or alteration or repair of the Goods without our approval or if the total price for the Goods had not been paid in accordance with clause 5.2.
8.6 Except where the Goods are sold to a person dealing as a consumer or common law are excluded to the fullest extent permitted by law.
8.7 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (where or not delivery is refused by you) be notified to us within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discover of the defect or failure. If delivery is not refused and you do not notify us accordingly, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.8 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 to us in accordance with these Condition, we shall be entitled to replace the Goods (or the part in question) free of charge or, at our sole discretion refund to you the price of Goods (or a proportionate part of the price) but we shall have no further liability to you.
8.9 Except in respect of death or personal injury caused by our negligence, we shall not be liable to you 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 the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you and our entire liability under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.10 We shall not be liable to you or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or those of a third party) difficulties in obtaining raw materials, labor, fuel, parts or machinery power failure or breakdown in machinery.
9. Insolvency of buyer
If you make any voluntary arrangement with your creditors; become bankrupt or become subject to an administration order or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed, of any of your property or assets’ or you cease or threaten to cease, to carry on business; or we reasonably apprehend that any of these events is about to occur in relation to you and notify you accordingly, then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.5 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.6 No waiver of any subsequent breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.7 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.8 The Contract shall be governed by the laws of England and you agree to submit to the non-exclusive jurisdiction of the English courts.