1 In these conditions the following terms shall have the following meanings:
‘Customer’ means any legal person or body corporate who’s Order is accepted by the Company
‘Contract’ means any contract for the supply of Goods or Services by the Company to the Customer
‘Goods’ means any goods forming the subject of this contract including
parts and components of or materials incorporated in them
‘Services’ means any services forming the subject of this contract
Quotation
2 Quotations by the Company unless otherwise stated in them shall be open for acceptance in 30 days of the date of the quotation
Existence of Contract
3.1 No Contract shall come into existence until the Customer’s order (however given) is accepted by the earliest of:
the Company’s written acceptance
delivery of the Goods or Services, or
the Company’s invoice
3.2 These conditions shall be incorporated in the Contract to the
exclusion of any terms or conditions stipulated or referred to by the
Customer
3.3 No variation or amendment of this document or oral
promise or commitment related to it shall be valid unless committed to
writing and signed by or on behalf of both parties
Prices
4.1
The Prices for the Goods or Services are ex-works and exclude packing,
insurance and carriage, VAT, and other taxes or duties. Prices invoiced
are calculated in respect of the quantity of Goods or Services actually
delivered and hours of Services provided irrespective of the quantity
in respect of which any quotation was issued.
4.2 The Company shall
have the right to adjust its prices for any increase in the price of
materials, parts, labour, and transport, changes in work of delivery
schedules or quantities or any other costs of any kind arising for any
reason after the date of the Contract.
4.3 Price clauses shall take effect on the date of service on the customer of notice of the change.
4.4 Small orders or orders whose total invoice value is less than £100
(one hundred pounds) are subject to a minimum order surcharge of £10
(ten pounds) which will be quoted on request.
Payment
5.1
All invoices are payable without discount of any kind in pounds
sterling on or before the date stated on the Company’s invoice and in
no circumstances shall the Customer be entitled to make any deduction
or withhold payment for any reason at all.
5.2 If the Customer
fails to pay the invoice price by the due date the Customer shall not
be allowed any discount given in that invoice or in any other way
agreed and shall pay interest on any overdue amount from the date of
which payment was due to that on which it is made (whether before or
after judgement) on a daily basis at a rate of 8% p.a. or other such
rate from time to time specified by the Supreme Court Act 1981 and
reimburse to the Company all costs and expenses (including legal costs)
incurred in the collection of any overdue amount.
Title
6.1
For the purpose of section 12 of the Sale of Goods or Services Act 1979
the Company shall transfer only such title or rights in respect of the
Goods or Services as the Company has and if the Goods or Services are
purchased from a third party shall transfer only such title or rights
as that party had and has transferred to the Goods and Services.
6.2 Notwithstanding the earlier passing of risk title in the Goods or
Services shall remain with the Company and shall not pass to the
Customer until the amount due under the invoice (including interest and
cost) has been paid in full.
6.3 Until title passes the Customer
shall hold the Goods or Services as bailee for the Company and shall
store or mark them so that they can at all times be identified as the
property of the company.
6.4 The Company may at any time before
title passes and without any liability to the Customer - repossess and
dismantle and use or sell all or any of the Goods or Services and by
doing so terminate the Customer’s right to use, sell or otherwise deal
in them and (for that purpose or determining what if any Goods or
Services are held by the Customer and inspecting them) enter any
premises of or occupied by the Customer.
6.5 Until title passes the
entire proceeds of the sale of the Goods or Services shall be held in
trust for the Customer and shall be held in a separate designed account
and not mingled with other moneys or paid into any overdrawn bank
account and shall be at all times identifiable as the Company’s money.
6.6 The Company may maintain an action for the price of any Goods or
Services notwithstanding that title in them has not passed to the
Customer.
Risk, Delivery and Performance
7.1 The Goods or
Services are delivered to the Customer when the Company makes them
available to the Customer or any agent of the Customer or any carrier
(who shall be the Customer’s agent whoever pays its charges) at the
Company’s premises or other delivery point agreed by the Company.
7.2 Risk in the Goods or Services passes when they are delivered to the Customer.
7.3 The Company may at its discretion deliver the Goods or Services by instalments in any sequence.
7.4 Where the Goods or Services are delivered by instalments, no
default or failure by the Company in respect of any one or more
instalments shall vitiate the Contract in respect of the Goods or
Services previously delivered or undelivered Goods or Services.
7.5
The Company may deliver to the Customer and the Customer shall accept
in satisfaction of the Contract a lesser number than the number of
Goods and Services ordered.
7.6 Any dates quoted by the Company for
the delivery of the Goods or Services and performance of the Services
are approximate only and shall not form part of the Contract and the
Customer acknowledges that in the performance expected of the Company
no regard has been paid to any quoted delivery or performance dates.
7.7 If the Customer fails to take delivery of the Goods or Services or
any part of them on the due date and to provide any instructions or
documents required to enable the Goods or Services to be delivered on
the due date, the Company may on giving written notice to the Customer
store or arrange for the storage of the Goods or Services, and on the
service of the notice risk in the Goods or Services shall pass to the
customer, delivery of the Goods or Services shall be deemed to have
been taken place, and the Customer shall pay to the Company all costs
and expenses including storage and insurance changes arising from its
failure.
7.8 The Company shall not be liable for any penalty, loss,
injury, damage or expense arising from any delay or failure in delivery
or performance from any cause at all nor shall any such delay or
failure entitle the Customer to refuse to accept any delivery or
performance of or repudiate the Contract.
Claims Notification
8.1
Any claim that any Goods or Services have been delivered damaged, are
not of the correct quantity or do not comply with their description
shall be notified by the Customer to the Company in 7 days of their
delivery.
8.2 Any alleged defect shall be notified by the Customer
to the Company in 7 days of the delivery of the Goods or Services or in
the case of any defect which is not reasonably apparent on inspection
in 2 days of the defect coming to the Customer’s attention and in any
event in the following periods:
for Goods or Services manufactured by the Company 6 months from the date of delivery;
for second hand Goods or Services no period is applicable unless otherwise specified in the Contract; and
for Goods or Services not of the Company’s manufacture the warranty period given by the manufacturer.
8.3 Any claim under this condition must be in writing and must contain
full details of the claim including the reference numbers of any
allegedly defective Goods or Services.
8.4 The Company shall be
afforded reasonable opportunity and facilities to investigate any
claims made under this condition and the Customer shall if so requested
in writing by the Company promptly return any Goods or Services the
subject of any claim and any packing materials securely packed and paid
to the Company for examination.
8.5 The Company shall have no
liability with regard to any claim in respect of which the Customer has
not complied with the claims procedures in these conditions.
Scope of Contract
Under no circumstances shall the Company have any liability of whatever kind for:
9.1 Any defects resulting from wear and tear, accident, improper use by
the Customer or use by the Customer except in accordance with the
instructions or advice of the Company or the manufacturer of any Goods
or Services or Goods or Services or neglect or from any instructions or
materials provided by the Customer
9.2 Any Goods or Services which have been adjusted, modified or repaired except by the Company
9.3 The suitability of any Goods or Services for any particular purpose
or use under specific conditions whether or not the purpose or
conditions were known or communicated to the Company
9.4 Any
substitution by the Company of any materials or components not forming
part of any specification of the Goods or services agreed in writing by
the Company
9.5 Any descriptions, illustrations, specifications,
figures as to performance, drawings and particulars of weights and
dimensions submitted by the Company contained in the Company’s
catalogues, price lists or elsewhere since they are merely intended to
represent a general idea of the Goods or Services and not to form part
of the contract or to be treated as representations
9.6 any
technical information, recommendations, statements or advice furnished
by the Company its servants or agents not given in writing in response
to a specific written request from the Customer before the Contract is
made, or
9.7 Any variations in the quantities or dimension of any
Goods or Services or changes of their specifications or substitution of
any materials or components; if the variation or substitution does not
materially effect the characteristics of the Goods or services, and the
substituted materials or components are of a quality equal or superior
to those originally specified.
Extent of Liability
10.1
The Company shall have no liability to the Customer for any loss or
damage of any nature arising from any breach of any express or implied
warranty or condition of the Contract or any negligence, breach of
statutory or other duty on the part of the Company or in any way of or
in connection with the performance of or failure to perform the
Contract except for death or personal injury resulting from the
Company’s negligence, and expressly stated in these conditions.
10.2 If the Customer establishes that any Goods or Services have not
been delivered, have been delivered damaged, are not of the correct
quantity or do not comply with their description the Company shall, at
its option, replace with similar Goods or Services any Goods or
services which are missing, lost or damaged or do not comply with their
description, allow the Customer credit for their invoice value or
repair any damaged Goods or Services.
10.3 If the Customer
establishes that any Goods or Services are defective the Customer must
return those Goods or Services forthwith, at its own cost, to the
Company which will be repaired or replaced at the Company’s discretion
and according to manufacturers warranty. If the Goods or Services can
not be replaced or repaired within 3 months of the Company’s receipt
thereof the Company may credit the Customer in part or in full at it’s
own discretion.
10.4 If the Customer returns to the Company any
Goods or Services for repair and some are found to be fault free then
the Company may, at its own discretion, charge the Customer for its
reasonable handling costs.
10.5 The delivery of any repaired or
replacement Goods or Services shall be at the Company’s premises or
other delivery point specified for the original Goods or Services.
10.6 Where the Company is liable in accordance with this condition in
respect of only some or part of the Goods or Services the Contract
shall remain in full force and effect in respect of the other or other
parts of the Goods or Services and no set-off or other claim shall be
made by the Customer against or in respect of such other or other parts
of the Goods or Services.
10.7 No claim against the Company shall
be entertained for any defect arising from any design or specification
provided or made by the Customer or if any adjustment’s, alterations to
other work has been done to the Goods or Services by any person except
the Company.
10.8 The Company shall not be liable where any Goods
or Services the price of which does not include carriage are lost or
damaged in transit and all claims by the Customer shall be made against
the carrier. Replacements for such or lost or damaged Goods or Services
will, if available, be supplied by the Company at the prices ruling at
the date of despatch.
10.9 In no circumstances shall the liability
of the Company to the Customer under this condition exceed the invoice
value of the Goods or Services.
General
11.1 The Company may sub-contract the performance of this Contact in whole or in part.
11.2 The Customer shall not assign or (without first obtaining the
Company’s written consent) sub-let these Terms and Conditions or the
Contract in whole or in part and it shall be a condition of any such
consent to any sub-letting of these Terms and Conditions or the
Contract that the Customer shall:
ensure and be responsible for the compliance by any sub-contractor's with the terms of this contract;
include in the sub-contract provisions consistent with these conditions for the benefit of and enforceable by the Company; and
furnish the Company with copies of any sub-contract upon the Company’s request at any time.
11.3 The Company shall have a lien Customer’s property in the Company’s
possession for all amounts due at any time from the Customer and may
use, sell or dispose of that property as agent for and at the expense
of the Customer and apply the proceeds in and towards the payment of
such amounts on 28 days’ notice in writing to the Customer. On
accounting to the Customer for any balance remaining after payment of
any amounts due to the Company and the costs of sale and disposal the
Company shall be discharged of any liability in respect of the
Customer’s property.
11.4 The Company may at its discretion suspend
or terminate the supply of any Goods or Services if the Customer fails
to make any payment when and as due or otherwise defaults in any its
obligations under this Contract or any other contract with the Company
or becomes insolvent, has an administrative receiver appointed of its
business or is compulsorily or voluntarily wound up or the Company
shall be discharged of any liability in respect of the Customer’s
property.
11.5 If the Goods or Services are manufactured in
accordance with any design or specification provided or made by the
Customer the Customer shall compensate the Company in full on demand
for all claims, expenses and liabilities of any nature in connection
with them, including any claim, whether actual or alleged that the
design or specification infringes the rights of any third party.
11.6 Except for any which is expressly agreed to be included in the
Goods and Services all tools, patterns, materials, drawings,
specifications and other data provided by the Company shall remain its
property and all execution of any orders shall become the property of
the Company.
Confidentiality
12 The Customer shall not
at any time whether before or after the termination of this Contract
divulge or use any unpublished technical information deriving from the
Company or any other confidential information in relation to the
company’s affairs or business method of carrying on business.
Cancellation
13
Orders for Goods or Services which have to be made especially for the
Customer will be charged in full unless written notice of cancellation
is received not later than 2 weeks before the expected delivery date
quoted in the Company’s order acknowledgement and manufacture of them
or any components for them has not commenced at the date of that
notice. Orders for stock items may be cancelled by written notice at
any time before the Goods or Services have been allocated to the
Contract than a packing and handling charge will be payable by the
Customer.
Force Majeure
14 The Company shall not be
liable for any act or omission arising which shall render performance
of the Contract impossible or shall in any way have the effect of
frustrating the common cause where such act or omission is beyond the
control of either the Company or the Customer or was not reasonably
foreseeable by them. Such acts or omissions shall have the effect of
automatically terminating the contract.
Law and Jurisdiction
15
These Terms and Conditions shall in all respects be construed and
interpreted in accordance with the Law of Contract in England and Wales
notwithstanding the effect of the law of the European Union. Where the
Company and the Customer have contracted to perform in England and
Wales or Scotland the competent Court of Jurisdiction shall be the High
Court of England and Wales. Where the Customer is resident in the
European Union or EFTA, the Company may at its absolute discretion
nominate the Court of the Customer’s member state to be the Court of
competent jurisdiction under the Brussels Convention. Where the
Customer is resident elsewhere the Company shall possess the absolute
discretion as to the competent court or jurisdiction.
Notices
16
Any notice given under this Contract shall be in writing and may be
served personally, by registered or recorded delivery mail, by telex or
facsimile transmission, by any other means which any party specifies by
notice to the other.
A notice shall be deemed to have be served:
- if it was served in person, at the time service,
- if it was served by post, the day after the day after posting,
- if it was served by facsimile transmission, at the time transmission.
