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Terms and Conditions
1.General.
- 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.The Purchaser should note that the Company's
Agents,Salesmen or Representatives have no authority to agree
or accept any amendment or alteration to these Conditions of Sale.
- 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.
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2.Quotations.
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withdrawn unless otherwise agreed in writing on behalf of the Company.
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3.Prices.
- 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.
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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:-
- the end of the month following the month of invoice
except Capital Equipment which is strictly cash within
30 days of
invoice
- the day when invoices previously rendered by the Company
to the Purchaser become overdue for payment.
- Where services are provided or installation or contract
work is carried out
in accordance with the provisions of Clause 13 all invoices
in respect of the
carrying out of the services or installation work shall
be payable:-
- 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 charge interest on the overdue amount
at the rate of
2%per calendar month calculated from day to day and compounded
on a calendar monthly basis from the date the payment becomes
due until
the
date the Company receives payment.
- 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 carry out any other work
or supply any other
goods to the customer until all payments due or deemed
due pursuant to this
clause including any interest accrued under paragraph (i)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 installment 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 crossed cheque
to the Company's Head Office and it should be noted that
no agent,salesman
or
representative has authority to accept or give a receipt
for the payment of
invoices.
- The Company reserves the right to withdraw
credit facilities at any time
without giving a reason and thereafter all transactions
between the Purchaser
and 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.
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5.Carriage/Delivery/Off-Loading.
- 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 installments
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.
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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.
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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 20%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.
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8.Title.
- 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.
- 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.
- 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.
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9.Warranties and Limit of Liability.
- The conditions and warranties set out in Sections
13,14 and 15 Sale of
Goods Act 1979 and Sections 12,13,14,15 and 16 Supply
of Goods and
Services Act 1982 are hereby expressly excluded from
contracts made under
these terms and conditions.
- n 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.
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10.Minimum Order Charge.
- The Company reserves the right to apply a minimum
order charge of £10
(£5 for orders placed at the counter)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 £20
excluding value added
tax and delivery charges.
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11.Sales Ex. Stock.
Goods offered ex-stock are subject to prior sale.
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12.Cancellation.
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.
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13.Installation/Contract Work.
- The Company's offer does not provide for the
unloading of equipment
upon arrival at site.The Purchaser is expected
to have suitable unloading
equipment including all necessary lifting equipment
and labour.The Purchaser
will reimburse the Company for any loss or
damage suffered as a result of
the Purchaser's failure to comply with this
condition.
- The Company reserves the right
to render an interim invoice or invoices in
respect of work done up to the date of such
invoice or invoices at any time
during the term of any contract for the provision
of services or installation
work and each such invoice shall be payable
in accordance with the terms of
clause 4(c)hereof.
- If interruptions in the initial
work programme are experienced then the
Company will charge for the additional journeys
to and from site at normal
day work rates to include labour,mileage,accommodation
and plant hire
plus any other loss,damage or expenses incurred
as a result of the
interruption.
- The Company shall not be liable
for any loss,damage or expense suffered
by the Purchaser if any contract is not completed
within the time provided in
the contract.It should be noted that although
the Company will endeavour to
complete contracts within any time limits given,these
are estimates only.
- Where drawings
are supplied by the Purchaser to quote against the subsequent quotes
submitted by the Company to the Purchaser are on the
basis of "as supplied"drawings
and the Company shall not be liable
for any
loss damage or expense arising out of a defect
or inaccuracy in the drawing
supplied. Further the Purchaser shall reimburse
the Company for any
additional work required to be done by the
Company to rectify such defect
or inaccuracy on the basis set
out
in sub-clause
(c)above.
- The company will not
carry out any work additional
to that originally
quoted unless the Purchaser gives
a
variation
order
in writing to cover the charges
for such work and undertake to
pay for such
additional work on the basis
set out in sub-clause (c)above.
- The Company does not accept
responsibility for gaining
access to the
working area except as regards obstructions
specifically brought to the
Company's attention by the Purchaser at
the time of quotation and
specifically noted in the quotation.If access to the
working area is blocked or
prevented by any means not specifically
mentioned in
the quotation the Company will
provide such necessary equipment
and additional
labour to obtain access
upon the receipt of a written variation
order
from the Purchaser to pay for
such additional work on the
basis set out
in the sub-clause (c)above.
- The
Purchaser shall be liable for and shall indemnify
the Company
against
any liability,loss,claim or proceedings
whatsoever arising under
any statute
or at common law in respect of any
personal injury to or the death of any
person whomsoever arising
out of or in the
course of or caused by the
carrying out of the work
on site by the
Company unless
due to any act or neglect
of the Company or of any person
for whom the
Company is responsible.
- The
Purchaser shall be liable for and shall indemnify
the
Company against
any expense liability,loss,claim
or proceedings in respect of
any injury or
damage whatsoever to any
property real
or personal in so far as
such injury
or damage arises out of
or in the course of
or by reason of the carrying
out of the works on site
unless the
same shall
be
due to any act or neglect
of the Company or of any
person
for whom
the Company
is responsible.
- Without
prejudice to the Purchaser's liability
to
indemnify the Company
pursuant to sub-clauses (h)and
(i)of this condition 13 the Purchaser
shall
maintain and shall cause
any sub-contractor to
maintain such insurances as
are necessary to cover the liability of the
contractor and any sub-contractor
in respect of personal
injuries or death or
damage to property real
or personal arising out
of or
in the course
of or caused
by the carrying out of
the contract work for
which the
Purchaser
is liable pursuant
to this clause 13 and
further the Purchaser shall be
responsible for a
warrant that the site
at which
any
contract work is to be carried
out shall be fully in accordance
with
the provisions
of all statutes,regulations,statutory
instruments,codes
of practice or other
provisions whatsoever relating to
the carrying on of works
on such
a site and
in particular observes
all safety regulations
in relation thereto.The
Purchaser shall indemnify
the Company
against any expense,liability,loss,claim
or
proceedings arising from a breach
of this
condition.
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14.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.
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