1.1
The price quoted excludes
VAT (unless otherwise stated). VAT will
be charged at the rate applying at the time of delivery.
1.2 Unless otherwise stated, the price
quoted is in Pounds Sterling (£).
1.3 Our
quotations lapse after 30 days (unless otherwise agreed).
1.4 The
price quoted excludes delivery (unless otherwise stated).
1.5 Unless otherwise stated, the price quoted is an
illustrative estimate only and the price charged will be our price current at
the time of delivery.
1.6 Rates of tax and duties on the goods will be those
applying at the time of delivery.
1.7 At any time before delivery we may adjust the price to
reflect any increase in our costs of supplying the goods.
2.1 All
delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may
(by informing us in writing) cancel the contract, however:
2.2.1 you may not cancel if we receive your notice
after the goods have been dispatched; and
2.2.2 if you cancel the contract, you can have no
further claim against us under that contract.
2.3 If you accept delivery of the goods after the estimated
delivery time, it will be on the basis that you have no claim against us for
delay (including indirect or consequential loss, or increase in the price of
the goods).
2.4 We may deliver the goods in instalments. Each instalment is treated as a separate
contract.
3.1 We may decline to deliver if:
3.1.1 we believe that it would be unsafe, unlawful or
unreasonably difficult to do so; or
3.1.2 the premises (or the access to them) are
unsuitable for the delivering vehicle.
4.1 You are to pay us in cash (or otherwise in cleared funds)
when you order unless you have an approved credit account.
4.2 If you have an approved business credit account, payment
is due no later than the 30th day of the month following the month in which we
issue our invoice unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the
due date:
4.3.1 we
may suspend or cancel future deliveries;
4.3.2 we
may cancel any discount offered to you;
4.3.3 you
must pay us interest at the rate set for the purposes of s6 of the Late Payment
of Commercial Debts (Interest) Act 1998:
a calculated
(on a daily basis) from the date of our invoice until payment;
b compounded
on the first day of each calendar month; and
c before
and after any judgement.
4.4 If you have an approved credit account, we may withdraw it
or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without
notice.
4.5 You do not have the right to set off any money you may
claim from us against anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your
property in our possession.
4.7 You are to indemnify us in full and hold us harmless from
all expenses and liabilities we may incur (directly or indirectly and including
legal costs) following any breach by you of any of your obligations under these
terms.
5.1 Until you pay all debts you may owe
us:
5.1 1 all
goods supplied by us remain our property;
5.1.2 you
must store them so that they are clearly identifiable as our property;
5.1.3 you
must insure them (against the risks for which a prudent owner would insure
them) and hold the policy on trust for us;
5.1.4 you may use those goods and sell them in the
ordinary course of your business, but not if:
a we
revoke that right (by informing you in writing); or
b you
become insolvent.
5.2 You must inform us (in writing) immediately if you become
insolvent.
5.3 If your right to use and sell the goods ends you must
allow us to remove the goods.
5.4 We have your permission to enter any premises where the
goods may be stored:
a at
any time, to inspect them; and
b after
your right to use and sell them has ended, to remove them, using reasonable
force if necessary.
5.5 Despite our retention of title to the goods, we have the
right to take legal proceedings to recover the price of goods supplied should
you not pay us by the due date.
5.6 You are not our agent.
You have no authority to make any contract on our behalf or in our name.
6.1 The goods are at your risk from the
time of delivery.
6.2 Delivery takes place either:
a at
our premises (if you are collecting them or arranging carriage) and from the
time we tell you that your goods are ready for collection; or
b at
your premises (if we are arranging carriage or delivery) and including any
circumstance in which you wrongfully refuse to accept delivery.
6.3 If
you refuse or fail to take delivery of the goods we shall be entitled to
immediate payment in full for them. We shall be entitled to store such goods
and to charge you for the full costs of the storage and any other costs we may
have incurred as a result of the failure of delivery. Three months after the
end of the period in which the price for the goods would have been due we shall
be entitled to dispose of the goods in any way we decide.
6.4 You must inspect the goods on delivery. If any goods are damaged (or not delivered),
you must write to tell us within five working days of delivery (or the expected
delivery time). You must give us (and
any carrier) a fair chance to inspect the damaged goods.
7.1 We warrant that the goods:
7.1.1 comply
with their description on our acknowledgement of order form; and
7.1.2 are
free from material defect at the time of delivery (as long as you comply with
clause 6.4).
7.2
We give no other warranty
(and exclude any warranty, term or condition that would otherwise be implied)
as to the quality of the goods or their fitness for any purpose.
7.3 If you believe that we have delivered goods which are
defective in materials or workmanship, you must:
7.3.1 inform
us (in writing), with full details, as soon as possible; and
7.3.2 allow
us to investigate (we may need access to your premises and product
samples).
7.4 If the goods are found to be defective in material or
workmanship (following our investigations) and you have complied with those
conditions (in clause 7.3) in full, we will (at our option) replace the goods
or refund the price.
7.5 We are not liable for any other loss or damage (including
indirect or consequential loss, financial loss, loss of profits or loss of use)
arising from the contract or the supply of goods or their use, even if we are
negligent.
7.6 In any event our total liability to you for all claims is
limited to damages equal to the price of the goods.
7.7 Nothing in these terms restricts or limits our liability
for death or personal injury resulting from negligence.
8.1
If we prepare the goods in accordance with your
specifications or instructions you must ensure:
8.1.1 that the specifications or instructions are
accurate;
8.1.2 that goods prepared in accordance with those
specifications or instructions will be fit for the purpose for which you intend
to use them;
8.1.3 that the specifications and/or designs will not
result in the infringement of any rights belonging to a third party.
8.2 If
there is any such claim or threatened claim by a third party in respect of such
specifications or designs you will indemnify us in respect of all loss damage
costs or expenses (including legal fees) which we may incur in connection with
any such claim or threatened claim.
9 Return
of goods
9.1 We
will accept the return of goods from you only:
9.1.1 by
prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge (unless
the goods were defective when delivered); and
9.1.3
where the goods are as fit for sale on their return as they were on delivery.
10.1 Clause
10 of these terms shall apply to exports except where inconsistent with any
written agreement between us.
10.2 Where
the equipment is supplied by us to you by way of export from the United Kingdom
then the ‘Incoterms’ of the International Chamber of Commerce which are in
force at the time of the date when the contract is made shall apply.
10.3 If
there is any conflict between the Incoterms and the terms in these terms of
trading then these terms shall prevail.
10.4 You
are responsible for complying with any legislation or regulations governing the
importation of the equipment into the country of destination and for the
payment of any duties due.
10.5 Unless otherwise agreed between us the
equipment shall be delivered f.o.b to the air or sea port of shipment and we
shall be under no obligation to give a notice under section 32(3) of the Sale
of Goods Act
10.6 You are responsible for arranging the
testing and inspection of the equipment at our premises before shipment except
where otherwise agreed. We are not liable for any defect in the equipment which
would be apparent on inspection unless a claim is made before shipment. We are
not liable for any damage during transit.
10.7
Payment of all amounts due to us shall be
made as stipulated by us.
10.8 We shall have no liability for death or
personal injury arising from the use of the equipment where the equipment is to
be delivered in the territory of another State (within the meaning of s.26 (3)
(b) Unfair Contract Terms Act 1977).
11 Cancellation
11.1 If the order is cancelled (for any reason) you are then to
pay us for all stock (finished or unfinished) that we may then hold (or to
which we are committed) for the order.
11.2 We may suspend or cancel the order, by
written notice if:
11.2.1 you
fail to pay us any money when due (under the order or otherwise);
11.2.2 you
become insolvent;
11.2.3 you
fail to honour your obligations under these terms.
11.3 You may not cancel the order unless we agree in writing (and
clause 11.1 then applies).
12.1 Any waiver or variation of these terms is binding in honour
only unless:
12.1.1 made
(or recorded) in writing;
12.1.2 signed
on behalf of each party; and
12.1.3 expressly
stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or
any that we may issue to replace them).
By placing an order with us, you are expressly waiving any printed terms
you may have to the extent that they are inconsistent with our terms.
13.1 Suppose we are unable to perform our obligations to you (or
able to perform them only at unreasonable cost) because of circumstances beyond
our control. We may then cancel or
suspend any of our obligations to you, without liability,
13.2 Examples of those circumstances include act of God,
accident, explosion, fire, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
14.1 English law is applicable to any contract made under these
terms. The English courts have
non-exclusive jurisdiction.
14.2 If you are more than one person, each of you has joint and
several obligations under these terms
14.3 If
any of these terms are unenforceable as drafted:
14.3.1 it
will not affect the enforceability of any other of these terms; and
14.3.2 if
it would be enforceable if amended, it will be treated as so amended.
14.4 We may treat you as insolvent if:
14.4.1 you
are unable to pay your debts as they fall due; or
14.4.2 you
(or any item of your property) becomes the subject of:
a any
formal insolvency procedure (examples of which include receivership,
liquidation, administration, voluntary arrangements (including a moratorium) or
bankruptcy);
b any
application or proposal for any formal insolvency procedure; or
c any
application, procedure or proposal overseas with similar effect or purpose.
14.5 All
brochures, websites, catalogues and other promotional materials are to be
treated as illustrative only. Their contents form no part of any contract
between us and you should not rely on them in entering into any contract with
us.
14.6 Any
notice by either of us which is to be served under these terms may be served by
leaving it at or by delivering it to (by first class post or by fax) the
other’s registered office or principal place of business. All such notices must be signed.
14.7 No
contract will create any right enforceable (by virtue of the Contracts [Rights
of Third Parties] Act 1999) by any person not identified as the buyer or
seller.