Terms & Conditions
1. All quotations and contracts between the Company and its Customers shall be subject to these Terms and Conditions to the exclusion of any others that a Customer may seek to impose. No variation is permissible unless agreed to in writing by an authorised representative of the Company.
2. Prices are based on costs at the date of first quotation. If between then and the actual date of supply there is any variation in the costs of materials, labour, overhead expenses, transport or any other costs connected with the manufacture or delivery of the goods the Company shall be entitled to vary the price in proportion to such variation.
3. Orders may not be cancelled in whole or in part without the Company’s written consent.
4. Order completion dates quoted by the Company are given in good faith but the Company shall not be liable for failure to complete on the specified date or dates. If the contract calls for work to be carried out in instalments each instalment shall be deemed to constitute a separate contract. Any defect in any instalment or failure to complete any instalment shall not give the Customer the right to cancel future instalments.
5. Deliveries of the goods may be totally or partially suspended by the Company during any period in which it may be prevented or hindered from manufacturing, supplying or delivering by normal route or means of delivery through any circumstances outside the control of the Company, including the breakdown of plant, shortage of raw materials and shortage of labour. The Company shall not be under any liability to the Customer through any failure to deliver or complete in such circumstances without prejudice to the generality of the foregoing.
6. The Customer shall indemnify the Company against any costs, claims or expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design, copyright or any other claim resulting from compliance with the Customer’s instructions express or implied.
7. The risk in the goods shall pass from the Company to the Customer at the point of delivery named in the contract and the Company shall have no responsibility in respect of the safety of the goods thereafter. The Customer shall insure the goods to their replacement value and shall forthwith upon request provide the Company with evidence thereof.
8. Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Customer until the Company has received in cash or cleared funds payment in full for all goods delivered to the Customer under this and all other contracts between the Company and the Customer for which payment of the full price of the goods thereunder has not been paid. Payment for the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Customer under which the goods were delivered.
9. A.If any Payment(s) are received from Customer without their relevant invoice details being disclosed, then Company may use the same to pay off any other debt(s) owed by the same Customer in chronological order.
B. The Customer shall store the Company’s goods separately from all other goods and shall clearly mark them as remaining the property of the Company and maintain them in a satisfactory condition.
C. The Customer shall not (i) Pledge the goods or their documents of title or allow any lien to arise on the goods (ii) Deal with or dispose of the goods or their documents of title other than by a sale to an independent purchaser buying for the full value in the ordinary course of the Customer’s business (iii) Hold itself out as the Company’s agent in respect of the goods.
D. If the Customer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to immediate return of all goods sold to the Customer or their documents of title in which the property has not passed to the Customer and the Customer hereby authorises the Company to retake, sell or otherwise deal with all or any of the goods or documents and to enter any premises of the Customer for that purpose. Demand for or recovery of the goods or documents by the Company shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the goods or the Company’s right to sue for the whole of the price.
10. Time of payment shall be of the essence of the contract. Unless otherwise agreed in writing, all prices are strictly net cash payable 30 days after date of invoice. Accounts not paid by the due date shall be liable to bear interest from the expiration of such date at 5% per annum above the Bank of England minimum lending but not less than 5% per annum. Payment of accrual of interest shall neither prejudice proceedings for recovery of any account due nor prejudice any other right the Company may have.
11. No deductions from its account will be allowed by the Company unless it has agreed to them in writing.
12. The Customer must advise the carrier and the Company in writing (otherwise than by a qualified signature on the Carrier’s delivery note) within the following time limits (a) Partial loss or damage of any separate part of a consignment – within 3 days of the delivery of the consignment or part of the consignment (b) Non-delivery of whole or part of a consignment – within 3 days of despatch.
13. All claims against the Company arising out transactions governed by these Conditions shall be made within one month from the date of invoice. The Company shall not be liable for any defect of any kind of which it has not been notified in writing by such date. The Company shall not be bound in any way by any settlement between the Company and the Customer, or by any survey or award as between them unless the Company has agreed or been party thereto. In no other case shall a claim be entertained unless the Company has been given an opportunity of examining the goods, carrying out suitable rectification work, and unless, before the goods were disposed of, an understanding in regard thereto had been reached and confirmed in writing.
14. In the event that Company has a right of lien over any goods Company shall have the express right to (a) Put any such goods into a saleable state (ii) To sell such goods upon such terms as Company sees fit and (iii) To retain from the proceeds of sale sufficient to pay all monies due form Customer to the Company (including an costs incurred in putting the goods into a saleable state and the expenses of the sale).
15. The Company does not offer its goods on a sale or return basis. Returns will only be accepted if expressly agreed to by a Director of the Company.
16. The Company shall not be liable for any loss or damage howsoever arising, and under no circumstances will the Company be liable for any consequential loss, including loss of profit, loss of business, damage to goodwill, reputation or interest suffered or incurred directly or indirectly from any breach of contract, negligence (save death or personal injury) or breach of statutory duty by the Company, its servants or agents save for fraud or fraudulent misrepresentation.
17. The goods delivered hereunder are not delivered subject to any term or condition in respect of their merchantable quality or fitness for purpose or otherwise and any such terms or conditions which may be implied by statute or otherwise are hereby specifically excluded to the fullest extent permitted by law.
18. If any provision herein shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, the same shall to that extent be deemed not to form part of these terms and conditions but the validity and enforceability of the remainder shall not be affected.
19. The above terms and conditions shall be construed in conformity with English Law and unless otherwise arranged be subject to the exclusive jurisdiction of the English Courts.
