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Terms of Trading
1.
Price
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 Our quotations lapse after 30 days (unless
otherwise stated).
1.3 The price quoted excludes delivery (unless
otherwise stated).
1.4 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.
1.5 Rates of tax and duties on the goods will be
those applying at the time of delivery.
1.6 At any time before delivery we may adjust the
price to reflect any increase in our costs of supplying the goods.
2. Delivery
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 If for any reason you fail to accept delivery of
any goods when they are ready for delivery, or we are unable to deliver
the goods because you have not provided adequate instructions, or if
you do not collect the goods by the date we give for collection, we may:
2.4.1 treat the goods as having been delivered on that day (for the
purposes of risk, inspection and payment); and
2.42 charge you for the storage or
redelivery of those goods.
2.5 We may deliver the goods in installments.
Each installment is treated as a separate contract.
2.6 We may decline to deliver if:
2.6.1 we believe that it would be unsafe, unlawful or
unreasonably difficult to do so; or
2.6.2 the premises (or the access
to them) are unsuitable for our vehicle.
2.7 We may deliver in quantities of 5% more or less
than the quantity ordered and charge you for the quantity actually
delivered.
2.8 You must provide appropriate equipment and manual
labour for unloading the goods at the delivery point. If our
delivery vehicle is kept waiting for an unreasonable amount of time, is
obliged to return without completing delivery or if we provide
additional staff to unload goods an additional charge will be made.
2.9 If you are collecting goods from us you are
responsible for the size, weight and positioning of any load on your
vehicle and must ensure that your vehicle is sufficiently equipped to
enable safe loading.
3. Risk
3.1 The goods are at your risk from the time of
delivery.
3.2 Delivery takes place either:
3.2.1 when the goods are loaded at our premises (if
you are collecting them or arranging carriage); or
3.2.2 when the goods are unloaded at your premises or
address specified by you (if we are arranging carriage).
3.3 You must inspect the goods on delivery. If
any goods are damaged or not delivered, you must write to tell us
within three days of delivery or the expected delivery time. You
must give us (and any carrier) a fair chance to inspect the damaged
goods. If you fail to notify us in accordance with these
requirements, you will not be entitled to reject the goods and will be
deemed to have accepted the goods in accordance with the contract.
4. Payment terms
4.1 You are to pay us in cash or in cleared funds on
delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment
is due no later than 30 days after the date of our invoice unless
otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date we
may:
4.3.1 suspend or cancel future deliveries;
4.3.2 cancel any discount offered to you;
4.3.3 charge you interest at the rate set under s.6 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 month; and
c. before and after any judgment (unless a court orders otherwise);
4.3.4 claim fixed sum compensation from you under s.5A of that Act to
cover our credit control overhead costs; and
4.3.5 recover (under clause 4.7) the cost of taking legal action to
make you pay.
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 including financing costs and including legal costs on a
full indemnity basis) following any breach by you of any of your
obligations under these terms.
5. Title
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:
5.4.1 at any time, to inspect
them; and
5.4.2 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. Warranties
6.1 We warrant that the goods:
6.1.1 comply with their description on our order
confirmation form; and
6.1.2 are free from material defect at the time of
delivery (as long as you comply with clause 6.3).
6.2 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.
6.3 If you believe that we have delivered goods that
are defective in materials or workmanship, you must:
6.3.1 inform us (in writing), with full details, as
soon as possible; and
6.3.2 allow us to investigate (we may need access to
your premises and product samples).
6.4 If the goods are found to be defective in
material or workmanship (following our investigations), and you have
complied with those conditions (in clause 6.3) in full, we will (at our
option) replace the goods or refund the price.
6.5 We are not liable for any other loss or damage
arising from the contract or the supply of goods or their use, even if
we are negligent, including (as examples only);
6.5.1 direct financial loss, loss of profits or loss
of use; and
6.5.2 indirect or consequential
loss
6.6 For all other liabilities not referred to
elsewhere in these terms our liability is limited in damages to the
price of the goods.
6.8 Nothing in these terms restricts or limits our
liability for death or personal injury resulting from negligence.
7. Specification
7.1 We reserve the right;
7.1.1 to make any changes in the specifications of
our goods that are necessary to ensure they conform to any applicable
safety or statutory requirements; and
7.1.2 to make without notice any minor modifications
in our specifications we think necessary or desirable.
7.2 You must allow for reasonable variations in the
shade of materials although we will try to ensure that each order is
met with goods from the same batch.
7.3 By supplying goods to you we do not waive any
intellectual property rights (including any design rights) that we may
have in respect of them.
7.4 Unless otherwise stated in writing, no style,
material or design will be exclusive to you.
8. Return of goods
8.1 We will accept the return of goods from you only:
8.1.1 by prior arrangement
(confirmed in writing);
8.1.2 on payment of an agreed handling charge (unless
the goods were defective when delivered); and
8.1.3 where the goods are as fit for sale on their
return as they were on delivery.
9. Export terms
9.1 Clause 9 of these terms applies (except to the
extent that it is inconsistent with any written agreement between us)
where we supply the goods over an international border or overseas.
9.2 The ‘Incoterms’ of the International
Chamber of Commerce which are in force at the time when the contract is
made apply to exports, but these terms prevail to the extent that there
is any inconsistency.
9.3 Unless otherwise agreed, the goods are supplied
ex works our place of manufacture.
9.4 Where the goods are to be sent by us to you by a
route including sea transport we are under no obligation to give a
notice under section 32(3) of the Sale of Goods Act 1979.
9.5 You are responsible for arranging testing and
inspection of the goods at our premises before shipment (unless
otherwise agreed). We are not liable for any defect in the goods which
would be apparent on inspection unless a claim is made before shipment.
We are not liable for any damage during transit.
9.6 We are not liable for death or personal injury
arising from the use of the goods delivered in the territory of another
State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act
1977).
10. Cancellation
10.1 You may not cancel the order unless we agree in
writing (and clauses 2.2.2 and 10.2 then apply).
10.2 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.
10.3 We may suspend or cancel the order, by written
notice if:
10.3.1 you fail to pay us any money when due (under
the order or otherwise);
10.3.2 you become insolvent;
10.3.3 you fail to honour your
obligations under these terms.
11. Waiver and
variations
11.1 Any waiver or variation of these terms is
binding in honour only unless:
11.1.1 made (or recorded) in
writing;
11.1.2 signed on behalf of each
party; and
11.1.3 expressly stating an
intention to vary these terms.
11.2 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.
12. Force majeure
12.1 If 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 cancel or suspend any of our
obligations to you, without liability.
12.2 Examples of those circumstances include act of
God, accident, explosion, war, terrorism, fire, flood, transport
delays, strikes and other industrial disputes and difficulty in
obtaining supplies.
13. General
13.1 English law is applicable to any contract made
under these terms. The English and Welsh courts have
non-exclusive jurisdiction.
13.2 If you are more than one person, each of you has
joint and several obligations under these terms.
13.3 If any of these terms are unenforceable as
drafted:
13.3.1 it will not affect the enforceability of any
other of these terms; and
13.3.2 if it would be enforceable if amended, it will
be treated as so amended.
13.4 We may treat you as insolvent if:
13.4.1 you are unable to pay your
debts as they fall due; or
13.4.2 you (or any item of your
property) become 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.
13.5 All brochures, 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.
13.6 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.
13.7 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.
13.8 The only statements upon which you may rely in
making the contract with us, are those made in writing by someone who
is our authorised representative and either:
13.8.1 contained in our estimate (or any covering
letter) and not withdrawn before the contract is made; or
13.8.2 which expressly state that you may rely on
them when entering into the contract.
13.9.1 Nothing in these terms affects or limits our liability for
fraudulent misrepresentation.
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