Terms & Conditions of Sale
(Unless otherwise agreed in writing)1. GENERAL
(1) All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other conditions whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the Company in writing.
(2) Quotation shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time without prior notice.
(3) Quotations relating to goods in stock at the time of Quotation are only valid in so far as such goods remain unsold at the date of receipt of the Customers order.
(4) If any statement or representation has been made to the Customer upon which the Customer relies, other than in the documents enclosed with the Company’s Quotation, the Customer must set out the statement or representation in a document to be attached to or endorsed on its Order, in which case the Company may clarify the point and submit a new Quotation.
(1) Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the Order for failure for any cause to meet any delivery time stated.
(2) Delivery terms are CPT. The Customer is responsible for unloading the delivery vehicle.
(3) The Company will endeavor to comply with reasonable requests by the Customer for postponement of delivery, but shall be under no obligation to do so. Where postponement is agreed by the Company in writing the Customer shall pay all costs and expenses including a reasonable charge for storage occasioned thereby.
3. RISK AND TITLE
(1) Risk shall pass to the Customer on delivery.
(2) Title in the goods shall pass to the Customer when payment in full has been made under the Contract and the Customer shall permit the servants or agents of the Company to enter onto the Customer’s premises and to re-possess the goods at any time prior thereto.
4. QUANTITIES AND DIMENSIONS
(1) In respect of all goods sold by weight, the weight quoted are subject to a margin of error in delivery of 2½%.
(2) The Company reserves the right to alter or change dimensions of the goods supplied within reasonable limits, having regard to the nature of the goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required.
(1) Cancellation of an order can only be accepted by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss or damage including loss of profit resulting to the Company by reasons of such cancellation (as to all of which the Company’s Certificates shall be final and conclusive) will be reimbursed by the Customer to the Company forthwith.
(1) All prices are quoted net ex works and are subject to fluctuation in the event of any increase in the cost of labour due to National Awards or increases in the cost of materials and overheads, any increases in such costs from the date of quotation to the date of delivery will be added to the quoted price.
(2) In the event of any suspension or interruption of the manufacture or supply of the goods to be supplied due to the Customer’s instructions or lack of instruction or failure by the Customer to observe any of the provisions of these Conditions, or in the event of any variation in or addition to the goods to be supplied being required by the Customer, a reasonable addition shall be made to the purchase price quoted.
(3) The cost of carriage and packaging is included unless otherwise stated.
7. TERMS OF PAYMENTS
(1) Unless otherwise agreed by the Company in writing, the terms of the payment shall be net cash account – due and payable on the 20th day of the month following the month in which the goods were dispatched, or would have been dispatched save for postponement otherwise than due to default on the part of the Company.
(2) In the event that payment is not made by the Customer on or before the due date of payment, then the Company shall (without prejudice to the right of the Company to enforce payment forthwith) pay interest on the amount outstanding at the rate of 4% per annum above Bank of England Base Rate at the relevant time from the due date of payment until payment is made by the Customer.
(3) No disputes arising under the Contract nor delays beyond the control of the Company shall interfere with prompt payment by the Customer.
(1) Materials and goods supplied under inspection and passed by the Inspector appointed shall not afterwards be returnable. All inspection and testing shall be at the Company’s works and must be final. This condition shall override all other conditions contained herein.
9. SHORTAGES AND DEFECTS APPARENT ON INSPECTION
(1) The Customer shall have no right in relation to or claim for shortages or defects apparent on inspection unless:
(i) The Customer inspects the goods supplied immediately on arrival at the Customer’s premises.
(ii) A written complaint is sent to the Company within 7 days of delivery specifying the shortage or defect and a written complaint is sent to the carrier within 3 days of delivery,
or such longer period as the carriers conditions may permit and;
(iii) The Company is given the opportunity to inspect the goods before any use is made thereof or any alteration or modification is made thereto by the Customer
(2) If a complaint is not made to the Company as provided by this condition then the goods shall be deemed to be in all respects in accordance with the Order.
(1) The Company will use every effort to manufacture and deliver the goods in a sound and workmanlike manner and agrees in the case of goods supplied by the Company being accepted by its defective or faulty (fair wear and tear or damage due to mistreatment excepted) to deliver replacements or at its option to repair such faulty goods provided that the defect or fault is notified to the Company in writing either in case of defects apparent on inspection in accordance with Condition 9 hereof or in any other case within 6 months of the date of delivery by the Company. The Company reserves the right before replacing goods to inspect them under working conditions.
(2) The Company shall not be liable under sub clause 10.1 hereof to replace or repair any goods which become defective or faulty as a result of the Customer using materials which do not comply with the specifications approved by the Company.
(3) The Customer shall not be entitled to any claim or settlement in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company.
(4) Save as otherwise provided by these Conditions of Sale Sections 13-15 of the Sale of Goods Act 1979 are to be implied into this Contract.
(1) Save where the Company is shown to have failed to exercise reasonable care in the manufacture and supply of the goods the Company shall not be liable in any circumstances in respect of death or personal injury and under no circumstances whatsoever shall the Company be liable for consequential loss, loss of profits or damage to property.
(2) The Company’s liability whether in respect of one claim or the aggregate of various claims for death or personal injury due to negligence on the part of the Company shall not exceed the purchase price payable by the Customer under the Contract, and the Customer agrees to insure adequately to cover such claims in excess of such amount.
(1) All drawings, documents and other information supplied by the Company are supplied on the express understanding that the Customer will not without the written consent of the Company.
(i) Give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof.
(ii) Use them in any way except in connection with the components for which they are issued.
(2) The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of components to the drawings and specifications of the Customer or where it is alleged that they involve an infringement of a Patent. Registered Designed Copyright or Design Copyright or other exclusive right.
13. DATA AND TECHNICAL INFORMATION
The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly the information contained in the Company’s Publications is provided for general guidance only and forms no part of the Contact unless expressly agreed in writing. The Customer should obtain specific recommendations and advice from the Company regarding the uses and attributes of the Company’s products.
The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations hereunder.
If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of re-construction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or Undertaking the Company shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
16. FORCE MAJEURE
The Company shall be under no liability for any delays, loss or damage caused wholly or in part by Act of God, governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not or by reason of any act, matter of things beyond the reasonable control of the Company.
The Contract shall be governed and interpreted exclusively according to the Law of England.