Terms and Conditions
1. ORDERS:Orders are accepted subject to the following conditions to the exclusion of all others. No variation of these terms or conditions shall be binding on the Seller unless such variation be specifically agreed to in writing under the signature of one of the Directors of the Sellers. The Seller’s Employees or Agents are not authorised to make representations concerning the Goods unless confirmed by the Seller in writing; in entering into the Contract the Buyer acknowledges that it does not rely upon, and waives any claim for breach of, any such representations which are not so confirmed. Any advice or recommendation given by the Seller or its Employees or Agents to the Buyer or its Employees or Agents as to the storage, application, or use, of the Goods which is not confirmed in writing by the Seller, is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2. SPECIFICATIONS:The specifications quoted in the Seller’s catalogues are correct at the time to going to press; however the Seller’s policy is one of continuous product improvement and although where practicable the Seller will give the Buyer notice and details of alterations and improvements, this is not always possible and the Seller does reserve the right to make alterations or improvements without notice.
3. ORDERS:No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative. The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
4. PRICES:All quotations and offer prices are exclusive of Value Added Tax which will be added to all invoices at the rate applying at the appropriate Tax Point. The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any Foreign Exchange fluctuation, currency regulation, alteration of duty, significant increase in the cost of labour, materials, or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer or failure of the Buyer to give the Seller adequate information or or instructions). The Seller reserves the right to charge interest (both before and after any Judgement) on any account not paid according to the Seller’s terms of payment such interest to be at the rate of 2½% per month or part month overdue. Interest will be added to statements and any interest due and unpaid will be left as an outstanding overdue balance. The Seller reserves the right to add to any overdue account the costs incurred by the Seller in collecting the account through any third party acting on the Seller’s behalf.
5. TERMS:Accounts are due for payment not later than the end of the month following the month of despatch. The Seller reserves the right to suspend manufacture or delivery of any orders from any Buyer whose account is overdue.
6. DELIVERY:Any date or time named by the Seller for delivery is an estimate only and the Seller shall not be liable for damages or otherwise for any loss occasioned by delivery after such estimated dates where this is due to circumstances referred to in sub-paragraph 6.2 of this condition and the Buyer shall not be entitled to cancel the order merely because of such delay. No responsibility is accepted for delay caused by war, force majeure, restraint or control by government, strikes, lockouts, disputes, breakdown, accidents to or breakdown or failure of works, plant or machinery or any other circumstances beyond the control of the Seller or the Buyer respectively, which affect or interfere with production or delivery of goods sold, and the Seller reserves the right to cancel or suspend orders or deliveries or to make partial deliveries only on the occurrence of any such eventualities. 6.3 Offers of Goods ex-stock are subject to the Goods being unsold at the time of acceptance. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. If the Seller fails to deliver the Goods for any reason other than: (i) any cause mentioned in sub-paragraph 6.2 of this condition; or (ii) the Buyer’s fault and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods. Notwithstanding anything to the contrary in these conditions where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to ten per cent more or ten per cent less than the quantity ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.
7. NOTIFICATION OF LOSS OR DAMAGE IN TRANSIT:In The case of any apparent damage or non-conformity with the Order, notification of the nature and extent of such damage or non-conformity must be received by the Seller within 3 days of delivery. Notification of non-delivery of the whole or any separate part of a consignment must be received by the Seller within 24 hours of the time of delivery advised by the Seller to the Buyer. Damage, defects or loss to one instalment of an Order shall not entitle the Buyer to refuse or to cancel the remaining instalments of the Order. Custom manufactured products are not returnable. The Buyer shall not return any catalogue goods to the Seller without the prior written consent or request of the Seller (Any Goods returned to the Seller without such consent will be at the sole risk of the Buyer). A restocking charge of 20% of the Contract Price of the Goods returned will be payable by the Buyer.
8. OWNERSHIP:Risk of damage to or loss of the Goods shall pass to the Buyer:
- in the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection: or
- in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9. DETERMINATION OF CONTRACT:This clause applies if:
- the Buyer shall make default in, or commit a breach of the Contract or any other of his obligations to the Seller; or
- the Buyer makes any voluntary arrangement with its Creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
- an encumbrancer takes possession or a Receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases, threatens to cease, to carry on business; or
- Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10. SPECIAL ITEMS:If the Goods are to be manufactured or any processes are to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss, damage, costs, and expenses awarded against or incurred by the Seller in connection with or paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification. The Buyer warrants that copyright in all drawings, tools, dies or other materials supplied to the Seller for the purpose of any Contract is the property of the Buyer and that the manufacture of products in accordance with any such drawings and/or using any such dies tools or other materials will not constitute an infringement of copyright, registered design, patent or other rights owned by any third party.
11. WARRANTIES AND LIABILITY:Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specifications at the time of delivery and will be free from defects in the material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery whichever is the first to expire. The above warranty is given by the Seller subject to the following conditions:
- The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer;
- the Seller shall be under no liability in respect of any defect arising from fair wear or tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Seller’s approval;
- The Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
- the above warranty does not extend to parts, materials, or equipment, not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of such warranty or guarantee as is given by the manufacturer to the Seller.
- within the period allowed for making claims by the carriers’ conditions; or
- if sooner or if there are no carriers’ conditions involved then within seven days from the date of delivery; or
- (iii) (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.