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TERMS AND CONDITIONS OF SALE Definitions
1. Effect These Conditions shall apply to the sale of all Goods and Services by the Company and shall prevail over any inconsistent terms or conditions as referred to in the Purchasers order or correspondence or elsewhere unless specifically agreed to in writing by the Company and any conditions or stipulations to the contrary are hereby excluded or extinguished 2.Quotations All quotations by the Company are subject to these Conditions. A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company’s acceptance of the Purchasers Order. Unless previously withdrawn quotations are open for acceptance within the period stated therein or where no period is stated, within 30 days after its date. All Goods are offered subject to their availability upon receipt of purchase order 3. Acceptance The Contract will only be deemed to be in effect on the receipt, by the Purchaser, of an acknowledgement order confirming the Goods to be supplied, price prevailing and anticipated delivery date. 4. Terms of Payment Unless otherwise stated within the Contract or otherwise mutually agreed in writing payment will be made 30days from the invoice date. Value Added Tax (VAT), where applicable, shall be shown separately on all invoices as a strictly net extra charge. The Company reserves the right to add interest and collection costs for late payment under the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and without notice to suspend further deliveries until all arrears (including interest) have been paid and at the Company’s option cancel any subsisting Contracts with you without prejudice to any rights already accrued to the Company under such Contracts. 5. Carriage All Goods are quoted ‘ex-works’. Carriage costs will be charged as an addition on all Goods delivered to the Purchaser at a standard despatch service rate. A premium despatch service is available, if requested by the Purchaser, chargeable at cost. 6. Quality The Goods shall be free from defects in material and workmanship. The Goods shall conform to such specifications, drawings, descriptions and samples as referred to in the Contract or will comply with recognised industrial standards. The Purchaser shall rely on his own skill and judgement as to the suitability of all of the Goods offered and supplied as being fit for purpose for use under any specific conditions. The Company operates a policy of continuous product improvement and reserves the right to alter or amend details of the technical specification in the Contract without notification. 7. Delivery Date The date of delivery of the Goods shall be as specified within the acknowledgement order. 8. Incorrect Delivery All Goods shall be delivered to the delivery point as specified in the Contract unless otherwise agreed in writing between the Company and the Purchaser. The Purchaser will be responsible for any additional charges incurred for incorrectly delivered Goods, which will include retrieval and onward delivery. 9. Loss or Damage in Transit The Purchaser shall notify the Company of any loss or damage within the following time limits: I) Partial loss, damage or non delivery of any separate part of a consignment shall be advised within 5 days of the specified delivery date. II) Non-delivery of a whole consignment shall be advised within 10 days of specified delivery date. The Company shall make good free of charge (at the Company’s option) to the Purchaser any loss or damage or defect in the Goods where notice is given in compliance with these conditions. The Company shall, upon request, furnish for each consignment a qualified signature on any delivery or consignment note from the Carrier as proof of delivery. 10. Passing of Title, Property and Risk Risk of damage to or loss of the Goods shall pass to the Purchaser upon delivery. The title and property will remain with the Company until full payment for the Goods or such part thereof is received. 11. Patent Rights The Purchaser will indemnify and hold the Company harmless against any claim or infringement of any Patent, Invention, Article, Process, Registered Design, Trade Mark, Intellectual Property Right or Copyright by the use or sale of any article supplied by the Company to the Purchaser and against all costs, expenses, liabilities, loss or damages the Company may incur in any action for such infringement for which the Company may become liable as a result of any work undertaken in accordance with the Purchasers specification or instructions. 12. Force Majeure Neither party shall be liable for failure to perform its obligations, if such a failure results from circumstances which could not have been contemplated and which are beyond either party’s reasonable control. The interpretation of ‘Force Majeure’ under this clause shall mean, but not be limited to the following, any act of God, war, civil disturbance, fire, flood, riot, strike, lock-out, trade dispute or labour disturbance, act of terrorism or other circumstances affecting the provisioning of Goods or raw materials. 13. Limitations of Liability Notwithstanding anything to the contrary contained herein, whether the Contract continues in force or not, the Company shall not be liable for any loss of contracts, profits or business, or for any additional operational costs or other indirect or consequential loss whatsoever or howsoever caused. 14. Warranty The Company shall repair or replace (at the Company’s option) all goods, free of charge, which are or become defective within 12 months of purchase where such defects occur under proper use and are due to faulty workmanship, materials, manufacture or design. 15. Insolvency and Bankruptcy If the Purchaser becomes insolvent or bankrupt or, being a company, makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or restructure). The Company may, without prejudice to any other of its rights, terminate the Contract forthwith by notice to the Purchaser or any person in whom the Order may have been vested. 16. Termination The Purchaser may suspend or cancel the Contract only with the written consent and agreement of the Company and in terms, which will indemnify the Company against any expenses incurred, should the Vendor commit a breach of contract. 17. Variation No variation to any of these terms and conditions, deliveries, price quantity quality and specifications will be accepted without written consent from the Company. In the absence of any written acceptance of the terms and conditions by the Purchaser, any performance by the Company shall constitute acceptance of the foregoing conditions. 18. Law These conditions shall be subject to English Law and the jurisdiction of the English High Court. |
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