2.1These Conditions apply to all contracts for the sale of Goods by the Seller and supersede any previous Conditions of Sale published by the Seller. No additions or modifications to our terms and conditions inconsistent with these Conditions shall be binding upon the seller unless expressly agreed by the Seller in writing.
2.2All brochures, catalogues, price lists and other advertising or descriptive material submitted to the Customer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall not form part of the Contract. The Seller reserves the right to make minor alterations to the design specification or construction of the Goods without prior notification to the Customer.
2.3Under no circumstances will the Seller be liable for technical information, recommendations, statements or advice (hereinafter together referred to as « information ») whether oral or in writing furnished by the seller, its servants or agents before a contract of sale is made, where that information is given in reliance on information published or provided by an independent company or person.
2.4The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Seller against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with this Clause.
3.QUOTATION AND ORDERS
3.1No contract for the supply of Goods will be created by the acceptance of a quotation or by an order by the Customer until the Seller acknowledges such acceptance or order (either verbally in writing) or commences work on the order.
3.2If the Seller provides a quotation such quotation is only open for a period of 30 days and (without prejudice to clause 3.1) the Seller reserves the right to refuse to accept any order based upon a quotation unless an order is made within such period.
3.3.1If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with specification submitted by the customer, the Customer shall indemnify the Seller against all losses, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Customer’s specification.
3.3.2The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to specification, which do not materially affect their quality or performance.
4.PRICE AND PAYMENT TERMS
4.1Subject to clause 4.2.2 all prices charged are those current at the time of despatch of the goods. All prices are inclusive of carriage (subject to clause 7.1) but exclusive of VAT.
4.2.1Payment for the Goods shall be due and payable in POUNDS STERLING by the last day of the month following that in which the goods have been dispatched.
4.2.2A discount (as specified in the Sellers price list) of the price (exclusive of VAT and delivery charges) shall be allowed if payment is made by such date. No discount shall be allowed on any payment made after that date and the Seller reserves the right to charge interest at 3% above The Royal Bank of Scotland plc’s base lending rate for the time being on any overdue payments until repaid in full.
4.3The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.
4.4Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer under the terms of the Contract will be paid in full then the Seller reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the Customer.
4.5The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred as a result of such suspension.
4.6Where payment requested in accordance with this clause is not received within 30 days of demand, the Seller reserves the right to sell or dispose of the goods produced for the Customer and to recover any additional loss from the Customer.
5.1.1Legal ownership of the Goods is to remain vested in the Seller until the Goods have been paid for in full;
5.1.2If the Customer obtains possession of the Goods prior to such payment, the customer shall hold the goods in a separate and identifiable form as bailee and fiduciary agent for the Seller;
5.1.3Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the customer’s premises for that purpose if necessary) with or without and without liability and, at its option, to avail itself of any other legal remedy;
5.1.4The Seller shall have the right to sell the Goods once they have been re-possessed under this condition.
5.2Notwithstanding this clause 5, the Seller shall be entitled to maintain an action for the price of the Goods at any time after the date when payment is due.
5.3If prior to payment in full being made the Goods become commingled with similar goods belonging to the Customer and/or any third party the customer shall hold the Seller’s proportion of the commingled Goods or their proceeds of sale on trust for the Seller. The Seller shall be treated as a tenant-in-common of the commingled goods and the Customer shall hold as trustee for the Sellers’ proportion and (if the commingled goods have been sold) pay to the seller its due proportion of the proceeds of the sale.
6.PERFORMANCE AND FORCE MAJEURE
6.1The Seller shall take all reasonable steps to perform its obligations and deliver within the time specified, but such times are estimates only. The Seller shall not be liable for expenses losses or damages caused by late performance or delay in delivery and such late performance or delay shall not entitle the Customer to rescind the contract.
6.2Without prejudice to the above, the Seller shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by break-down or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient skilled labour or any other cause or causes beyond the reasonable control of the Seller.
7.RISK CARRIAGE PACKAGING AND STORAGE
7.1Subject to the Seller agreeing the place and method of delivery in writing, the cost of delivery will be paid by the Seller on all orders over the sum specified in the Seller’s price list from time to time and all orders less than such sum will be subject to a « small order » processing charge. In the event that the Seller does not agree the place and method of delivery the Seller shall be entitled to charge for the cost of delivery.
7.2Unless the Customers specifies otherwise, the Seller reserves the right in its absolute discretion to choose the means of carriage to the Customer. Any such specific instructions must be given to the Seller at the time of order and where such specific instructions are given the Seller reserves the right to charge for delivery.
7.3The risk of any loss, damage to or deterioration of the Goods shall pass to the Customer upon delivery or attempted delivery (in accordance with clause 7,4) of the Goods.
7.4Once the goods are ready for delivery the Seller shall be entitled to invoice and be paid for the Goods as if they had been delivered if for any reason the Customer does not accept delivery. In such circumstances the Seller may arrange storage for the Goods and the cost of storage will be added to the Contract price.
7.5Where 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 Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
8.TERMS AND REPRESENTATIONS
8.1The Seller shall have no liability for damages to, deterioration in or partial loss of the goods in transit or shortfall in delivery unless:-
8.1.1If the matter should have been apparent on a reasonable examination on delivery, the Customer gives written notice to the Seller within 10 days of delivery.
8.1.2If the matter should not have been apparent on a reasonable examination on delivery, the Customer gives written notice to the Seller within 3 days of delivery.
8.2The Seller agrees to repair or (at its discretion) replace or (at its discretion) issue a credit note in respect of goods which are found to be defective by reason of faulty material and workmanship and which are returned to the Seller within ten years of delivery or within 2 years of delivery for mains related electronic and electronic products providing that each of the following are satisfied:
8.2.1Notification of any defect is given to the Seller as soon as reasonably practicable after becoming apparent to the Customer;
8.2.2The Goods have only been operated under normally operating conditions and have only been subject to normal use;
8.2.3No work whatsoever (other than normal and proper maintenance) has been carried out to the Goods without the Seller’s prior written consent;
8.2.4The Goods have been assembled or incorporated into other goods by a qualified and recognised electrician and only in accordance with any instructions issued by the Seller;
8.2.5The defect has not arisen from an item manufactured or supplied by a person other than the Seller.
In respect of any item manufactured by a person other than the Seller, the Customer shall only be entitled to the benefit of any warranty or guarantee provided by such manufacturer to the Seller.
8.3To the extent that the Seller is held legally liable to the Customer for any breach of contract or tort or other act, default, omission or statement, the Seller’s liability for the same shall not exceed the price received by the Seller for the Goods;
8.4.1To the extent allowed by law the Seller’s liability under these conditions shall be to the exclusion of all other liability to the Customer whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied by statute, at common law or otherwise are hereby excluded. In particular (but without limitation to the foregoing) the company gives no warranty regarding the fitness for purpose, performance, use, nature of merchantable quality of the goods, whether express or implied by statute, by common law or otherwise.
8.4.2Without prejudice to the above, the Seller shall not be liable to the Customer for loss of profit, business, contracts, revenues, or anticipated savings or any special indirect or consequential damage of any nature.
8.5If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if the Seller thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions limitations or provisions set out in Condition 8.
8.6The Customer shall fully indemnify the Seller against all losses, damages, costs, actions, claims, demands, fees and other expenses (legal or otherwise) the Seller may incur in consequence of the Goods being (whether in whole or in part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of such a claim was directly caused by an act or omission of the Seller.
9.1The Seller shall, at its option, be entitled by notice to terminate all or any of its Contracts with the Customer and recover all expenses, losses and damage resulting to the Seller including (but without limitation to) loss of profit or other consequential loss if:
9.1.1(a) the Customer has a bankruptcy petition presented against him or a bankruptcy order is made;
(b) the Customer makes or seeks to make any composition or arrangement with his creditors or the Customer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of Section 286 Insolvency Act 1986);
(c) a receiver or administrative receiver is appointed over any of the customer’s assets or an encumbrance takes possession of any of the customer’s asset or any of the Customer’s property is taken in execution or process of law;
(d) a petition is presented or any order is made or resolution is passed for the winding-up of the Customer or a petition is presented or an order is made for an administrative order to be made in relation to the Customer (meaning of Section 123 Insolvency Act 1986); or
9.1.2The Customer fails to make any payment owed to the Seller on the due date; or
9.1.3The Customer is in material breach of the terms and conditions of any contract with the Seller (including breach of these Conditions).
10.1If any property of whatsoever nature of the Customer is used in connection with the Goods the Customer shall indemnify the Seller for any loss or claim suffered by the Seller as a result of using such property. If such property has not been removed within three months from the date on which the price becomes payable, the Seller reserves the right to charge a storage fee.
11.1Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be:
11.1.1In writing; and
11.1.2Given to the party for whom it is intended as such party’s registered or main office or last known address; and
11.1.3Given by registered or recorded delivery post and shall be deemed to have been received 3 days after the date of posting.
12.1The Contract shall be governed in all respects by English Law and be subject to non exclusive jurisdiction of the English Courts.
Carriage will be paid on all orders to the value of £200 and over. For orders less than £200 nett value there will be a ‘small order charge’ of £15.00. We reserve the right to supply outer carton quantities