1. Basis of Sale
1.The Seller will sell and the Buyer will purchase the goods in accordance with the Seller's current price list and/or any written quotation of the Seller, of which these conditions form part. All contracts are subject to these conditions to the exclusion of any other terms and conditions. 2. Variations of these conditions are not binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. 3. The Seller's employees or agents are not authorised to make any oral representations concerning the goods unless confirmed by the Seller in writing. The Buyer acknowledges that by entering into the contract it does not rely on (and hereby waives any claim for any breach of) any representations which are not so confirmed. 4. The Buyer acknowledges that in relying on any written representation, he will apply his own skill, judgment and knowledge of the trade, that such representations are made in the context of the inevitable variations in the specifications of mass produced objects and that the Buyer's reliance is only to the extent that it is reasonable for him to so rely. 5. Any advice or recommendation given by the Seller its employees or agents to the Buyer 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 the Seller is not liable for any such advice or recommendation which is not so confirmed. 6. An order submitted by the Buyer or acceptance of a quotation for goods will be deemed to be an offer by the Buyer to purchase goods on these conditions. A contract is formed when the order is accepted by the Seller, either by way of a sales confirmation form issued by the Seller or where no such form is issued, by the Seller despatching the goods ordered. 7. Acceptance of delivery of the goods will be deemed conclusive evidence of the Buyer's acceptance of these conditions. 8. The Seller reserves the right to make any changes in the specification of the goods to conform with any safety or other statutory or regulatory requirements or which do not materially affect their quality or performance. 9. Orders once accepted by the Seller may only be cancelled with the Seller's written agreement. 10. All samples, drawings, descriptive matter, specifications and advertising issued by the Seller (or the manufacturer of the goods) and any descriptions or illustrations contained in the Seller's or manufacturer's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods represented by or described in them. They will not form part of any contract and the sale of goods is not a sale by sample.
2. Price of the Goods
1. The price of the goods is the Seller's quoted price. All prices are given by the Seller on a "delivered inclusive" basis unless otherwise agreed. 2. Where delivery is to be from the Seller's existing stock the price is firm, subject to condition 2.4. 3. If delivery is not to be from the Seller's existing stock: 1. if the Buyer has been quoted a price by the Seller the price is firm for one month after the date of the quote subject to condition 2.4; 2. after one month from the date of the quote the Seller reserves the right to increase the price of the goods by giving the Buyer notice at any time before delivery to reflect any increase in the cost to the Seller due to any of the following factors: 1. any variations in another country's export premium, bonus, subsidy or tax remission which has been passed on to the Seller; 2. changes in the rate of exchange which affect the Seller; 3. changes in foreign local duties, excise, purchase or sales taxes or other local fiscal charges which have been passed on to the Seller. 4. The Seller will be entitled to increase the price of the goods following any changes in the specification made at the request of the Buyer and agreed by the Seller, or to cover any extra expense as a result of the Buyer's instructions or lack of instructions or to comply with the requirements referred to in condition 1.8.
3. Terms of Payment
1. The Seller may deliver an invoice for the goods on or at any time after the despatch of the goods. If the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the goods the Buyer will be invoiced any time after the Seller has notified the Buyer that the goods are ready for collection or has tendered delivery of the goods. 2. The Buyer shall pay the price of the goods within net 30 days of the date of the Seller's invoice. The Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time for payment of the price is of the essence of the contract. Receipts for payment will only be issued on request. 3. All payments to be made by the Buyer under the contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Buyer is required by law to make any such deduction or withholding. 4. If the Buyer fails to make full payment on the due date then (without prejudice to any other right or remedy of the Seller) the Seller is entitled to: 1. cancel the contract or suspend any deliveries or further deliveries to the Buyer; and/or 2. appropriate any payment made by the Buyer to any goods supplied under any other contract between the parties as the Seller may think fit notwithstanding any purported appropriation by the Buyer; and/or 3. charge the Buyer interest on the unpaid amount at the rate of 4% per annum above the base rate of HSBC Bank PLC from time to time until payment in full.
1. Except where otherwise agreed between the Seller and the Buyer, goods will be delivered to the Buyer's ordering address on the UK mainland. 2. Any dates quoted for delivery are approximate. Delivery of the goods will be accepted at any time of day. The Seller will use reasonable endeavours to deliver each of the Buyer's orders for the goods within the time agreed when the Buyer places an order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavours, the Seller is unable for any reason to fulfil any delivery or performance on the specified date, the Seller will not be deemed to be in breach of the contract, nor will the Seller have any liability to the Buyer for direct, indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill, loss of contract, loss of anticipated savings, loss of revenue and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery. Any delay in delivery will not entitle the Buyer to cancel an order or the contract. 3. Unless otherwise specified delivery by the Seller of up to 10% more or 10% less than the quantity ordered shall be deemed satisfactory performance of the contract and shall be accepted by the Buyer as full delivery subject only to an equivalent adjustment in the total price. 4. If delivery is to take place by instalments each instalment constitutes a separate contract. The Buyer is not entitled to treat the contract as a whole as repudiated if the Seller fails to deliver any one or more of the instalments. Each separate instalment will be invoiced and paid for in accordance with the provisions of the contract. 5. If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery instructions then (without prejudice to any other right or remedy available to the Seller) the Seller may: 1. store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 2. following written notice to the Buyer, sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the contract price or charge the Buyer for any shortfall below the contract price.
5. Risk and Property
1. Risk of damage to or loss of the goods passes to the Buyer at the earliest of the following events: 1. at the time of delivery pursuant to condition 4.1 or if the Buyer wrongfully fails to take delivery when the Seller has tendered delivery; or 2. when goods are stored by the Seller at the Buyer's request. 2. Ownership of the goods will not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of : 1. the goods; and 2. all other sums which are or which become due to the Seller from the Buyer on any account. 3. Until ownership of the goods has passed to the Buyer, the Buyer must: 1. hold the goods on a fiduciary basis as bailee for the Seller; 2. store the goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property; 3. not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and 4. maintain the goods in satisfactory condition insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller, and will whenever requested by the Seller produce a copy of the policy of insurance. 4. The Buyer may resell the goods before ownership has passed to it solely on the following conditions: 1. any sale will be effected in the ordinary course of the Buyer's business at full market value and the Buyer will account to the Seller accordingly; and 2. any such sale will be a sale of the Seller's property on the Buyer's own behalf and the Buyer will deal as principal when making such a sale. 5. The Buyer's right to possession of the goods will terminate immediately if any of the circumstances set out in condition 7.1 occur. 6. The Seller will be entitled to recover payment for the goods notwithstanding that title in any of the goods has not passed from the Seller. 7. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. 8. Where the Seller is unable to determine whether any goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer will be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. 9. On termination of the contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in conditions 5.2 to 5.9 inclusive will remain in effect.
6. Warranties and Liability
1. The Seller warrants that the goods will correspond with their specifications and will be free from defects in material and workmanship at the time of delivery. The Seller will, at its option, repair, replace or refund the price of any goods which are proved to the reasonable satisfaction of the Seller not to comply with the warranty contained in this condition. 2. The above warranty is given subject to the following conditions: 1. the Seller is not liable for any defect in the goods arising from any specifications supplied by the Buyer unless otherwise agreed in writing by the Seller; 2. the Seller is not liable for any defect arising from fair wear and tear, wilful damage, negligence of the Buyer, abnormal working or environmental 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; 3. the Seller is not liable under the warranty (or any other warranty condition or guarantee) if the total price of the goods has not been paid by the due date; 4. the warranty does not extend to materials not manufactured by the Seller where the defect is not reasonably apparent on a reasonable inspection by the Seller. In such cases the Buyer is only entitled to the benefit of such warranty or guarantee given by the manufacturer to the Seller. 3. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law unless: 1. expressly included in these conditions; or 2. where the goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977. 4. The Buyer is under an obligation to inspect all goods supplied as soon as practical after delivery and in any event before a resale or use of the goods and forthwith notify the Seller of any defect in the quality or condition of the goods whether caused by damage in transit or otherwise or their failure to correspond with specification (whether or not delivery is refused by the Buyer) or (where the defect or failure was not immediately apparent on reasonable inspection) forthwith upon discovery of the defect or failure: 1. if delivery is not refused and the Buyer does not notify the Seller as above the Buyer is not entitled to reject the goods and the Seller is not liable for the defect or failure; 2. as between the Buyer and the Seller the Seller shall not be liable for any damage or injury caused by any defect in the goods (whether under the Consumer Protection Act 1987 or otherwise) where such defect was reasonably apparent upon inspection of the goods by the Buyer; 3. where the Buyer has notified the Seller as above the Seller is entitled to replace the goods free of charge or at the Seller's discretion refund the price of the goods (or a proportionate part of the price) but the Seller has no further liability to the Buyer. 5. The Seller does not exclude its liability (if any) to the Buyer: 1. for breach of the Seller's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sales and Supply of Goods and Services Act 1982; 2. for personal injury or death resulting from the Seller's negligence; 3. under section 2(3) Consumer Protection Act 1987; 4. for any matter which it would be illegal for the Seller to exclude or to attempt to exclude its liability; or 5. for fraud. 6. The Seller's liability under the contract is limited as provided for in conditions 6.1 to 6.4. Subject to condition 6.5 the Seller will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill, loss of contract, loss of anticipated savings, loss of revenue and like loss) howsoever caused arising out of or in connection with: 1. any of the goods, or the manufacture or sale or supply, or failure or delay in supply, of the goods by the Seller or on the part of the Seller's employees, agents or sub-contractors; 2. any breach by the Seller of any of the express or implied terms of the contract; 3. any use made or resale by the Buyer of any of the goods, or of any product incorporating any of the goods; 4. any statement made or not made, or advice given or not given, by or on behalf of the Seller. 7. The Buyer acknowledges that the above provisions of this condition 6 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly.
7. Insolvency of the Buyer
1. This condition 7 applies if: 1. any distress or execution (whether legal or equitable) shall be levied upon any of the Buyer's property or obtained against the Buyer or the Buyer encumbers, pledges, or in any way charges by way of security for any indebtedness any of the goods which are the property of the Seller; or 2. the Buyer offers to make any arrangement or composition with its creditors or the Buyer becomes bankrupt or insolvent or unable to pay its debts as they fall due; or 3. a receiver, administrator, administrative receiver or manager or encumbrancer takes possession or shall be appointed over the whole or any part of the Buyer's business or assets; or 4. the Buyer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or any resolution or petition shall be passed or presented either to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) or for the granting of an administration order in respect of the Buyer; or 5. the Buyer ceases or threatens to cease to carry on business; or 6. the Seller reasonably apprehends that any of the events mentioned above is about to occur or that for any reason the Seller reasonably believes that the Seller will not be paid for the goods and notifies the Buyer accordingly; or 7. the Buyer suffers any analogous proceedings under foreign law. 2. If this condition 7 applies then without prejudice to any other right or remedy available to the Seller, the Seller is entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer. If the goods have been delivered but not paid for the price becomes due and payable immediately notwithstanding any previous agreement or arrangement to the contrary.
8. Force Majeure
1. The Seller shall not be liable for any failure to comply with the contract caused by any circumstances whatever (whether or not involving the Seller's negligence) which are beyond the Seller's reasonable contemplation and control and which prevent or restrict the Seller from complying with the contract, including but not limited to: 1. a failure of a government or relevant authority to grant, or to a delay in the grant of, any licence or licences required for the export or import of the goods from or to the UK or any import or export regulations or embargoes; or 2. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; or 3. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); or 4. difficulties in obtaining supplies of goods, raw materials, labour, fuel, power, parts or machinery. 2. The Seller may, where reasonable in all the circumstances, (whether or not involving the Seller's negligence), without liability suspend or terminate (in whole or in part) its obligations under the contract, if the Seller's ability to manufacture, supply, deliver or acquire materials for the supply of the goods by the Seller's normal means is materially impaired.
1. No waiver by the Seller of any breach of the contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any other provision. 2. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall remain unaffected. 3. The Seller may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the contract. 4. The contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the contract without the Seller's prior written consent. 5. In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. 6. Any notice required to be served pursuant to these conditions must be in writing to the Seller's or the Buyer's address and are deemed delivered on the first working day after delivery by hand or sending (subject to confirmation of transmission) by facsimile, or, on the third working day after being placed pre-paid in the first class post to the Buyer's or the Seller's address. 7. The Seller and the Buyer do not intend that any of the terms of the contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. 8. The contract contains all the terms which the Seller and the Buyer have agreed in relation to the goods and supersede any prior written or oral agreements, representations or understandings between the Seller and the Buyer relating to the goods. 9. The contract shall be governed by and construed in accordance with English law and the English courts shall have the exclusive jurisdiction to settle any disputes, claims or proceedings which may arise out of or in connection with any of the goods, the contract or these conditions