| 2.1 |
The Seller shall supply and the Buyer shall purchase the Goods and the Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller. |
| 2.3 |
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. |
| 2.4 |
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. |
| 3.1 |
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. |
| 3.2 |
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and/or the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. |
| 3.3 |
The quantity, quality and description of and any specification for the Goods and the Services 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). |
| 3.4 |
No order which has been accepted by the Seller may be cancelled by the Buyer except with agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. |
| 4.1 |
The price for the Goods and the Services shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published pricelist current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. |
| 4.2 |
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price for the Goods and the Services 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, an foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or the Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. |
| 4.3 |
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, the cost of delivery within the UK mainland is included in the price. |
| 4.4 |
The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller. |
| 5.1 |
Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price for the Goods and the Services on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. |
| 5.2 |
Unless specifically agreed otherwise and confirmed in writing, settlement terms for all approved credit accounts are strictly net and payable 30 days after the end of the month of supply and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. First orders normally require 50% pro forma invoice dependant upon references. |
| 5.3 |
If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: |
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| 5.3.1 |
cancel the Contract or suspend any further deliveries to the Buyer; |
| 5.3.2 |
appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) and the Services as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and |
| 5.3.3 |
charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2 per cent per annum above National Westminster Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). |
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| 6.1 |
Delivery of Goods to premises on the UK mainland shall be made to the premises notified in the Buyers order. |
| 6.2 |
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. |
| 6.3 |
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 repudiated. |
| 6.4 |
If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control of the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability 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. |
| 6.5 |
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: |
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| 6.5.1 |
store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or |
| 6.5.2 |
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 price under the Contract or charge the Buyer for any shortfall below the price under the Contract. |
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| 7.3 |
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in Goods owned by the Services and all other goods agreed to be sold and services agreed to be supplied by the Seller to the Buyer for which payment is then due. |
| 7.4 |
Until such time as the property in Goods owned by the Seller passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business. |
| 7.5 |
Until such time as the property in Goods owned by the Seller passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. |
| 7.6 |
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. |
| 8.1 |
The Seller shall be under no liability in respect of any defect in the Goods or the Services arising from any drawing, design or specification supplied by the Buyer. |
| 8.2 |
The Seller shall be under no liability in respect of any defect arising from fair wear and 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 or their packaging without the Seller’s approval. |
| 8.3 |
The Seller shall be under no liability if the total price for the Goods and the Services has not been paid by the due date for payment. |
| 8.4 |
Subject as expressly provided in these Conditions, and except where the Goods are sold or the Services supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common
law are excluded to the fullest extent permitted by law. |
| 8.5 |
Where the Goods are sold or the Services supplied under a consumer transaction the statutory rights of the Buyer are not affected by these Conditions. |
| 8.6 |
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or the Services or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with
the Contract. |
| 8.7 |
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or the Services or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) and perform further or additional Services free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods and the Services (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. |
| 8.8 |
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and the Services or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods and the Services, except as expressly provided in these conditions. |
| 8.9 |
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods or the Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control. |
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| 8.9.1 |
Act of God, explosion, flood, tempest, fire or accident: |
| 8.9.2 |
War or threat of war, sabotage, insurrection, civil disturbance or requisition; |
| 8.9.3 |
Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary
or local authority; |
| 8.9.4 |
Import or export regulations or embargoes; |
| 8.9.5 |
Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); |
| 8.9.6 |
Difficulties in obtaining raw materials, labour, fuel, parts or machinery; |
| 8.9.7 |
Power failure or breakdown in machinery. |
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| 9.1 |
If any claim is made against the Buyer that the Goods or the Services infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that: |
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| 9.1.1 |
the Seller is given full control of any proceedings or negotiations in connection with any such claim; |
| 9.1.2 |
the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations; |
| 9.1.3 |
except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld); |
| 9.1.4 |
the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do); |
| 9.1.5 |
the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and |
| 9.1.6 |
without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause. |
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