Terms & Conditions of Sale
1.1 Any order placed by the buyer (or representative) in writing or in electronic form, shall constitute a binding contract of sale once the seller has accepted it.
1.2 Unless otherwise agreed in writing by the seller, all products shall be supplied in accordance with these conditions to the exclusion of any terms and conditions (if any) stipulated by the buyer and any representations, warranties or communications not expressly incorporated in these conditions.
1.3 The buyer shall be solely responsible for ensuring the accuracy of the terms of any order.
2.1 The product shall be charged at the price agreed at the date the order is made, subject to any increase equal to any new or increased tax duties or other imposts imposed or occurring up to the date of delivery. In the event that no price has been agreed, the price shall be the seller/s selling price at the date of delivery.
2.2 The price shall include all duties levies or other imposts (excluding VAT).
2.3 Any rebates discounts or allowances agreed between the seller and buyer are strictly subject to compliance with any credit terms and may be granted, varied or rescinded at any time at the seller’s sole discretion.
3.1 Prompt payment within the agreed payment terms shall be a condition precedent to further deliveries and in the event of failure of the buyer to pay in accordance with the payment terms interest shall be charged on the sums outstanding at the rate of 2% per month above the base rate of Barclays Bank plc. Such interest to accrue on a daily basis until payment is made to be paid without deduction of tax.
3.2 The offer of credit to any buyer and the continuation of such credit terms shall be at the seller’s sole discretion.
4.1 The seller will make every effort to affect delivery in accordance with the buyer’s requirements but no delivery date is guaranteed and time shall not be of the essence.
4.2 For all deliveries made to the buyers premises the buyer must provide safe and suitable: (a) access off a public road over a hard metal road; (b) storage facilities which comply with all statutory local or other requirements applicable to the storage and handling of the products; (c) supervision for the off-loading operation in accordance with safe practice and in compliance with applicable statutory or other requirements; and in respect to each condition the buyer will indemnify the seller and for that purpose shall maintain appropriate insurance against all third party claims, costs and expenses attributable thereto, including any extra costs or expenses incurred by the seller arising from any failure by the buyer to make such provisions, together with bearing the responsibility for any accidental loss or damage caused to the products or any property whether of the buyer the seller or any third party resulting directly or indirectly for the transportation of the products being requested by the buyer to premises situated away from a public road.
4.3 In the event the seller is unable to effect delivery to the buyer by reason of the failure of the buyer to satisfy the conditions in clauses 4.2 or for any other reason (including the buyer’s refusal to accept the delivery of the products or part thereof) the buyer shall pay to the seller a delivery charge equal to £95 or 15% of the order value, whichever is the greater.
5. Loss or damage in transit
5.1 Where the price includes delivery the seller may at its option replace free of charge or credit any products lost or damaged in transit provided that the buyer notifies the carriers and the company in writing of such loss or damage within 24 hours of delivery.
6. Risk and ownership
6.1 Title in the product shall remain with the seller until the buyer has made payment in full, but the risk of loss or damage to the product shall pass to the buyer upon acceptance of delivery.
6.2 Nothing in 6.1 shall prevent the buyer (being a distributor of the products) from re-selling the products to any third party in the normal course of business on the condition that the proceeds of any such resale are held by the buyer in trust for the seller.
7. Force Majeure
7.1 The seller shall not be liable for any failure or delay and performance of its obligations if and so long as such performance is prevented or hindered by circumstances of any kind whatsoever outside the sellers direct control.
7.2 If any such circumstances prevent or hinder the seller in supplying the full quantity of products to the buyer and also at the time in maintaining in full its other business the seller may withhold suspend or reduce deliveries under any contract to such an extent as the seller in its absolute discretion considers appropriate but the buyer shall be free to purchase from other suppliers any resultant deficiency of any delivery which remains outstanding one month after deliveries were first effected by the operation of this specific condition.
8.1 Any dispute or difference relating to quantity or quality of the products not otherwise provided for under these conditions shall be notified to the seller within 48 hours of delivery and in relation to price not later than 3 days of receipt of invoice or statement in default of which the buyer shall have waived all remedies in respect thereof and shall thereafter be stopped from challenging the same.8.2 In the event of any dispute there shall be no right of set off for the buyer against any sums outstanding to the seller.
9.1 The sellers liability in terms of these conditions is in lieu of and to the exclusion of all other warranties conditions or obligations imposed or implied by statute or otherwise in relation to the quality or description of the goods or their fitness for any particular purpose and all liability for any loss or damage whether direct indirect or consequential (howsoever arising) is hereby expressly excluded.
9.2 The buyer shall indemnify the seller against all claims for personal injury loss or damage to property brought against the seller by third parties arising from the delivery, storage or use of the products unless such injury loss or damage is solely attributable to the negligence of the seller or the seller’s employees or agents.
9.3 Without prejudice to the foregoing the buyer is warned that the products are unsuitable for any use other than as stated within each product’s use and installation guidelines and no liability of any kind whatsoever is accepted by the seller for any consequences of using the products for any other purpose.
9.4 In the event the buyer is a consumer as defined under the Sale of Goods Act 1979 or any statutory modification thereof any provision of these conditions which is of no effect by reason of such statute regulation or otherwise shall not apply. For the avoidance of doubt the statutory rights of a consumer are not in any way affected by these conditions.
10. Insolvency or default of the buyer
10.1 If the buyer makes default in or commits any breach of any of its obligations under these conditions or if any distress or execution is levied upon him his property or assets or if he makes or offers to make any arrangements or composition with his creditors or any petition or receiving order in bankruptcy is presented or made against him or if any resolution or petition to wind up the buyer is passed or presented otherwise than for the purposes of a solvent reconstruction or amalgamation or if a petition is presented for an administration order to be made in respect of the buyer or if any such administration order is made or if an administrator(s) is appointed in respect of the buyer or if a receiver(s) is appointed in respect of the buyer its undertaking property or assets or any part thereof the seller shall (without prejudice to any claim or right the seller might otherwise make or exercise) have the right forthwith to determine the contract by summary notice and all amounts payable by the buyer to the seller under any contract whatsoever shall become due and payable immediately notwithstanding any terms of credit.
11. Reservation of title see attached
11.1. Title to the product(s) shall pass to the buyer upon payment (meaning, in relation to a cheque or other bill of exchange or promissory note, honouring of the cheque bill or note) of all amounts due to the company under contract.
11.2. Until payment as specified in 11.1 above:
11.2.1. Title to the product(s) shall remain with the company (notwithstanding any connection of fixing of the equipment or any of it to other equipment).
11.2.2. The buyer shall keep the product(s) in its possession as bailee and take all reasonable care of them and keep them properly maintained and fully insured and identifiable as the company's property.
11.2.3. The company may at any time without notice recover possession of the product(s), and the buyer grants the company licence to enter for that purpose any premises then occupied by the buyer.
11.3. The buyer may (being a distributor of the products) sell the product(s) prior to payment as specified in 11.1 above.
12.1 The buyer may not assign his or its rights under these conditions in whole or in part without the seller’s prior written consent.
13.1 Any notice given under these conditions by post cable telex or fax to the recipient at its registered or principal office shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
14.1 Any product supplied by the seller shall be used by the buyer in strict accordance with customs and excise regulations in force from time to time and the buyer shall indemnify the seller in respect as to the improper use thereof.
14.2 The seller reserves the right to report the buyer to such credit agencies as it sees fit in the event of the buyer’s failure to comply with its credit terms.
14.3 The buyer shall be registered to the extent as is required in accordance with the Data Protection Acts.
15. Governing law
15.1 These conditions shall be construed in accordance with English law.