Terms & Conditions
- Any quotations by the Supplier shall be an offer by the Supplier to sell to the Customer the goods described, and shall be conditional upon acceptance by the Customer. Acceptance other than in writing shall be at the Supplier’s discretion, and the Supplier may withdraw a quotation at any time before acceptance has been received. The Supplier may also reject any acceptance received later than 14 days after the date of the quotation.
- All orders made by the Customer shall be exclusively subject to these conditions, which shall accordingly take precedence over, and exclude entirely any terms, stipulations or conditions which the Customer may purport to introduce in accepting the quotation, even if such conditions contain a condition similar to this one. No person or persons other than a Director of the Supplier has authority to waive or vary these conditions.
- Payment - 30 days nett. Any discounts given on invoice not paid by the date due will be recharged. Any collection charges incurred by our use of Dun and Bradstreet or any other legal process will also be recharged.
- The Supplier shall make every reasonable effort to maintain the quoted price, but nevertheless shall be entitled, in the event to the cost to the Supplier of performing the Contract being increased directly or indirectly, and in the case of UK sales subject to such legislation or regulations as to price control, as may be in force at the time to make a corresponding increase in the quoted price, and in such event the Customer shall be bound as if the increased price has been the original quoted price.
- The Supplier shall use its best endeavours to comply with the Customers requirements as to delivery, but at any time or date for delivery agreed by the Supplier is an estimate only, and the Supplier shall not be liable for the consequences of any delay. Nevertheless where a period is named for delivery, and such period is not extended by mutual consent, the Customer shall take delivery within that period. Any cancellation or variation of delivery instructions by the Customer shall be accepted only on condition that the Customer accepts full responsibility to the Supplier for any additional expense thereby incurred. Deliveries made at the Customer’s request outside normal working hours may be subject at the Supplier’s discretion to an additional charge. Where goods are delivered by instalments each instalment shall be deemed a separate contract and the Supplier may cancel or suspend all or any part of a delivery where the Customer’s credit limit with the Supplier has been exceeded.
- The Supplier shall use its best endeavours to supply goods according with the quality, description and specification ordered, but acts only as Supplier and no specific warranty or guarantee is given except as may be expressly agreed in writing by the Supplier. All warranties and conditions as to the sample, quality, description, life or wear of the goods, or as to their suitability for any particular purpose, or use under particular conditions (even where such be expressly made known to the Supplier) are excluded and hereby negative whether implied by law or otherwise.
- Any complaint or claim on the part of the Customer, which alleges a defect or defects in the goods supplied, shall be made in writing within 3 days of the time of delivery of the goods in respect of which complaint is made. In making such complaint the Customer shall state in writing the precise reasons for the complaint and shall accord to the Supplier every facility which the Supplier may reasonably require to check the substance of the complaint including, if necessary, inspections tests and assessments in situ at the Customer’s premises and investigation and advice on remedial action. If goods are acknowledged by the Supplier as being damaged or defective, and the requirements of this clause have been compiled with on the part of the Customer, the Supplier shall if practicable replace the goods with goods as previously ordered; but such shall be the limit of the Supplier’s liability. Such damage or defect in the goods shall not be a ground for cancellation of the remainder of an order or contact.
- Any complaint or claim on the part of the Customer alleging shortage on delivery or damage in transit (where transit is at the Supplier’s risk) shall be notified in writing within 7 days of receipt of the delivery in respect of which complaint is made. Any complaint or claim by the Customer alleging non-delivery shall be notified in writing within 7 days of the date of invoice. Failure on the part of the customer to notify the Supplier in accordance with this condition shall render the Supplier free from liability, injuries, loss of profits or any other indirect or consequential damage or loss attributable to defects in the goods or otherwise in relation to the performance of this contract. Further the Customer shall indemnify the Supplier against any claim for such damage or loss made against the Supplier by a third party.
- To the extent that they are made void the Supplier does not purport that any exclusions contained herein shall apply if the dealing between the Supplier and the Customer shall be a consumer sales as defined by the Supply of Goods (implied Terms) Act 1973. The Customer undertakes that if the goods are re-sold and such re-sales is a consumer sale then the Customer shall arrange for any defect in the goods in manufacture or otherwise to be rectified without charge to the consumer. If the re-sale by the Customer shall not be a consumer sale then the Customer shall impose upon the buyer a condition in the same terms as the condition.
- Not withstanding any provisions of these conditions which may purport to indicate to the contrary, the Supplier shall not under any circumstance be liable to the Customer in respect of any breach of these conditions which may be caused by Act of God, by force majeure, by war, by riot, by civil commotion, by military or usurped power, by Government order, direction or legislation, by fire, by accident, by strike, by industrial action short of strike, by lockout, by adverse weather conditions, by delays to transport or by any other matter whatsoever over which the Supplier has no control.
- The Supplier and the Customer expressly agree that until the Supplier has been paid in full for the goods comprised in this or any other sale contract between them:
(a) The goods comprised in this contract remain the property of the Seller, although the risk therein passes to the Customer on delivery.
(b) The Supplier may recover the goods at any time from the Customer (if, in his possession) if the Supplier judges that the amount outstanding from the Customer, on the general statement of account between the parties, is in excess of the credit limit the Supplier is willing to extend to the Customer, and for such purpose, the Supplier, his servants or agents, may enter upon any land or building upon which the goods are situated.
(c) If the Customer incorporates the goods into other products with the addition of his goods of those, (or others), or uses the goods as material for other products (with or without such addition), the property in those other products is upon such incorporation for use ipso facto transferred to the Supplier, and the Customer as bailee of them for the Supplier will store the same for the Supplier in a proper manner without charge.
(d) The Customer has the right to dispose of the goods or such other products provided that he does so in the course of his business and for the account of the Seller. In such event the Customer may pass a good title to the goods or products to his Customer being a bona fide purchaser for value without notice of the Seller’s rights.
(e) In the event of such disposal as above the customer has the fiduciary duty to the Supplier to account to the Supplier for the proceeds, but may retain therefrom an excess of such proceeds over the amount outstanding under this or any other sale contract between the parties, and the Supplier has the additional right to recover the Customer’s price from the Customer’s customer to the extend unpaid. If the Supplier avails himself to such right the Supplier will account to the Customer for any such excess as aforesaid less any expenses incurred by the Supplier in or about the recovery.
- Save the event of a Company reconstruction or amalgamation the Customer shall not assign this contract, or any part of it or benefit flowing from it, without the written consent of the Supplier. If the Customer shall commit any act of bankruptcy, of if any distress or execution shall be levied upon the Customer’s property or assets, or if any receiving order shall be made against the Customer, or if the Customer shall make or offer to make any arrangement or composition with Creditors, of if (being a Company) the Customer shall commence to be wound up (otherwise than for the purpose of reconstruction or amalgamation) it shall carry on its business under a Receiver or for the benefit of its creditors or any of them, the Supplier shall be at liberty (a) to terminate this contract forwith by notice in writing to the Customer or to the Customer’s Receiver or Liquidator or to any other person in whom the contract may have become vested, or (b) to give such Receiver or Liquidator or other person the option of carrying out this contact, subject to his providing a guarantee for the due and faithful performance of the contract up to an amount to be agreed.
- These conditions of sale shall be subject to and construed in accordance with English Law and any dispute shall be refereed to an arbitrator to be appointed by agreement between the Supplier and the customer or, in default, by the President for the time being of the Law Society and the decision of the Arbitrator shall be binding. Any reference to Arbitration shall be a reference within the Arbitration Act 1950 or any statutory modification of that Act for the time being in force.