Terms & Conditions of Sale
1. Unless otherwise agreed in writing by the seller, goods are supplied by the seller only on these conditions and no variation of or addition hereto shall have effect. Should any of these conditions conflict with any conditions stated in the buyer’s order then these conditions shall prevail. Any conduct by the buyer in confirmation of any transaction with the seller after receipt by the buyer of this document shall constitute unqualified acceptance by the buyer of these Conditions. The seller shall be deemed not to have entered into any contract to supply goods until the buyer’s order is acknowledged or the goods have been despatched by the seller or its agents. Quotations are valid for a period of 30 days unless specifically stated otherwise and do not constitute contractual offers.
2 a. Payment by credit card.
b. In the case of contracts involving more than one delivery if default is made in payment on due date for any one delivery the seller at its option shall be entitled to treat the entire contract as repudiated by the buyer and to claim damages accordingly.
c. An order once placed cannot be cancelled except by mutual agreement and then only on terms which would fully indemnify the seller.
d. The price payable in respect of the goods including the cost of packing, insurance and freight shall be specified in the contract.
3. If the price expressed in a foreign currency suffers any depreciation as against sterling after the date of the contract the price shall be increased accordingly and buyer shall be bound to pay such increased price.
4. a Should any dispute or claim arise out of this contract the buyer shall not reject the goods herein specified but shall accept and pay for them in accordance with the contract and make their claim in accordance with clause 11.
b. Refunds will be given at the discretion of the Company Management.
5 a. Subject to b. below the time and place of delivery of the goods shall be specified in the contract.
b. While every effort will be made by the seller to effect delivery in accordance with pre-arranged dates no guarantee as to dates of delivery by the seller is to be implied and the seller will not accept liability for any loss or damage occasioned by delay in delivery however caused.
c. Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not affect contracts as to others.
d. The buyer shall be responsible for obtaining any import licence required under the contract.
e. Any claim that the goods are allegedly defective must be notified in writing within 3 days after receipt of goods and any claim for non-delivery within 14 days of invoice date.
6. All necessary labour and equipment required to unload lorries etc. shall be supplied by the buyer. The seller’s carriers are not responsible for the unloading of goods.
RISK AND PROPERTY
7. a. The risk of damage to or loss of the goods shall pass to the buyer at the time of delivery or if the buyer wrongfully fails to take delivery of the goods or fails to provide adequate means of access for delivery of the goods at the time when the seller has tendered delivery of the goods or attempted to deliver same.
b. Notwithstanding delivery and the passing of risk in the goods, or any other provision these Conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other sums due from the buyer to the seller.
c. Until such time as the property in the goods passes to the buyer, the buyer 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.
d. Until such time as the property in the goods passes to the buyer 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.
e. 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 monies owing by the buyer to the seller (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
f. 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 defects 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. Deliveries may be suspended pending any contingencies beyond the seller’s control such as (but without limitations) fire, accidents, war, political disturbances, strikes, lock-outs, stoppages of navigation, shortage of freight or other transport difficulties, and deliveries so suspended shall be taken by the buyer at the same rate of delivery as specified in the contract, without prejudice to the rules governing frustration. The contract is also subject to the usual stipulations of ‘force majeure’ as recognised by the law of the country of origin of the goods.
9. A shortage or surplus, charged pro-rata not exceeding 10 per cent will be considered due execution of any order.
10. The seller strongly recommends the buyer to handle and store the goods in accordance with British Standard 3574 which provides, amongst other things, that:
• The goods shall be stored between 15-25 degrees Celsius, away from heat and free from frost.
• Damp and moist storage conditions should be avoided.
• Prolonged exposure to light, in particular direct sunlight and fluorescent artificial light with a high ultraviolet content should be avoided and
• Goods should be kept well wrapped whilst in storage.
The seller cannot be liable for any defects arising through the failure of the buyer to store and handle in accordance with the British Standard and the buyer is strongly recommended to insure accordingly.
11. The seller shall not be liable for:
a. any defect in the quality or state of the goods which would be apparent on a reasonable examination or for their being otherwise not in accordance with the contract unless the buyer shall have given to the seller within 3 days after receipt of the goods a written notice.
b. any defects in the quality or state of the goods which would not be apparent on a reasonable examination unless such defects shall have been discovered within 12 months after the receipt of goods and the buyer shall have given to the seller forthwith upon such discovery a written notice.
Such written notice shall specify the matters complained of and the buyer shall thereafter afford the seller a reasonable opportunity of inspecting the goods in their allegedly defective state.
Provided always that this warranty shall not apply:
i) to any goods which have been tampered with or stored in unsuitable conditions or for an excessive period or been subject to misuse, wilful damage, negligence or accident, or any defect arising from fair wear and tear, or
ii) to any claim arising from the unfitness of the goods for the purpose, it being the sole responsibility of the buyer to ensure that the goods ordered are fit for the purpose intended, or
iii) to any goods which have not been paid for on the due date.
LIMITATION OF LIABILITY
12. a. Except as expressly stated above all other warranties, conditions and representations are (to the extent that they may be excluded) hereby excluded:
b. Save as provided in sub-clause (c) below the seller shall not be liable in contract, tort, negligence or other wise for any loss, damage, expense or injury arising out of connection with the use or failure of the goods, or any defect in them Provided Always that it shall accept liability limited to the value of the goods supplied by the seller in respect of other loss or damage arising out of the seller’s negligence.
c. The seller will in full satisfaction of any liability hereunder for defective or damaged goods as its option either supply replacements and/or repair the faulty goods or repay or allow the buyer the invoice price thereof and any transport costs between the seller’s work and the place of delivery borne by the buyer.
d. The limitation of liability herein contained shall in now way affect such consumer rights (if any) as the buyer may have under the Sale of Goods Act 1979 as amended.
13. This contract is made subject to the availability of the raw materials required for the manufacture of the goods.
14. This contract shall be construed and operated in all respects as an English contract and governed by English Law.