1.General:
Any express terms in the Seller's Quotation shall supersede these
Conditions of Sale. Otherwise, these Conditions of Sale shall be incorporated
into the Quotation and supersede any previous terms and conditions and all
specifications, descriptions or statements relating to the goods or service
including statements in a brochure, advertisement or catalogue, visit
reports and override or exclude any statements or references by the Buyer
in a purchase order or otherwise. No representative, agent or distributor
has any authority to agree any terms or representations that are
inconsistent with these Conditions or the Quotation. The Seller will not be
bound by any statements made by any person purporting to act on the
Sellers' behalf unless the statement has been confirmed in writing by a
duly authorised director. Once a purchase order has been placed by the
Buyer this shall be considered firm to the Seller's terms and the Buyer
cannot change terms, not even in their conditions of purchase. The Buyer
will keep all information regarding the Seller's product and business
confidential and only pass on information necessary to undertake normal
trading business.
2.Specification, Quantity, Quality, Lifetime and Drawings:
The
Seller undertakes the goods and services will conform within the
provisions, specifications, quantity variation, lifetime expectation and
quality standards defined in the Quotation. The Seller reserves the right
to change and improve the specifications etc provided that any substituted
materials or services are of the same or better quality than that supplied
in the Quotation. Goods supplied to a drawing will conform to the drawing.
It is the Buyer's responsibility to ensure the drawing is correct, fit for
use and compatible with the Seller's goods.
3.Delivery:
The
Seller undertakes as a warranty (not condition of contract) that the goods
or services will be supplied to a mutually agreed delivery date or a
mutually agreed extended date (confirmed in writing) and if initiated by
the Buyer, the Seller is able to charge storage and stock holding costs.
The Buyer shall not have the right to reject the goods or service, claim
for damages or terminate the contract due to a delay in delivery. The
Seller shall deliver the goods to the delivery point stated in the
quotation carriage and insurance paid. If the Buyer arranges delivery then
collection by the carrier shall constitute delivery to the buyer.
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4.Property Title and Passing of Risk:
The property in the goods shall not pass onto the Buyer until full
payment has been received by the seller for the goods and any other goods
or services supplied by the Seller that have not been paid for. For the
purpose of this clause the Buyer undertakes to allow the Seller
unrestricted access to the Buyer's premises for the purpose of recovery of
the goods. Risk and responsibility for insurance shall pass to the buyer on
delivery (delivery as defined in clause 3 above). If Buyer is selling on
they must have a clause with their customer (sub Buyer) to enable retention
of goods if Seller hasn’t received payment in full whether caused by Buyer
or sub Buyer. Evidence will be required.
5.Contract Price:
The price stated in the quotation is held for 28 days unless
superseded by a further quotation within that time period or because of a
major change in the cost of supply, exchange rate, taxes or transport. The
accepted price shall be that confirmed in the Seller’s order
acknowledgement and if no acknowledgement then that in the Quotation.
6.Payment Terms: Unless expressly agreed otherwise:
Orders
less than GBP 1,000 before VAT terms are 30 days strict from date of
invoice. For orders above GBP 1,000 Seller shall raise a Proforma invoice
on receipt of the order for 50% of the value. The Buyer shall pay this
invoice before delivery. A second invoice for the remainder of the contract
shall be raised after delivery and the Buyer shall pay within 30 days of
the invoice date. If the Buyer fails to pay by that date the Seller shall
be entitled to: charge interest at the rate of 1% per month calculated each
calendar day, cancel further orders and terminate any contract. Payment
terms different to above may be agreed by mutual consent and must be agreed
in writing by both parties (normally in the quotation).
7.Acceptance:
The Buyer shall inspect the goods within a
reasonable time after delivery (clause 3) and will have been deemed to have
accepted them if no notification has been received by the Seller within 14
days of delivery. If the Buyer does notify the Seller then the Seller shall
be given the opportunity to inspect the goods or ask for their return at
the Seller's expense and if the Seller agrees the goods are not in
accordance with the contract for a reason the Seller is responsible for,
then the Seller shall at its option organise a timely repair or replacement
of the goods. The obligations of the Seller are fully described above and
the Buyer shall not be able to claim damages from the seller.
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8.Defects Liability:
The
Seller shall repair or replace at the seller's option any goods which
become defective within 12 months of delivery due to faulty workmanship,
materials or design. This will be done in a timely manner and delivery and
replacement cost incurred will be paid for by the Seller. Seller's
liability is limited to those costs stated above and the seller shall not
be liable for a damage or loss suffered by the buyer arising out of such
defects.
9.Limitation of Liability:
The
obligations and liabilities of the Seller are limited to those expressly
stated in clauses 6, 7, and 8 above (except where product is sold to or
used in the USA or Canada where Seller's liability is limited to five times
the order value of which Seller was made aware in writing that the product
would be used in those territories.) Wherever possible the terms of the
Contracts (Rights of Third Parties) Act 1999 shall not apply. All
Quotations are to include this clause which excludes Seller from consequential
losses due to theft, other causes and due to Seller's negligence (where
exclusion from negligence is allowable within statute).
10.Services:
Any ongoing services supplied by Seller to Buyer whether in or implied
within an agreement for sale of goods or under a separate agreement are
treated as an extension of the original supply contract and so these
Ts&Cs apply. Contracts for service can be reassigned but only with the express
authority of the Seller.
11.Force Majeure:
Neither
party shall be liable to the other to perform obligations under the
contract if such a failure is due to circumstances beyond its reasonable
control provided the other party is notified in writing.
12.Law and Dispute Resolution:
The contract is in accordance with English & Welsh Law. It is
between Buyer and Seller and cannot be reassigned without express written agreement
from Seller. If any dispute cannot be settled amicably between the Buyer
and Seller then either party shall give 14 days written notice and the
dispute will be referred to a single agreed mediator or arbitrator or one
nominated by the President of Chartered Institute of Arbitrators. Debts
shall be settled under the jurisdiction of the Courts.
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