1.General:
Any
express terms in the Seller's Quotation shall supersede these
Conditions of Sale. Otherwise these Conditions of Sale shall supersede any other
terms and conditions, specifications, descriptions or statements
relating to the goods or service including statements in a brochure,
advertisement or catalogue 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 this shall be
considered firm to the Seller’s terms and the Buyer cannot change
terms. 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 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 will be delivered to the 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 costs. The
Buyer shall not have the right to reject the goods, 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 delivery to 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 shall pass to the buyer on delivery (as
defined in clause 3 above).
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 £1,000 before VAT terms are 30 days strict from date of
invoice. For orders above £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.
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. |
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 shall include a clause
excluding Seller from consequential losses due to theft, other causes
and due to Seller’s negligence (where allowable within statute).
10.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.
11.Law and Dispute
Resolution:
The
contract is in accordance with English & Welsh Law. 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.
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