DOCUMENT REVIEWED AND AMENDED 22/03/2022
2.1 – Any quotation given are on the basis that no contract will come into existence until the Seller confirms the Buyer’s order pursuant to Condition 3.1. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
2.2 – Any typographical, clerical or other error or omission in an order, any literature, quotation, price list, acceptance of order, invoice or other document shall be subject to corrections without any liability on the part of the Seller.
3.1 – No order submitted by the Buyer shall be deemed to be accepted unless it is confirmed by the Seller.
3.2 – The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and Services within a sufficient time. The Seller shall not be liable for the consequences of any inaccuracy, will not issue a credit note in respect of an order and will be entitled to charge the Buyer for the costs it incurs by any variations in an order.
3.3 – The quantity, quality and description of and any specification for the Goods and Services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 – No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.1 – The Seller reserves the right, by giving notice to the Buyer at any time before Delivery, to increase the Price of the Goods and Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller including, without limitation, increases in the cost of the Goods or Services, of labour, materials or other costs of manufacture; changes in Delivery dates or places, quantities or specifications for the Goods and/or Services which are requested by the Buyer; or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.2 – Unless otherwise agreed in Writing the Price is given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods or perform the Services otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for travel, transport, packaging and insurance.
4.3 – The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5.4 – The cost o of will be charged to the Buyer in addition to the Price, but full credit will be given to the Buyer provided they are returned undamaged to the Seller prior to the due payment date.
5.1 – The Seller shall invoice the Buyer for the Price plus VAT on or at any time after Delivery of the Goods or performance of the Services or if the Buyer fails to take Delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the Price plus VAT at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered Delivery of the Goods.
5.2 – The Buyer shall pay the Price plus VAT without any deduction within 7 days of the invoice issued date or, if no such date is specified, on the date of presentation of the Seller’s invoice and this shall not be affected by Delivery not having taken place and title in the Goods not passing to the Buyer. The time of payment of the Price plus VAT shall be of the essence. Receipts for payment will only be issued upon request.
5.3 – If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy, the Seller shall be entitled to: charge interest on any amounts overdue at the rate of 4% above the base rate of National Westminster Bank Plc as applying from time to time from the due date for payment until receipt by the Seller of the full amount whether or not after judgement. [The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998]; and recover any administration charges and costs (including without limitation legal costs) incurred in recovering overdue payments, payments not being honoured at the bank or otherwise on a full indemnity basis.
5.4 – The Seller shall be entitled at all times to set off any debt or claim of whatever nature which the Seller may have against the Buyer against any sums due from the Seller to the Buyer.
6.1 – Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Where the Seller agrees to deliver Goods otherwise than at the Seller’s premises, the Seller shall be under no obligation under s32(3) of the Sale of Goods Act 1979.
6.2 – The Buyer will take Delivery of the Goods within 7 days of the Seller giving it notice that the Goods are ready for Delivery and will at its expense provide adequate and appropriate equipment and labour for unloading the Goods.
6.3 – The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.4 – Any dates quoted for Delivery of the Goods and performance of the Services are approximate only. Time for Delivery shall not be of the essence. The Goods and/or Services may be delivered by the Seller in advance of the quoted Delivery date upon giving reasonable notice to the Buyer.
6.5 – Save as set out in these Conditions the Seller will not be liable for any direct, indirect, consequential or special loss (all which terms include, loss of profits, loss of business, loss of contract, loss of production, business interference, loss of operating time, loss of use, and depletion of goodwill) costs, damages, charges, or expenses caused directly or indirectly by any delay in the Delivery of the Goods or Services (even if caused by the Seller’s negligence).
8.1 – The Goods are at the risk of the Buyer from the time of Delivery.
8.2 – Ownership of the Goods shall not pass to the Buyer until the Seller has received in full, all sums due to it in respect of: A) the Goods and the Services or B) all other sums which are or which become due to the Seller from the Buyer on any account.
8.3 – Until ownership of the Goods has passed to the Buyer, the Buyer must not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. The Buyer should also maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.
8.5.3 the Buyer encumbers or in any way charges any of the Goods.
The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them. In the event that the Goods are stored in the premises of a third party the Buyer will use his/its best endeavours to procure entry for the Seller to inspect or recover the Goods pursuant to this Condition.
9 Warranties and liability
Save as set out in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Seller does not exclude liability:
9.2.1 for fraudulent misrepresentation or death or personal injury resulting from his/its negligence or that of his/its employees;
9.2.2 for direct physical damage to or physical loss of the property of the Buyer resulting from the Seller’s or its employees negligent acts or omissions provided that the Seller’s liability under this sub-condition
9.2.2 shall not exceed in aggregate a sum equal to the total aggregate sums payable by the Buyer to the Seller under the Contact;
9.2.3 which cannot be excluded or restricted at law.
Subject to Conditions 9.2 the Seller will not be liable to the Buyer for any:
9.3.1 direct loss, damage or injury; and/or
9.3.2 indirect, consequential or special loss, damage or injury including financial loss, loss of profits, loss of business, loss of contract, loss of production, business interference, loss of operating time or loss of use and depletion of goodwill;
to the Buyer or to the Buyer’s property, whether foreseeable or not and howsoever, whensoever or wheresoever arising whether by reason of any representation or any implied warranty, condition or other term or duty at common law or under statute or under the express terms of the Contract (and whether caused by the negligence of the Seller or otherwise) or otherwise in respect of or in connection with the provision of the Goods or the Services.
Subject to sub-conditions 9.2, 9.3, 9.5 – 9.9, the Seller warrants upon Delivery and for a period of 3 months after Delivery or such shorter time as may be specified on Goods packaging or labelling, delivery notes or any other form of Writing, that:
9.4.1 the Goods will correspond as far as reasonably possible with their specification and will be of merchantable quality and free from defects in material and workmanship, and
9.4.2 the Services will be provided as far as reasonably possible in accordance with the specification and using reasonable skill and care.
The Seller shall be under no liability:
9.5.1 in respect of any defect in the Goods or Services arising from any design or specification supplied by the Buyer;
9.5.2 in respect of any defect arising from fair wear and tear, deterioration, wilful damage, negligence, abnormal conditions, failure to follow the Seller’s instructions (as to use, storage or otherwise)(whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval; and
9.5.3 under the above warranty or any other warranty, condition or guarantee if the total Price has not been paid by the due date for payment.
The above warranty does not extend to goods, materials or equipment not manufactured or produced by the Seller in respect of which the Seller will endeavour to transfer to the Buyer the benefit of any such warranty or guarantee as is given to the Seller by the manufacturer or supplier.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or Services or their failure to correspond with specification shall (whether or not Delivery is refused by the Buyer) be notified to the Seller within 3 days and confirmed in writing within 7 days from the date of Delivery or where the defect or failure was not apparent on reasonable inspection within 3 days and confirmed in writing within 7 days from the time when the Buyer discovers or ought to have discovered the defect or failure. If the Buyer fails to comply with the provisions of this Condition 9.7 the Buyer shall not be entitled to reject the Goods or Service and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price as if the Goods or Services had been delivered in accordance with the Contract.
Where any Goods or Services are found to the reasonable satisfaction of the Seller to be defective in accordance with these Conditions, the Seller shall, subject to the preceding sub-conditions be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the Price for the Goods or Services (or a proportionate part of the Price), but the Seller shall have no further liability to the Buyer.
Any Goods replaced by the Seller will belong to the Seller and any replacement Goods will be subject to the benefit of the unexpired portion of any warranty given.
10 Force Majeure
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods or Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control, examples of which include, but shall not be limited to, an act of God, flood, fire, tempest, accident, war, terrorism, civil disturbance, restrictions, regulations, bye?laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery.
11 Export Terms
Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
Where the Goods or Services are supplied for export from the United Kingdom, the provisions of this condition 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller and signed by a director of the Seller) apply notwithstanding any other provision of these Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into, or the provision of the Services, within the country of destination and for the payment of any duties on them.
Unless otherwise agreed in Writing between the Seller and the Buyer, the Goods shall be delivered “FOB” the sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 (as amended).
Unless otherwise agreed in Writing payment of all amounts due to the Seller shall be made by irrevocable letter of credit in a form acceptable to the Seller opened by the Buyer in favour of the Seller and confirmed by a London clearing bank acceptable to the Seller.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will be construed as a waiver of any of its rights under the Contract and no waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
15 Contracts (Rights of Third Parties) Act 1999
The parties do not intend that anything contained within these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to them.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior consent in Writing of the Seller. The Seller may assign the Contract or any part of it at any time to any person firm or company.
Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller.
In the event the Buyer deals as a consumer, nothing in these Conditions excludes or purports to exclude a consumer’s statutory rights.
19 Governing Law
The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the jurisdiction of the English courts.