1. APPLICATION OF THESE CONDITIONS. By ordering any Goods from the Seller, the Buyer will be deemed to accept that these Conditions take precedence over any other terms or conditions contained on or in any letter, order form, acceptance form, receipt or the like received by the Seller in connection with Goods so ordered and that any such other terms or conditions will not form part of the Contract between the Seller and the Buyer unless specifically agreed in writing by both the Buyer and the Seller. These conditions and the terms of the Seller’s written acceptance of the Buyer’s order represent the entire agreement between the Buyer and the Seller relating to the Goods.
2. ACCEPTANCE OF ORDER AND EXPIRY DATE. Orders are accepted only upon and subject to the Seller’s Conditions of Sale as printed herein. Unless expressly accepted in writing by the Seller any qualification of these conditions by the Buyer in any written or printed document or otherwise shall be inapplicable. Unless previously withdrawn the Seller’s quotation expires fourteen days after the date thereof. No binding contract shall be created by the acceptance on the part of the Buyer of a quotation or offer made by the Seller until written notice of the acceptance of the order shall have been given by the Seller.
a) If no time for delivery is specified in the contract the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
b) The risk in Goods shall pass to the Buyer when the Goods are delivered to the Buyer, or in accordance with his instruction. Any complaint of short delivery or of damaged goods in transit must be notified within three days of receipt of Goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver Goods invoiced must be so notified within fourteen days of the date of the invoice.
c) Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.
d) Any time or date for delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising directly or indirectly from delay in delivery however caused.
4. PRICE. Except where a price is stated to be “fixed” by the Seller on its written acceptance of the Buyer’s order any price quoted by the Seller or comprised in the order or contract is provisional only and the actual price to be paid by the Buyer shall be the Seller’s price ruling at the date of despatch. All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus VAT.
5. CREDIT TERMS.
a) Subject to the Seller being satisfied with any trade references it may wish to take up and to any agreement in writing made to the contrary, payment shall be made within thirty days from the date of despatch. For the purpose of this paragraph the date of despatch shall be deemed to be the date of the Seller’s invoice. Unless otherwise agreed in writing payment shall be made to Seller on or before the date due without deduction of any kind whatsoever. Should default be made by the Buyer in paying any sum due under any contract as and when it becomes due, or should the Buyer be in breach in any respect of the contract entered into, the Seller shall have the right, with or without notice, at the discretion of the Seller, either to suspend all further deliveries until the default be made good, or, to terminate any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim of right the Seller might otherwise make or exercise.
b) If there is any amount remaining unpaid to the Seller after the date when it became due, the Seller may charge interest thereon during the period that the said amount remains unpaid at the rate of 3% per annum above the relevant Base Rate(s) of Royal Bank of Scotland Plc prevailing during such period and such interest shall be added to the amount due from the Buyer to the Seller and calculated on a daily basis.
a) Property and title in and to the Goods shall remain with the Seller as legal (and where applicable equitable) owner as the Seller’s sole and absolute property until such time as the Buyer shall have paid to the Seller the price for the Goods (in cash or cleared funds) plus VAT in full and any interest and charges relating thereto and paid all other sums due to the Seller from the Buyer (whether under any Contract or otherwise).
b) Where English law applies to this clause in accordance with Condition 13 below, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for Seller until all sums are paid in accordance with Clause 5(a) and property in the Goods passes to the Buyer.
c) Until all sums are paid by Buyer to Seller under all Contracts between the Seller and the Buyer or otherwise in accordance with Condition 5(a) and property in the Goods has passed to the Buyer:
i) The Buyer shall store the Goods separately from other goods in its possession and marked in a manner which makes them readily identifiable as the Goods of Seller;
ii) notwithstanding that the Goods (or any of them) remain the property of the Seller, the Buyer may use or sell the Goods in the ordinary cause of its business at full market value for the account of the Seller. Any such sale of or dealing in the Goods shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s behalf and the Buyer shall deal as principal when making such sales or dealings;
iii) the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into an overdrawn bank account and shall at all material times be identified as the Seller’s money;
iv) the Buyer shall at all times keep the Goods comprehensively insured against normal perils and damage;
v) the Buyer shall subrogate to the Seller any rights that it may or will have in respect of the insurance money recoverable for the Goods;
vi) the Buyer shall not pledge, encumber or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller;
vii) the Buyer shall permit any officers, employee, representative or agents of the Seller to enter with or without vehicles onto the Buyer’s premises or other sites where the Goods are located and to inspect and/or repossess the Goods.
d) If the Buyer pledges, encumbers or charges the Goods by way of security (other than by way of a floating charge which has not crystallised), in addition to any other rights or remedies the Seller may have under these Conditions or otherwise, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. e) The above provisions shall not be prejudiced by work upon the Goods by the Buyer or merger of the Goods with other goods or materials insofar as the Goods remain reasonably identifiable and/or retrievable. f) Notwithstanding the fact that property in title in and to the goods shall remain with the seller until such time as the Buyer shall have paid to the Seller the price of the goods and otherwise as stated in Clause 5(a), the seller shall be entitled to sue for their price once its payment has become due in accordance with Clause 5 hereof.
a) The Seller warrants that the Goods are of satisfactory quality and that they comply with any description or specification supplied by the Seller.
b) The Seller gives no warranty that the Goods are suitable for any particular purpose or for use under any specific conditions, unless the Buyer has given full details of the purpose or conditions and the Seller has expressly warranted the Goods’ suitability in writing.
c) Save as stated, the Seller accepts all liability under any warranty express or limited, statutory or otherwise.
d) If the Buyer alleges any goods fail to comply with the warranty given, it shall return the goods to the Seller, which, after it has had a reasonable time to investigate and examine the Goods, may: i) replace the Goods; or ii) accept the return of the Goods and credit the Buyer with the purchase price; or iii) make the Buyer an allowance representing the difference between the value of the goods at the time of the complaint by the Buyer and the value they would have had if they had been in accordance with the contract, providing the Buyer pays the balance not in dispute according to normal terms.
e) Goods shall not be returned without prior agreement between the Buyer and the Seller. No claim can be entertained after the Goods or any part thereof have been processed in any way.
f) Goods returned for reason of not required or ordered in error shall be subjected to a restocking charge of 15% of the invoiced price of those Goods returned.
8. INDEMNITY. The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specification or instruction which involves the infringement of any letters patent, registered design copyright or other industrial property right.
9. BUYER’S SPECIFICATION. a) Where the Goods are to be supplied to any specification of the Buyer, the Buyer shall make such specification available to the Seller in such time as is reasonable to enable the Seller to despatch the Goods thereunder. b) Should any material parts specified or required by the Buyer hereunder be unavailable for the timely satisfaction of the Buyer’s order the Seller’s obligation to complete performance shall upon notification posted to the Buyer be suspended until such time as the unavailable materials or parts become available, and any necessary adjustment to the price made by the Seller shall be accepted by the Buyer.
10. FORCE MAJEURE. Neither the Buyer nor the Seller shall be under any liability for any delay loss or damage caused wholly or in part by act of God, Government restrictions conditions or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its servants or not or by reason of any act, matter or thing beyond its reasonable control.
11. SET-OFF AND COUNTERCLAIM. The Buyer may not withhold payment or any invoice or other amount due to Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
12. DATA PROTECTION ACT 1998. The Buyer acknowledges that the Seller may make a search with a credit reference agency and keep a record of that search on computer or in manual records and may share that information with other businesses. The Seller may also make enquiries about the principal directors with a credit reference agency.
13. LAW OF CONTRACT. This contract shall be considered a contract made in England and shall be governed in all respects by the Law of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
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