1.1 In these Conditions the following words shall have the following meanings:
1.2 In these Conditions references to any statute or statutory provision shall unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions headings will not affect the construction or interpretation of these Conditions.
Back to top2.1 Subject to any variation under condition 2.3, these Conditions apply to all Contracts between the Seller and the Buyer to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 The terms in these Conditions shall prevail over any terms put forward by the Buyer and no conduct of the Seller shall constitute acceptance of any terms put forward by the Buyer unless the Seller expressly agrees to them in writing signed by a director of the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
2.3 No additions to or variations of these terms shall be binding on the Seller unless in writing signed by a director of the Seller.
2.4 No employee or agent of the Seller has any authority to make any representations on behalf of the Seller as to the effect of these terms.
Back to top3.1 Unless expressly agreed in writing by a director of the Seller or the Seller’s sales staff the price for the Goods shall be the price set out in the Seller’s price list published on the date of delivery or deemed delivery.
3.2 The Seller reserves the right to vary its published price list by written notice to the Buyer.
3.3 Unless expressly stated otherwise all prices are exclusive of value added tax.
Back to top4.1 Subject to Condition 4.2, payment for the Goods is due no later than the days after the delivery date or date of deemed delivery. This will depend on your account type (pro forma, 30 days etc.)
4.2 The Seller shall in its absolute discretion and following receipt of satisfactory credit references, be entitled to set a credit limit on the account of the Buyer. The Seller shall be entitled to increase or decrease any credit limit granted by providing the Buyer with notice in writing. The provisions of this clause 4 shall apply to any credit account granted by the Seller.
4.3 Time for payment shall be of the essence.
4.4 The Buyer shall make all payments due under the Contract without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.
4.5 If the Buyer fails to pay the Seller any sum due pursuant to the Contract:
5.1 The Seller shall use reasonable endeavours to meet any delivery date but any date named by the Seller for delivery is given and intended as an estimate only and is not to be of the essence of the Contract. The Buyer shall nevertheless be bound to accept the Goods when delivered.
5.2 The Seller shall not be liable to the Buyer for any losses caused to the Buyer by the late delivery of the Goods.
Back to top6.1 The Seller reserves the right to without liability defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in performing any of its obligations under the Contract if and to the extent that the failure is caused by circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
Back to top7.1 The Seller warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
7.2 It is the Buyer’s responsibility to inspect and test the Goods and each and every part thereof to see that they are in order.
7.3 If any of the Goods do not conform with any of the warranties in condition 7.1 the Seller shall at its sole option either:
7.4 These Conditions apply to any repaired or replacement Goods supplied by the Seller.
Back to top8.1 Subject to condition 7 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence, fraudulent misrepresentation or fraud.
8.4 Subject to conditions 8.2 and 8.3:
9.1 The Seller shall not be liable in any way whatsoever for short delivery unless the Buyer notifies the Seller of any shortage within 3 working days of date of delivery or deemed delivery.
Back to top10.1 The Goods are at the risk of the Buyer from the date of delivery.
10.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
10.3 Until the ownership of the Goods has passed to the Buyer, the Buyer must:
10.4 If the Buyer :
then the Buyer’s right to possession of the Goods shall terminate immediately, the Seller shall immediately be entitled to the price and the Seller shall be entitled (without prejudice to its other claims and rights under the Contract) to suspend or cancel further deliveries or services under this Contract and any other contract between the Seller and the Buyer and treat the Contract as wholly repudiated by the Buyer and forthwith to terminate the Contract.
10.5 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.
10.6 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.
Back to top11.1 The Buyer shall indemnify the Seller against all claims and demands whatsoever made by any person or persons against the Seller in respect of injury, loss or damage arising directly or indirectly from the delivery and use of the Goods supplied by the Seller, howsoever caused and whether or not amounting to negligence.
Back to top12.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.3 Any concession made by the Seller or waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer will not be construed as a waiver of any of its rights under the Contract.
12.4 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
12.5 The Seller reserves the right to correct any clerical errors made by its employees at any time.
12.6 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.7 Where the Contract is for Goods being exported, the Uniform Law or International Sales Act 1967 shall not apply.
12.8 The formation, construction and performance of this contract shall be governed in all respects by English Law and the parties submit to the exclusive jurisdiction of the English courts.
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