These conditions shall apply to all tenders, offers, quotations, orders, acceptances, deliveries, and contracts relating to the sale of goods by the seller, unless the Seller otherwise agrees in writing.
No other conditions or modifications of these Conditions shall be binding on the Seller unless the Seller agrees thereto in writing and the Seller shall not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any purchase order or other communications from the buyer.
No representative, agent or salesman who is not a director of the Seller has any authority to amend or waive any of these Conditions or other provisions of the Contract.
Neither these Conditions nor any other provisions of the Contract shall be suspended, amended, or waived except with the written agreement of the Seller.
“Contract” means the contract for the sale and purchase of the goods (in which these conditions apply). ‘Goods’ means the goods (including any instalment of the Goods or any parts for them) which the Seller is to supply pursuant to or in connection with the Buyer ‘s purchase order and the Contract.
‘Buyer’ means the person who accepts a quotation of the Seller for the sale of Goods or whose order for Goods is accepted by the Seller.
All descriptions and prices, and any other information submitted by the Seller or included in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by the Seller are deemed approximate only and, subject to that shall form part of the Contract.
Any typo graphical, clerical, or other error or omission in any sales literature, quotation, price list, acknowledgement of order, invoice or other document of information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
The Seller reserves the right to make any changes in the description of Goods which are ordered.
No cancellation of accepted orders will be permitted other than by express agreement in writing by the Seller. The Buyer will indemnify the Seller 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.
The price of the Goods shall be the Seller ‘s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only, or until earlier acceptance by the Buyer, alter which time they may be altered by the Seller without giving notice to the Buyer.
The Seller reserves the right to amend prices to cover any change in its costs (including without limitation costs of labour, transport and services, and fluctuations in currency exchange rates and any tax, fee or charge imposed by any government or other authority) up to the date of dispatch of Goods to the buyer.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging, storage and insurance.
The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller. The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller.
Unless otherwise agreed in writing by the Seller, the invoice amount is due for payment prior to despatch of Goods.
If payment is overdue the Seller shall (without prejudice to any right to damages or other remedy), shall be entitled to withhold further order s, until payment is made and/or to cancel the Contract in relation to the whole or part of the Goods remaining undespatched.
The Seller reserves the right to charge interest at an annual rate of 4% above the base rate of Royal Bank of Scotland pie on all overdue monies.
7Despatch & Delivery
At any time or date quoted by the Seller for despatch or delivery is approximate only and the Seller will not be liable for failure to despatch or deliver within the quoted time nor shall any such failure entitle the Buyer to rescind or repudiate any contract between the Seller and the Buyer.
The Seller reserves the right to make despatches or deliveries by instalments. The period in which delivery or despatch is made and the quantity of Goods despatched or delivered in each instalment, shall be at the Seller’s discretion.
Not with standing, any express agreement as to the date of delivery, the Seller shall be entitled to postpone or cancel dispatch or delivery in whole or part when the Seller is delayed in or prevented from obtaining, despatching or delivering any Goods by strikes, lockouts, trade disputes or labour troubles or any cause beyond the seller’s reasonable control including, but without limitation, act of God, act of the Buyer or its agents, embargo or other government act or request, fire, accident, war, riot, delay in transportation or inability to obtain adequate labour or manufacturing facilities.
8Buyer’s obligations and claims on delivery
The Buyer will:
(i) examine Goods carefully on receipt
(ii) notify the Seller (and any carrier for the Seller) in writing immediately on receipt of goods: of any error in quantity or weight or description of Goods delivered; or if they were mixed with others not included in the Contract; or of any damage to Goods revealed by such examination and not caused since delivery was taken.
Failure to make any notification in accordance with conditions 8.l (ii) shall constitute a waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed.
The risk of loss or damage to the Goods pass to the Buyer when the Goods are made available at the Seller’s premises for collection by or on behalf of the Buyer.
10Title to goods
Notwithstanding receipt of the Goods by the Buyer and the passing of risk in the Goods, or any other provision of these Conditions, full legal and beneficial ownership of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds in full of the price of the Goods.
Until such time as full legal and beneficial ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary’s agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected, insured, and identified as the Seller’s property but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
Until such time as full and beneficial ownership of the Good s passes to the Buyer, (and provided the Goods have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
Even though full legal and beneficial ownership has not been passed to the Buyer the Seller shall be entitled to sue for their price once payment has become overdue.
11Warranties and liability
The Seller warrants that Goods supplied by it are in accordance with their specification and free of defects caused by reason of faulty materials or workmanship. Subject as aforesaid all other warranties and conditions whether express or implied by statute, common law, EC law or trade custom (in any case whether arising in contract, tort or otherwise) are hereby excluded so far as the law permits. The Seller’s obligation in respect of any defective Goods shall be limited to the repair or replacement (at the Seller’s discretion) of the Goods concerned together with further damages for direct injury loss or damage (if finally adjudged by a court to have been caused by defects in the Goods supplied) not exceeding the contract price in question. The seller shall not be liable for any indirect consequential or economic loss or damage howsoever caused or for any loss of profit (in any case whether arising in contract, tort or otherwise) except in respect of death or personal injury caused by the Seller ‘s negligence.
i. The Buyer must examine Goods carefully on receipt and must notify the Seller immediately of any apparent defect.
Any claim for breach of the warranty in condition 11.1 will be barred unless full written notice of the defects giving rise to the claim and amount claimed (together with a calculation showing how the amount is arrived at) are given to the Seller within 1 month of the despatch of the Goods by or on behalf of the Seller.
Any Contract entered into shall in all respects be governed by English Law and the Buyer shall submit to the jurisdiction of the English courts.
Any order given to the Seller, or acceptance of a tender by the Seller shall be deemed as conclusive proof that the Buyer has accepted these conditions.
Where Goods are supplied for export from the United Kingdom, this condition 14 shall (subject to any special terms agreed in writing between the Buyer and Seller) apply in addition to the remainder of these Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing:
i. The importation of the Goods into the country or destination and for the payment of any duties on them;
ii. Resale of the Goods or any of them in the country of destination or any other place where the Goods or any of them are resold by or on behalf of the Buyer.
iii. Unless otherwise agreed in writing between the Buyer and the Seller, and subject to any contrary provision in the remainder of these Conditions, the Goods shall be delivered fob (as defined in the Incoterms current when the Contract is made) the air or sea port of shipment and the Seller shall be under no obligations to give notice under section 32 (3) of the Sale of Goods Act 1979 (or any re enactment or modification of it) and it is the Buyer’s duty to insure the Goods.
The Seller shall accept no liability for any claim which is made alter shipment in respect of any defect in the Goods which would be apparent upon careful examination of the Goods before shipment, or in respect of any damage during transit. Clause 11 is limited accordingly.