Terms and Conditions of Sales
| 1. BASIS OF SALE | |
| 1.1. | The Seller shall sell and the Buyer shall purchase the Goods in an Order subject to these Conditions to the exclusion of all other terms and conditions. |
| 1.2. | The Buyer acknowledges that it has not relied on any statement, promise or representation made by, or on behalf of, the Seller not set out in the Contract. |
| 1.3. | If performance of the Contract requires any government licence or other permit, the Contract shall be conditional upon such licence or other permit being available. |
2. ORDERS | |
| 2.1. | Each Order shall be deemed to be an offer by the Buyer to purchase the Goods subject to these Conditions and shall only be accepted by the Seller when acknowledged in writing or when the Goods are delivered (whichever occurs first). |
| 2.2. | Any typographical, other error or omission in an Order or any other document or information shall be subject to correction without any liability on the part of the Seller. |
| 2.3. | Quotations are valid for a period of 30 days if not previously withdrawn. |
| 2.4. | If the Buyer cancels an Order, it shall indemnify the Seller in full against all costs (including labour and material) and expenses incurred as a result. |
3. DESCRIPTION AND SPECIFICATION | |
| 3.1. | Subject to Condition 9.1, all samples, drawings, descriptions, specifications and advertising are issued to give an approximate idea of the Goods only. They shall not form part of the Contract and this is not a sale by sample. |
| 3.2. | The Seller reserves the right to change all samples, drawings, descriptions, specification and advertising of the Goods from time to time, including but not limited to conform with applicable statutory requirements. |
4. PRICE OF THE GOODS | |
| 4.1. | The price shall be as quoted by the Seller at the time of the Order. and shall apply to such specific Order made by the Buyer in terms of quantity and description of the Goods ordered”Unless otherwise stated, it excludes VAT and any import, sales or other duties (which the Buyer shall also pay) but includes the cost of delivery to UK mainland addresses. The cost of delivery to addresses outside mainland UK shall be additionally payable by the Buyer. |
| 4.2. | The Seller may also charge for all reasonable costs that are necessary to give effect to the Contract. The Seller shall use reasonable endeavours to provide the Buyer with and agree an estimate of costs in advance. The Seller reserves the right to revise the estimate of costs if the actual cost is different from the estimate of costs and shall promptly notify the Buyer of any such change. |
| 4.3 | In the event that the Buyer alters or cancels part of the Order after the date of the Order, the Seller reserves the right to vary the price of the Order and cancel any discounts that may have been offered to the Buyer in respect of the original Order and recoup them from the customer. |
5. TERMS OF PAYMENT | |
| 5.1. | The Seller may invoice the Buyer on, or after, delivery. If the Buyer fails to take delivery, the Seller may invoice any time after it has notified the Buyer that the Goods are ready for delivery. |
| 5.2. | UK Buyers shall pay invoices within 30 days of the date of invoice. Other Buyers shall pay invoices upon presentation of shipping documents in London against irrevocable letters of credit confirmed by a UK clearing bank with the Seller named as sole beneficiary. |
| 5.3. | The time for payment shall be of the essence and shall only be deemed to have been made when the Seller has received cleared funds. The Buyer shall make all payments in full without any deduction whether by way of set-off, counterclaim, discount or otherwise. |
| 5.4. | If the Buyer fails to pay on time, the Seller may without prejudice to its other rights or remedies: |
| 5.4.1. | cancel the Contract or suspend further deliveries to the Buyer thereunder; |
| 5.4.2. | request immediate payment of all sums outstanding under the Contract and any other contract, even if the date for payment has not yet fallen due; and |
| 5.4.3. | charge interest (both before and after any judgment) on the amount unpaid at the rate of 4% above its bank’s base rate from time to time until payment in full is made. |
6. DELIVERY | |
| 6.1. | Delivery shall be made by the Seller delivering the Goods to the address specified in the Order and shall be deemed to be effected when the Goods are off-loaded from the delivery vehicle. |
| 6.2. | Dates quoted for delivery are approximate only. Time for delivery shall not be of the essence. If no dates are specified, delivery shall be within a reasonable period. |
| 6.3. | The Seller shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by a delay in delivery, nor shall a delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 60 days. |
| 6.4. | If the Buyer fails to take delivery or give the Seller adequate delivery instructions, the Seller may, without prejudice to its other rights or remedies, store the Goods until actual delivery and charge the Buyer for the costs of storage (including insurance), or sell them at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract. |
7. NON-DELIVERY | |
| 7.1. | The quantity of any consignment as recorded by the Seller upon despatch shall be conclusive evidence of the quantity received by the Buyer on delivery, unless the Buyer can provide conclusive evidence to the contrary. |
| 7.2. | The Seller shall not be liable for non-delivery of Goods unless the Buyer gives written notice of non-delivery within 5 days of the date when they should have been received. |
| 7.3. | The Seller’s liability for non-delivery in any event shall be limited to replacing the Goods within a reasonable time or issuing a credit note against future invoices. |
8. RISK AND PROPERTY | |
| 8.1. | Risk in the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery, at the time when the Seller has tendered delivery of the Goods. |
| 8.2. | Title shall pass when the Seller has received in cash or cleared funds payment in full for the Goods and for all other sums then due from the Buyer. Until such time, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and keep them separate from other goods and properly stored and insured. If the Buyer fails to deliver up the Goods when requested to do so, the Seller may enter any premises of the Buyer or a third party to repossess them. |
| 8.3. | The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller. |
| 8.4. | No claim for loss of, or damage to, the Goods in transit will be accepted unless the Buyer notifies the Seller in writing within 5 days of delivery of the Goods and unless such loss or damage is noted on the delivery note for such Goods. |
9. QUALITY | |
| 9.1. | The Seller warrants that, upon delivery and for a period of 12 months (or such other period as set out in the Seller’s product literature), the Goods shall: |
| 9.1.1. | be of satisfactory quality within the meaning of the Sale of Goods Act 1979; |
| 9.1.2. | be reasonably fit for the purposes described in the Seller’s documentation; and |
| 9.1.3. | be within the tolerances allowed by appropriate BSI standards. |
| 9.2. | The Seller’s liability for breach of the warranty in Condition 9.1 shall be limited to repairing or (at its option) replacing the Goods so that they comply with the terms of the warranty set out in Condition 9.1. |
| 9.3. | The Seller shall not be liable for a breach of the warranty in Condition 9.1: |
| 9.3.1. | for defects arising from fair wear and tear, wilful damage, negligence, abnormal conditions, failure to follow instructions, misuse or unauthorised alteration or repair; |
| 9.3.2. | f the total price for the Goods has not been paid by the due date for payment; |
| 9.3.3. | unless the Buyer gives the Seller written notice of the defect within 5 days of the time when the Buyer discovers, or ought to have discovered it; |
| 9.3.4. | unless the Seller is given the opportunity of examining the Goods; or |
| 9.3.5. | if the Buyer has breached any of its obligations as set out in the Seller’s leaflet – Warranty Guidance Notes. |
10. LIABILITY | |
| 10.1. | Subject to Conditions 2, 6, 7 and 9, the following provisions set out the entire liability of the Seller in respect of any breach of these Conditions, any use made, or resale by, the Buyer of the Goods, and any representation, statement or tortious act or omission. |
| 10.2. | All warranties, conditions and other terms implied by statute or common law (save for the condition implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. |
| 10.3. | Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence; under section 2(3) of the Consumer Protection Act 1987; or for fraud or fraudulent misrepresentation. |
| 10.4. | Subject to Conditions 9, 10.2 and 10.3: |
| 10.4.1. | the Seller’s total liability in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and |
| 10.4.2. | the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) arising in connection with the performance or contemplated performance of the Contract. |
11. INSOLVENCY AND BREACH | |
| 11.1. | If the Buyer (i) calls a meeting of its creditors or makes a voluntary arrangement with them; (ii) becomes bankrupt or subject to an administration order; (iii) presents, or is subject to, a petition for its winding up; (iv) goes into liquidation (other than for amalgamation or reconstruction purposes); (v) has a receiver appointed over the whole or any part of its assets; (vi) ceases or threatens to cease to carry on business; or (vii) commits an irremediable breach of the Conditions; or |
| 11.2. | If the Seller reasonably considers that any of the events in Condition 11.1 is about to occur, it shall, without prejudice to its other rights or remedies, be entitled to cancel the Contract or suspend further deliveries thereunder without incurring any liability to the Buyer. If at that time, the Goods have been delivered but not paid for, payment shall become immediately due, notwithstanding any arrangements to the contrary. |
12. EXPORT TERMS | |
| 12.1. | If there is any conflict between the provisions of Incoterms and these Conditions, these Conditions shall prevail. |
| 12.2. | The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon or licences in connection therewith. |
| 12.3. | The Goods shall be delivered at the air or 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. |
13. FORCE MAJEURE | |
| The Seller reserves the right to defer the date of delivery, cancel the Contract or reduce the number of Goods delivered without liability to the Buyer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control, including, without limitation, lock-outs, strikes or labour disputes, inability or delay in obtaining supplies provided that, if such event continues uninterrupted for 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract. | |
14. GENERAL | |
| 14.1. | These Conditions may only be varied with the prior written agreement of a director of the Seller. |
| 14.2. | The Contract shall be governed by and interpreted in accordance with English law and the Seller and the Buyer both submit to the jurisdiction of courts of England and Wales. |
| 14.3. | The Buyer shall not assign any of its rights without the Seller’s prior written consent. The Seller shall be free to assign any of its rights or novate its obligations. |
| 14.4. | Nothing in this Agreement shall create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999. |
| 14.5. | Notices shall be in writing and addressed to a party at its registered office or principal place of business or such other notified address. |
| 14.6. | A failure by the Seller to act on a breach by the Buyer of the Contract shall not constitute a waiver of that breach or any other breach. |
| 14.7. | If a Condition is held by a competent authority to be invalid or unenforceable in whole or in part but would be valid and enforceable if part of it were deleted, that Condition shall be deemed to apply with such modifications as may be necessary to make it valid and enforceable, and any such modification shall not affect the validity of any other Condition and/or the Contract. |
15. INTERPRETATION In these Conditions: | |
| “Buyer” | means the person whose details are set out in the Order; |
| “Conditions” | means these conditions of sale and “Condition” shall be construed accordingly; |
| “Contract” | means a contract for the sale and purchase of Goods on these Conditions; |
| “Goods” | means the goods whose details are listed overleaf; |
| “Incoterms” | means the International Rules of the International Chamber of Commerce as are in force at the date when the Contract is made; |
| “Order” | means the Buyer’s order for the Goods as set out overleaf; |
