E-Commerce Conditions of Sale
1.1 All quotations are made and all orders are accepted subject to the following conditions. All other terms, conditions or warranties whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the Company in writing.
1.2 Quotations shall be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.
1.3If any statement or representation has been made to the customer by the Company, its servants or agents, upon which the customer relies other than in the documents enclosed with the Company’s quotation or acknowledgement of order then the customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm reject or clarify the point and submit a new quotation.
1.4 These terms and conditions can only be altered or qualified by a document signed by a director of the Company setting out in full all the relevant alterations and qualifications.
2.1 Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
2.2 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Alterations by the Customer in design specifications or quantities required may result in delay in delivery.
2.3 Failure by the customer to take delivery of or to make payment in respect of any one or more instalments of Goods delivered hereunder shall entitle the Company to treat the whole contract as repudiated by the Customer.
2.4The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and payment for the goods shall be made in accordance with these Conditions.
2.5Any packaging supplied by the Company unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of transit of usual duration.
RISK & TITLE
3.1Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Goods.
3.1.1If the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the time when the Goods or a relevant part thereof arrive at the place of delivery, or
3.1.2in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of the Company.
3.2Title to the Goods or any relevant part thereof shall only pass to the Customer upon the happening of any one of the following events:-
3.2.1the Customer has paid to the Company all sums due and payable by it to the Company under this Contract and all other prior contracts between the Company and the Customer, or
3.2.2when the Company serves on the customer notice in writing specifying that title in the Goods or such part thereof has passed.
3.3The Company may recover Goods in respect of which title has not passed to the Customer at any time and the Customer hereby licences the Company its officers, employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that condition 3.4 below is being complied with by the Customer or recovering any Goods in respect of which property has not passed to the Customer. In the event of the Goods being at the premises of a third party by the direction of the Customer then the Customer shall if so required by the Company remove the Goods from such premises and return them to the Company forthwith.
3.4The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the whole of the proceeds of sale belong to the Company and shall be held by the Customer on trust for the Company and be paid into a separate bank account designated as a trust account for the Company who shall pay to the Customer by monthly payment an amount equal to the Customer’s profit mark up in respect of such Goods sold by the Customer during the preceding month.
3.5Until title to the Goods has passed to the Customer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contract. If the Company so requires the Customer shall store the Goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company.
4.Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.
5.1All prices are unless otherwise quoted ex works exclusive of VAT and are subject to fluctuation in the event of any increase in the cost of labour due to local or national awards or increases in the cost of materials and overheads. Any increase in such costs during the period of the contract will be added to the quoted price.
5.2In the event of any alteration being requested by the Customer and agreed by the Company in design or specification the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.
5.3The cost of carriage and packaging if required by the Customer shall unless otherwise stated be charged extra and is not refundable.
5.4The price(s) quoted/charged do not include any allowance for the cost of collection, treatment, recovery and disposal of the equipment.
TERMS OF PAYMENT
6.1Unless otherwise agreed by the Company in writing the terms of payment shall be cash with order.
6.2 Where goods are delivered by instalments the company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Conditions.
6.3 No disputes arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment in full by the Customer.
6.4 In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any contract or contracts between the Company and Customer without notice and to charge interest on any amount outstanding at the rate of 4% per annum above the Base Rate of Barclays Bank plc in force at the time when payment was due.
7. The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required.
SHORTAGES AND DEFECTS APPARENT ON INSPECTION
8.1 The Customer shall have no right or claim for shortages or defects in the Goods apparent on visual inspection unless:-
8.1.1the Customer inspects the Goods within three working days of arrival at its premises or other agreed destination and
8.1.2a written complaint is made to the Company within fourteen days of receipt of the Goods or such shorter period as the carriers conditions (if applicable) require specifying the shortage or defect and
8.1.3the Company is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration with the Goods.
8.2If a complaint is not made to the Company as herein provided then the Goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
DEFECTS NOT APPARENT ON INSPECTION
9.1The Customer shall have no claim in respect of defects not apparent on the visual inspection at the time of delivery envisaged by these Conditions unless:-
9.1.1a written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered and no use is made of the Goods thereafter and no alteration made thereto or interference made therewith before the Company is given an opportunity in accordance with this Conditions to inspect the Goods;
9.1.2the complaint is sent within 12 months of the date of delivery by the Company or in the case of items not manufactured by the Company within the guarantee period specified by the manufacturer of such item.
9.2The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
9.3The Company shall not be liable for loss or damage suffered by reason of continued use of the Goods after the Customer becomes aware of a defect or after circumstances which should reasonably have indicated to the Customer the existence of a defect.
9.4The Company may within 30 days of receiving such a written complaint inspect the Goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.
10.1Save as otherwise provided by the other conditions of these Conditions Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this contract.
10.2In the event of the condition of the Goods being such as might or would (subject to these Conditions) entitle the Customer to claim damages or to repudiate the contract the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute Goods and the Company shall thereupon be entitled at its option to repair or take back the defective Goods and to supply satisfactory substitute Goods free of cost and within a reasonable time. If the Company does so repair the Goods or supply satisfactory substitute Goods the Customer shall be bound to accept such repaired or substituted Goods and the Company shall be under no liability in respect of any further loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered.
10.3In the case of Goods not manufactured by the Company the Company gives no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe patent copyright or other industrial property rights of any other person firm or company.
11.Save where the Company is shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods and such failure results in death or personal injury the Company shall not be liable in respect of claims arising by reason of death or personal injury. Further under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with installation of repaired or substitute goods) loss of profits or damage to property.
12.All drawings documents confidential records, computer software and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the Customer will not without the written consent of the Company either give away loan, exhibit or sell any such drawings documents records software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods for which they are issued.
13.1The Customer shall be solely responsible for ensuring that all drawings information advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer’s agents servants consultants or advisers are accurate correct and suitable. Examination or consideration by the Company of such drawings information advice or recommendation shall in no way limit the Customer’s responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.
13.2The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of Goods to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they involve an infringement of a Patent Copyright Registered Design or Design Copyright or other exclusive right.
DATA & TECHNICAL INFORMATION
14. The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details examples of installation and methods of assembly and all other technical data in such literature are based on experience and upon trials under test conditions and is provided for general guidance only. No such information shall form part of the contract unless the Customer shall have complied with Condition 1.3 hereof relating to statements and representations.
15. If the Customer shall become bankrupt or under the provision of Section 123 of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
16.Neither party shall not be under any liability for any delay, loss or damage caused wholly or in part by act of God governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such disputes involves its employees or not or by reason of any other act matter or thing beyond its reasonable control including failure by the other party to carry out the provisions of these Conditions.
17. The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.