Terms & Conditions
Terms and Conditions
(a) “the Purchaser” means the person company or firm by whom the goods are purchased (b) “the Goods” means the goods products or other items the subject of the contract or contracts to which these conditions apply.
(a) These conditions supersede any earlier terms contained in any documents emanating from us or any of our agents. They constitute the only terms on which we are willing to sell Goods and the Purchaser by ordering or taking delivery of Goods agrees that they shall apply to the exclusion of their own conditions (if any).
(b) No variation to these conditions shall be binding unless agreed in writing between a Director of ourselves and the Purchaser.
(c) Any additions accessories or ancillary goods or products which it may be agreed shall be supplied in connection with the goods or for use therewith and any other goods whatsoever which we may supply to the Purchaser in future shall be supplied on the terms contained in these conditions.
3. Description of Goods
Except as otherwise agreed in these conditions all descriptive matter samples weights dimensions specifications capacities brochures catalogues price lists and advertising matter are published or issued for the sole purpose of giving an approximate idea of the Goods described therein and no information contained in any of them or in any other document whatever shall form part of the contractual description of the goods nor shall they form part of the contract. We reserve the right to make without notice such modifications to the Goods as we deem necessary or desirable and the Purchaser shall not be entitled to object or to reject the Goods or any of them by reason of such modifications.
Furthermore the cut colour quality and weight may vary within reason from the specification set out in documentation.
(a) Payment for the Goods is due and shall be received by us in full within seven days from the date of the invoice or by such other date (whether earlier or later) as shall be specified by us in writing. We reserve the right to charge interest on overdue sums at the Barclaycard rate then prevailing or such other rate as may be specified from time to time in writing as well before as after Judgement. Under no circumstances shall payment be withheld or deferred. All costs, charges and expenses incurred by us in recovering any outstanding accounts shall be paid by the Purchaser on a full indemnity basis. Should payment become overdue we will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any rights of remedies available to us) the sum of £100 plus VAT or 10% plus VAT of the total debt, whichever is the greater, by way of liquidated damages and as a contribution to the administrative costs incurred together with any such other sums as may reasonably be incurred by us in taking steps to secure payment.
(b) The Purchaser shall pay the price for the Goods without any deduction whether by way of set-off counterclaim or otherwise howsoever. Time for payment shall be of the essence. Without prejudice to any other rights we may have we may postpone the performance of all or any of our obligations under the Contract whilst any amount due from the Purchaser to our account remains unpaid.
(c) Should the Purchaser be in default in respect of any of these terms and conditions of sale then all invoices shall become immediately due or owing and payable on demand
(a) Unless otherwise stated in writing by us all prices quoted are exclusive of VAT customs duties or levies or any similar duties or levies and any charges for carriage or delivery
(b) The goods shall be supplied by us at prices ruling on date of dispatch. We shall use our reasonable endeavours to provide current price lists and to give the Purchaser advance notice of alterations in prices of goods made by the us but we give no undertaking in that regard. All prices are subject to alteration without notice and without prejudice to the foregoing we may at any time increase prices if there is an increase in Excise or other duty or tax levied on the Goods.
(a) Unless otherwise agreed in writing we shall determine method date and time of delivery. Any delivery dates specified are approximate and time is not of the essence of delivery. We shall not be liable in any way in respect of late dispatch or delivery however caused nor shall such failure to dispatch or deliver be deemed to be a breach of the Contract.
(b) Delivery shall take place at our premises or if applicable on dispatch of the Goods to the relevant carrier.
(c) The Purchaser shall be responsible for the taking of delivery of the Goods at the agreed place. The Purchaser must examine the Goods on delivery and sign the appropriate delivery note and note any damage or loss on the same.
7. Delivery by Instalments
Where more than one item of goods is included in any order we shall be entitled to make delivery by instalments. No delay shall entitle the Purchaser to reject any delivery or any further instalments or part of the order or any other orders from the Purchaser or to repudiate the contract or the order. Failure to accept delivery of and/or pay for any instalment shall entitle us to treat the Contract as repudiated or alternatively to store the Goods at the Purchaser's risk and the Purchaser shall be liable to the us for the reasonable costs of doing so.
8. Title and Risk
(a) The property in the Goods shall pass to the Purchaser upon whichever is the last of the following events namely payment in full of the price of the goods and payment in full of every sum which is due from the Purchaser to us whether under this contract or otherwise howsoever.
(b) Until the happening of the last such event the Purchaser shall keep the goods as bailee and shall insofar as may be possible store them in such a way that they are identifiable as our property and are separate from all other goods in the Purchaser's possession and ensure that the goods are properly stored protected and insured.
(c) (i) At any time before the happening of the last of the events mentioned in (a) above we may by notice in writing to the Purchaser determine the Purchaser's right to sell the goods and the Purchaser shall thereupon return the goods to us and shall cease to be in possession of the goods without our consent and at any time after the giving of such a notice the Vendor may enter upon the premises where the goods are or are reasonably believed to be and may remove them.
(ii) Notwithstanding sub-clause (i) above in the event of the Purchaser having a receiver or liquidator appointed in respect of its undertaking or if the Purchaser commits an available act of bankruptcy the Purchaser's right to use or sell the goods shall cease immediately upon such appointment.
(d) The Purchaser shall be entitled to use or sell the goods in the normal course of the Purchaser's business before the happening of the last event mentioned in (a) above but only upon the condition that if the Purchaser sells the goods the sale shall be on our behalf as owner and the proceeds of any such sale shall be held in Trust for us and in a separate identified account.
(e) Notwithstanding the foregoing the goods are at the entire risk of the Purchaser from the time of delivery and nothing in this condition shall in any way limit or modify the Purchaser's obligation to pay for the goods in accordance with these conditions.
9. Order and Amendments
(a) No order submitted by the Purchaser shall be deemed to be accepted by us unless and until confirmed in writing by our authorised representative. The Purchaser shall be responsible to us for ensuring the accuracy of the terms of any order submitted by the Purchaser and for giving the us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with its terms.
(b) No order which has been accepted by us may be cancelled by the Purchaser except with our agreement in writing and on terms that the Purchaser shall indemnify the us in full against all loss (including loss of profit) costs damages charges and expenses incurred by us as a result of cancellation.
10. Defects or Damages
(a) No claim for damage or shortages will be considered by us unless we receives written notice from the Purchaser within 24 hours from the date of the invoice. Alleged damaged goods shall be held by Purchaser without cost awaiting our instructions and the Purchaser shall allow our representative to examine the same. Any Goods considered to be out of condition shall be notified to us by the Purchaser immediately.
(b) If the Goods are not received within 7 working days after the invoice the PURCHASER SHALL NOTIFY NON RECEIPT IN WRITING TO US IMMEDIATELY otherwise no such claims can be considered.
(c) In case of alleged damage or shortage no deduction may be made by the Purchaser against any invoice except on our specific written authority.
(a) Our entire liability hereunder shall be limited to replacing defective damaged or non-delivered Goods notified in accordance with Condition 10. We shall not be liable for any loss or damage whatsoever direct indirect or consequential of whatever nature arising out of any act or omission of ourselves caused by the delivery supply or otherwise of any of the Goods.
(b) Our obligations hereunder are confined to those set out herein and save as aforesaid all warranties and conditions expressed or implied statutory or otherwise except the implied conditions as to title in Section 12 of the Sale of Goods Act 1979 are hereby expressly excluded.