Terms & Conditions
1. THE SELLERS CONDITIONS TO PREVAIL
These Conditions of Sale shall override any terms or conditions stipulated, incorporated or referred to by the Buyer whether in the order or in any negotiations preceding the formation of the contract.
2. PRICE
All orders accepted and quotations made are on the basis that if delivery is to be made in more than six months time after acceptance of order the Seller may at any time before dispatch discuss prices of such goods with the Buyer and if the Buyer and the Seller cannot in such cases agree the prices to be charged either party may on one months written notice to the other (sent by prepaid first class letter post to the other) rescind the contract in respect of orders unfulfilled at the date of such rescission and subject thereto such goods (and where appropriate) delivery shall be charged at the prices ruling at the date of dispatch and the Buyer shall pay the ruling charges. Where appropriate Value Added Tax at the current rate shall be payable by the Buyer in addition.
3. PAYMENT
Payment is due strictly proforma unless credit has been arranged then payment is 30 days from date of invoice. Interest will be charged at the current Bank of England base rate plus 2% per month or part thereof, on the balance outstanding as from the date of invoice in respect of all monies which remain outstanding after one calender month.
4. TIME LIMIT FOR DELIVERY
Time shall not be of the essence as far as delivery of goods by the Seller is concerned and by agreeing to deliver goods by a specific date the Seller shall not be deemed to have waived the benefit of this condition.
5. SPECIFICATION AND DRAWING SUITABILITY
a) The Buyer shall be responsible for the contents of all plans particulars and other information supplied by it to the Seller and for any discrepancies, inconsistencies, errors or omissions therein.
b) The suitability of the goods is the Buyer's responsibility and unless specifically stated in writing by the Seller no warranty or condition is given or implied concerning fitness for the purpose for which the goods are to be used.
6. PRINTING AND DESIGN
In the case of printed goods the Seller is not to be responsible or liable for any errors in proofs which have been passed by the Buyer and any charges incurred by the Seller in the preparation of special tools, sketches, printing blocks, etc. shall be charged extra. The Buyers property stored or used by the Seller shall be at the Buyers risk. The Buyer shall indemnify the Seller in respect of third party rights where design is supplied by the Seller. The Seller reserves the right to dispose of any artwork and printing plates if no orders relating thereto are placed with the Seller within the preceding four years.
7. TOLERANCE
Although the Seller shall make reasonable efforts to supply the number and kind of goods contracted for, nevertheless the Seller shall be entitled to a tolerance of 10% in the number and size of the goods, and gauge of material agreed. In the event of the Seller supplying more goods than agreed the Buyer shall pay extra for such excess on a pro rata basis and in the event of the Seller supplying fewer goods than agreed the Buyer shall only pay for the quantity supplied, and shall consider the order complete.
8. DISPUTES
The Buyer shall within 14 days of delivery of goods inform the Seller in writing of any discrepancies concerning the goods, in default of such notification the Buyer shall be deemed to have accepted the goods.
9. DISPATCHES BY INSTALMENTS
Every dispatch of goods made by the Seller shall be deemed to have been made in respect of a contract different from other dispatches of goods (notwithstanding that the Seller may have contracted to have dispatched all goods in one consignment) and so that:
a) The Buyer shall be liable to pay the Seller for the price attribute to the goods so dispatched (notwithstanding that the Seller shall not have fulfilled the remaining part of any contract)
b) The Buyer shall not be entitled to cancel the whole or any part of any order or contract and;
c) The Seller subject as herein provided shall remain liable to the Buyer in respect of other goods yet to be dispatched.
10. THE BREACH
a) The Buyer will be treated as having repudiated the contract if it:
1) Becomes insolvent or
2) Commits a serious breach or one which is not remedied within 7 days of being asked to do so.
b) The Buyer may be treated as having repudiated the contract if it:
1) Does not make payment when due or
2) Fails to accept delivery or give delivery instructions
c) If the Buyer repudiates the contract:
1) All invoices sent to it must be paid immediately
2) The price of all goods not invoiced but delivered by the Seller or manufactured or ordered for sale to the buyer must be paid immediately.
3) The Seller will be released from all future obligations under all contracts.
d) The Buyer may be treated as insolvent if:
1) It is a company which has a petition for winding up or administration presented against it or passes a resolution for winding up.
2) A receiver of any of its assets is appointed;
3) It convenes a meeting of its creditors;
4) It (or any of its partners) becomes bankrupt;
5) It is unable to pay its debts (defined in Ss. 123 or 268 Insolvency Act 1986)
6) One of its creditors tries to serve on it a document purporting to be a statutory demand.
11. OWNERSHIP
a) The goods remain the Seller's property (even after delivery) until:
1) The Buyer pays all that it may owe the Seller (not just the price for those goods) or
2) The Buyer sells them (at arms length to a customer not connected within itself)
b) The Buyer may use or sell the goods (but not if it is insolvent or the Seller tells it to return them) but only if the proceeds of the sell are held in trust for the Seller and paid into a separate account (which may not be overdrawn) for the Seller
c) While the goods belong to the Seller:
1) The Buyer will hold them as the Seller's fiduciary agent and bailie (but may not commit the Seller to any liability under any contract) and
2) The Buyer will store them safely and separately from other goods
d) When the goods belong to the Buyer but are under the Seller's control then if the Buyer becomes insolvent or fails to pay the Seller when it should have, the Seller has (in addition to its rights under Ss 38-48 Sale of Goods Act 1979):
1) A lien on the goods
2) A right of stoppage in transit and
3) A right of resale as the Buyer's agent.
e) The Seller may sue the Buyer for payment whether or not property in the goods has passed.
12. FORCE MAJEURE
a) The due performance of the contract is subject to cancellation or variation by the Seller as a result of any default whatsoever on the part of the Sellers own suppliers or the Sellers inability to secure labour materials or supplies or as a result of any act of God, war, riot or civil disturbance, strike, lockout or any other labour dispute, fire, flood, drought or accident, legislation, requisitioning or other act or order by any government department, council or any other duly constituted authority, or any other cause (whether of the foregoing clauses or not) beyond the Sellers control, in such event, no liability shall attach to the Seller by reason of cancellation or variation of any contract.
b) Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of stoppage, delay or interruption of work in the establishment of the Seller during the delivery period as a result of any of the clauses set out in subparagraph (a) or in any cause whatsoever beyond the control of the Seller.
13. RISK AND DAMAGE IN TRANSIT
a) From the time of dispatch of the goods from the Seller to the Buyer the risk of any loss or damage or deterioration of the goods from whatever cause shall be borne by the Buyer
b) If the Seller undertakes delivery of the goods it shall not be liable:
1) For any loss, damage, deviation, delay or detention of the goods in the course of transit or for misdelivery or short delivery unless the Buyer gives to the Seller and to the Carrier within 3 days of receipt of the goods a written notice of the Buyers complaint.
2) For non-delivery or non-arrival of the whole or any of the consignment of the goods or of any separate package unless the Buyer shall give to Seller and to the Carrier a written notice thereof within 14 days of the day of dispatch of goods.
14. CLAIMS GENERALLY
In no circumstances shall the Seller be liable for consequential loss or for any claims relating to the condition of goods stored by the Buyer for more than 3 months.