Conditions of Sale
1. GENERAL. These conditions shall form part of every contract of Sale entered into by us unless excluded or varied with our written consent.
2. VALIDITY. Unless previously withdrawn, our tender (which expression shall include all quotations and offers made by us) is open for acceptance for the period quoted or, if not accepted within such period or when no period is so stated, then subject to confirmation of receipt of order. Any representations or warranties made or given by anyone on our behalf prior to contract and not contained in our tender are hereby expressly excluded. All tenders are subject to the goods being available at the time of the order.
3. ACCEPTANCE The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the preparation of the order forthwith, otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance. All orders must be given in writing or be confirmed in writing within two days; this requirement can at our discretion be waived in writing by us.
4. LIMITS OF CONTRACT. Our tender includes only such goods, accessories and work as are specified therein. Moulds and tools, whether charged separately or included in the quoted price, remain our property.
5. DRAWINGS, ETC. All descriptive and shipping specifications, estimates, drawings and particulars of weights and dimensions submitted with our tender are approximate only, and the descriptions and illustrations contained in our catalogues, price list and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract.
6. TECHNICAL ADVICE. Whilst every effort is made to be accurate we cannot be held liable for any technical information or advice given by us at any time.
7. Where samples are submitted the sample is drawn from and is representative of bulk but we do not guarantee every item delivered will be the same in all respects to the sample.
8. We do not guarantee to deliver the same brand of goods as sample or as previous deliveries unless this is specifically agreed by us in writing.
9. Any alleged discrepancy between bulk deliveries and/or sample or dissatisfaction with the goods delivered must be pointed out to us in writing and a reasonable time allowed for us to investigate before the materials are embodied in any construction or apparatus. We cannot accept liability after the materials are embodied in any construction or apparatus.
10. SUITABILITY OF GOODS. You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose save in so far as in making such stipulations you shall have informed us in writing that you are relying on our skill and judgement and we have accepted such stipulation in writing.
11. DELIVERY. Delivery will be made in accordance with the contract.
12. LIABILITY FOR DELAY. Any times quoted for delivery are to date from the receipt by us of a written order to proceed and of all necessary information and or drawings to enable to us to put the work in hand. All such times are to be treated as estimates only not involving us in any liability for failure to deliver within such time unless you have in your order stipulated that time shall be of the essence of the contract and we shall have accepted such stipulation in writing. In all cases, whether a time for delivery be quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by instructions, or lack of instructions, from you or by industrial dispute or by any case whatsoever beyond our reasonable control, and in no event shall we be liable to any consequential or indirect loss caused by any delay in delivery.
13. RETURN OF SURPLUS MATERIAL. We do not undertake to take back into stock for credit or otherwise any unwanted or surplus goods or materials which customers may have on their hands.
14. VARIATION OF PRICE. Unless otherwise expressly agreed by us in writing, all prices and terms are subject to revision at any time in respect of any increase in cost caused by circumstances beyond our control. When this is so increased we reserve the right to apply the extent of the increase in the amount charged for any quantities of goods still to be delivered and affected by the increase.
15. TERMS OF PAYMENT. Unless otherwise stated by us in writing the prices quoted are strictly net and payment shall be made in accordance with the terms of the contract. In event of any delay in payment we shall be entitled to charge interest at 4% over Bank of England minimum lending rate. During any such period of default and at any other time when we shall have reasonable grounds for doubting that payment will be made on the due date we shall be entitled to withhold deliveries without prejudice to our right of payment for goods delivered and for work undertaken and expenses incurred in connection with undelivered goods which shall become immediately due and payable on demand.
16. TITLE. We shall retain title to goods until payment is made in full. This provision shall not prevent you from selling the goods for full consideration or embodying them in any construction or apparatus in the normal course of business but in such event (to the extent of your indebt ness to us in respect of the goods) you shall act as trustee for us of the proceeds of sale or contract price and shall at our request assign the right to receive the same to us. Our failure to enforce such rights in any case shall not affect rights in any other case.
17. RISK. Risk in the goods shall pass to you on delivery.
18. STORAGE. Subject to terms of delivery if we do not receive forwarding instructions sufficient to enable us to despatch with fourteen days after notification that the goods are ready for despatch, you shall take delivery or arrange for storage. If at our discretion we are prepared to store or arrange storage of the goods we will make a reasonable storage charge until the goods are despatched and the goods shall be paid for as if they had been notified as ready for despatch. Any charges for storage or demurrage payable as a result of failure to accept delivery duly tendered must be paid by you.
19. DAMAGE TO GOODS IN TRANSIT. No liability in respect of goods lost or damaged in transit will be accepted by us if:
(a) We sell the goods ex our warehouse or ex our depot and carriage is for buyers account, or
(b) In cases where our prices include for our paying carriage to the required destination a clear signature for the goods is given by the purchaser or by his agent, or
(c) A claim is not made on us and the carrier in writing within three days of arrival of the goods or such shorter time as may be required by the conditions of carriage, or
(d) The approaches to and on the destination are not in good order and condition to permit the easy and proper passage of the vehicle carrying the goods, or
(e) Where our prices include for the goods being delivered to destination, the damage or loss occurs after arrival, or
(f) In the case of a whole consignment failing to arrive we are not notified in writing by the buyer with seven days of receipt of our invoices or advice note of despatch.
Our liability in respect of goods lost or damaged in transit shall be limited to repairing or replacing such goods.
20. DEFECTS AFTER DELIVERY. Subject to Clause 9 hereof we will make good, by repair or at our option by the supply of a replacement, defects in goods provided such goods are returned to us carriage paid and we are notified in writing of any alleged defects within twenty-eight days after delivery of the goods and which arise solely from faulty materials or workmanship. The repaired parts or replacements will be delivered by us free of charge as provided in Clause 11. except that overseas consignments shall be delivered by us PROVIDED:
(1) That the defective goods or parts are promptly returned by you free to our works unless otherwise arranged,
(2) That in respect of goods not of our manufacture, we will give you a guarantee equivalent to the guarantee (if any) which we may have received from and shall be able to enforce against the supplier in respect thereof, but not so as to impose on us in respect of such goods a liability greater than that imposed on us by the preceding paragraph of this Clause.
(3) We do not accept responsibility for any failure of the goods if these are used in situations and/or circumstances for which they are not recommended by us and for which they are not suitable. Except in so far as the Supply of Goods (Implied Terms) Act. 1973 provides to the contrary, the undertaking contained in the Clause is given in lieu of and to the exclusion of all conditions, warranties and representations, where express or implied by statute or otherwise, as to the quality of the goods or their fitness for any particular purpose or otherwise, and we shall have no liability in respect of the goods save as provided in this Clause.
We shall not be responsible for any injury, damage or loss caused directly or indirectly by the goods whether as a result of their operation or use or otherwise and whether as a result of any defect therein or otherwise and you shall indemnify us from any claim arising from any such injury, damage or loss. You warrant that any design or instructions furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design or Trade Mark in the execution of your order.
21. FORCE MAJEURE. We will not be liable for any loss or consequential liability or damage sustained by the buyer by reason of acts of God, war, riots, strikes, lock-outs, governmental control or regulations, abnormal weather conditions, accidents, breakdowns or any other circumstances beyond our control. If execution of any order is delayed by any such event the time for delivery is to be automatically extended by the same number of days that there shall have been days of delay.
22. ARBITRATION. If at any time any questions, dispute or difference whatsoever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give to the other notice in writing of the existence of such questions, dispute, or difference, and the same shall be referred to arbitration in England in accordance with Arbitration Act, 1950.
23. LEGAL CONSTRUCTION. The Contract shall in all respects be construed and operate as an English contract and in conformity with English law.