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Terms and ConditionsCONDITIONS OF ORDER ACCEPTANCE
STANDARD TERMS & CONDITIONS
1. TERMS AND CONDITIONS AND WARRANTY
(a) All quotations are given all orders are accepted and all goods supplied under these conditions and any special conditions attached by the Company in writing. No variations of or addition thereto (whether contained in any document emanating from the Customer or made orally by any person acting or purporting to act on behalf of the Company) shall have effect unless it is in writing signed by a director of the Company and these conditions shall prevail over any terms or conditions in any order or other document of the Customer,
(b) Subject to Condition 9 below the Company warrants that goods supplied will comply with the description contained in the Company's current Catalogue. Save where the Customer is dealing with the Company as a consumer all other conditions, guarantees, representations and warranties written or oral whether implied by statute, common law or otherwise are hereby excluded.
2. PRICES
(a) All prices quoted in the by us are based on the Company's current costs and are (except where otherwise expressly agreed in writing) subject to variation prior to despatch of goods.
(b) Unless expressly stipulated all quotations and invoices shall be net of tax and the Company shall be entitled to add value added or any similar sales tax payable to any invoice.
3. DELIVERY DATES
(a) All delivery dates quoted are estimated only and are not binding on the Company. Whilst every endeavour will be made to comply with these dated the Company shall have no liability whatsoever for any delay in despatch or delivery or for any loss occasioned thereby.
(b) Should expedited delivery be agreed and necessitate overtime or other additional costs the Company shall be entitled to charge to the Customer for all overtime and other additional costs so incurred.
4. CONTAINERS
Unless otherwise stated all necessary containers and packaging are excluded from the price stated and are non-returnable.
5. DELIVERY AND PAYMENTS
(a) On sales within the United Kingdom delivery shall be made at the address agreed in writing by the parties or (if none) at the Company's works. Carriage costs not included in the price quoted and will be invoiced separately to the Customer. Goods shall be accepted when delivered and if not so accepted the Company may charge all subsequent transport storage and other costs incurred.
(b) On overseas sales unless otherwise agreed in writing at the time or prior to acceptance by the Company of the Customer's order all goods are supplied and delivered ex-works.
(c) The Customer shall inspect all goods as soon as reasonably practicable after delivery and shall in any event give notice in writing to the Company and to the carrier (if any) within five days of delivery as to any alleged shortfall or defects.
Any such notice must specify the particular defect or shortfall and must be accompanied by the goods returned in its original packing and in the case of an overseas sale be accompanied by an approved Survey Report. If the goods are agreed by the Company to be defective the Company will (at its option) either re-supply the goods in question or credit the invoice value of the goods and such will be in full satisfaction of any claim by the Customer. Failing such notice the goods shall be deemed to be in accordance with contract and the Customer shall be deemed to have accepted the goods and to be liable to pay therefor.
(d) Each installment or part delivery delivered or to be delivered shall be deemed to be an independent contract upon these terms and conditions.
6. PASSING OF RISK
(a) The risk in goods to be supplied shall pass (if there is no agreed place for delivery) when notice is given to the Customer that the goods are ready for collection by the Customer or (if there is an agreed place for delivery) either on delivery by the Company into the hands of a carrier or (where the Company is itself the carrier) on delivery to such agreed place. No other responsibility shall be incurred by the Company for damage or loss in transit.
(b) If (where the Company is itself the carrier) goods are not accepted when delivered in accordance with Condition 5(a) and are retained in or returned to the custody of the Company the risk in such goods shall pass at the time of tendering delivery to the Customer and the goods shall thereafter be held by the Company entirely at the Customer's risk.
7. TIME OF PAYMENT
(a) Payment in respect of sales within the United Kingdom shall become due for goods supplied hereunder on receipt of an invoice and (where applicable) before delivery of goods save where the Customer has a valid credit account with the Company. If payment is not received in full within (7) days thereof the Company reserves the right to charge interest on any account outstanding on a day to day basic rate of (2%) above the base lending rate for time being employed by Barclays Bank plc such interest to be charged from the due date for payment until the date payment is actually received. Nothing in this clause, however, shall prevent the Company from charging for the storage of goods the delivery of which has been wrongfully refused by the Customer.
(b) The due date for payment by the Customer shall be of the essence.
8. PASSING OF PEROPERTY AND SUB-SALES
(a) The property in all goods shall notwithstanding delivery or the passing of risk remain vested in the Company until payment therefore has been made by the Customer. Until such time the Customer agrees to store all goods in such a manner that they are readily identifiable as the property of the Company and if at any time payment of this price is overdue the Company may by its servants or agents enter upon the Customer's premises and recover and dispose of the goods and the Customer shall make no claim against the Company in respect of such entry or disposal.
(b) If the Customer shall purport to sell the goods to a sub-purchaser when the property therein remains vested in the Company under the provisions hereof the Customer shall be deemed (as between the Company and the Customer only) to sell the same as agent for the Company. The proceeds of any such sale shall be paid into a separate bank account opened for the purpose in the joint names of the Customer and the Company and the Company shall be entitled to the said proceeds in priority to any creditors of the Customer whether secured or unsecured.
(c) If the Customer incorporates the goods into other goods in any way title to those goods shall forthwith vest in the Company.
9. LIABILITY
(a) The Company shall incur no liability for direct indirect or consequential loss injury or damage to persons or property from any cause whatsoever as a result of the handling of goods not in accordance with any safety instructions which may be issued from time to time or supplied by the Company with the goods or with any Government regulations or codes of practice from time to time in force.
(b) The assay figures stated in the Company's Catalogue are typical values. The Company shall be under no liability to the Customer (nor shall the Customer be entitled to reject any goods supplied) in respect of any discrepancy between the Catalogue assay figure and the individual batch analysis figure and the individual batch analysis figure.
(c) Any liability incurred by the Company for any direct indirect or consequential loss injury or damage to persons or property resulting from any negligence delay defect or failure in the goods or from any cause whatsoever shall be limited to a sum equal to the charges for the goods or that part so affected. In no circumstances shall liability attach to the Company in respect of delay defect in the goods or any default resulting from the specification by the Customer of unsuitable material.
10. POISONS
In order to comply with the Poisons Act 1972 no order for the supply in the United Kingdom of any goods included in the First Schedule of the Rules made under the Act can be accepted unless they are accompanied by a statement signed by the Customer stating his name in full address trade business or profession and the purpose for which the goods are required.
11. FORCE MAJEURE
(a) The following paragraphs of this clause shall apply in the case of "Force Majeure" which phrase shall mean: -
(i) any circumstances (including Act of God) beyond the control of the Company, or
(ii) fire, flood, power failure, reduction of power supplies, mechanical failure of lack or shortage of materials (not being due to the wilful act or wilful default of the Company), or
(iii) (Whether or not within the Company's control) strikes, lock-outs, industrial disputes or action taken by the Company or any other person, firm or company in connection therewith or in consequence or furtherance thereof.
(b) In the event of Force Major there shall be no breach of this contract. However the duties and obligation of both parities under this contract shall be suspended for so long as the Force Majeure subsists. The delivery date shall be deferred for a period equal to the length of such suspension unless the Force Majeure has resulted in the destruction of any goods to be provided in which case the Company may nominate a new delivery date.
(c) Should any period of suspension last for ninety days or more the Customer may by notice in writing to the Company elect to terminate the contract and take delivery of any part of the goods available. The Company may make a proper charge for all goods so provided.
(d) Notwithstanding paragraphs (b) and (c) above the Company shall be under no liability to the Customer in the event of the Company's failure, delay or default in carrying out its obligation due in whole or in part to Force Majeure.
12. REMEDIES
Termination of any contract for whatever causes shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing or to become owing by the other.
13. APPLICABILITY OF CONDITIONS
These conditions shall apply (subject to variation or amendment as prescribed by clause 1 hereof) to all transactions between the Company and the Customer notwithstanding any variation waiver or forbearance agreed given or granted for the Company in respect of any previous transaction between them.
14. NOTICE
In every case where notice is required to be given such shall be deemed to be served when delivered by hand or posted to the last known address of the party to be served.
15. LAW
These conditions shall be governed by and construed in accordance with the laws of England.
16. HEADINGS
Headings are inserted for ease of reference alone and shall not affect the meaning or interpretation of these conditions.
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