Terms & Conditions
THESE CONDITIONS SHALL APPLY TO ALL QUOTATIONS AND TO ANY CONTRACT
BETWEEN US FOR THE SUPPLY OF ITEMS DETAILED IN ANY ORDER PLACED BY
YOU THE PURCHASER.
ANY ORDER PLACED BY YOU AFTER RECEIPT OF THIS DOCUMENT WILL BE
ACCEPTED ON THE BASIS THAT THESE CONDITIONS SHALL APPLY TO THE
CONTRACT BETWEEN US FOR THE SUPPLY OF THE ITEMS DETAILED IN YOUR
ORDER. PLEASE READ ALL OF THEM CAREFULLY.
1 Formation of Contract
1.1 Any order sent to the Seller by the Purchaser shall be
accepted entirely at the discretion of the Seller, and, if so
accepted, will only be accepted upon these conditions (hereafter
referred to as the "Conditions") and by means of the Seller's
standard order acknowledgement form.
1.2 Each order which is so accepted shall constitute an
individual legally binding contract between the Seller and the
Purchaser and such contract is referred to in these Conditions as an
1.3 These Conditions shall override any contrary different or
additional terms or conditions (if any) contained on or referred to
in an order form or other documents or correspondence from the
Purchaser, and no addition alteration or substitution of these terms
will bind the Seller or form part of any Order unless they are
expressly accepted in writing by a person authorised to sign on the
goods supplied by the Seller shall be in accordance with (i) the
current edition of the relevant Product Description as published
from time to time by the Seller (copies of which are available from
the Seller upon request) and (ii) those further specifications or
descriptions (if any) expressly listed or set out on the face of the
Order. No other specification, descriptive material, written or
oral representation, correspondence or statement, promotional or
sales literature shall form part of or be incorporated by reference
into the Order.
Purchaser shall be deemed to have accepted all goods upon their
delivery by the Seller to the address specified in the Order.
4 Delivery and Risk
4.1 Unless otherwise stated in the Order, the price quoted
includes delivery to the address specified in the Order, provided
that the Seller reserves the right to make an additional charge to
cover any increase in transport costs occurring before the date of
4.2 Any time or date for delivery given by the Seller is given in
good faith, but is an estimate only.
4.3 Risk in the goods shall pass to the Purchaser upon delivery
within the Purchaser's premises.
5 Title and Payment
5.1 The Seller warrants that the Seller has good title to the
Goods and that it will transfer such title as it may have in the
goods to the Purchaser pursuant to Condition 5.4.
5.2 Unless otherwise stated in the Order, payment of the price of
the goods delivered pursuant to an Order shall become due within 45
days of the date of delivery.
5.3 Interest accruing from day to day at the rate of 2% per month
will be charged to the Purchaser by the Seller on the balance of the
unpaid purchase price due to the Seller and still outstanding 60
days following the date of delivery.
5.3.1 The Seller reserves the right to refuse at any time to execute
any order or contract if at any time the arrangements for payment of
the price or financial references are not considered satisfactory by
5.3.2 A bespoke order once placed can only be cancelled if the raw
material has not been produced. No goods may be returned for credit
or adjustment without the Seller's written consent. In the absence
of special circumstances it is the policy of the Seller to grant
such consent provided that the Seller has incurred no costs
otherwise a cancellation fee may be payable.
5.4 Title to the goods.
5.4.1 Title to any goods delivered to the Purchaser shall not pass
to the Purchaser until the whole of the price has been paid to the
5.4.2 By accepting delivery of the goods the Purchaser shall be
deemed to have given permission to the Seller and its duly
authorised agents to enter upon the premises of the Purchaser to
recover any goods delivered which have not been paid for within the
period specified in Condition 5.2.
5.4.3 Notwithstanding that Title in the goods has not passed to the
Purchaser the Seller shall be entitled to sue for the price and to
charge interest pursuant to Condition 5.3 once payment has become
5.5 Cancellation by Purchaser - the Purchaser shall be liable to
pay the full invoiced purchase price and storage charges if the
Purchaser refuses to take delivery of the goods once they are ready
5.6 Variation of Purchase Price - prices quoted by the Seller are
based on prices paid for the goods and costs of transport by the
Seller immediately following the acceptance of the Order. Prices
are therefore subject to variation by the Seller in the event that
there is any increase in freight charges which occur after the
acceptance date and before the date of delivery.
the Seller shall be unable, through circumstances beyond its control
to deliver the goods within 14 days after notification to the
Purchaser or its agent that the goods are ready for delivery, the
Seller shall be entitled to arrange storage on behalf of the
Purchaser, whereupon delivery shall be deemed to have taken place,
all risk in the goods shall pass to the Purchaser, and delivery to
the Purchaser of the relevant warehouse receipt shall be deemed to
be delivery of the goods for the purposes of Condition 4. All
charges incurred by the Seller for storage or insurance shall be
paid by the Purchaser within 30 days of submission of an invoice.
7 Damage in Transit
Seller will replace free of charge any goods proved to the Seller's
satisfaction to have been damaged in transit provided that within 24
hours after delivery both the Seller and the carrier have received
from the Purchaser notification in writing of the occurrence of the
damage and also, in so far as is practicable, of its nature and
8 Force Majeure
8.1 The Seller shall not be under any liability for any failure
to perform any of its obligations under the Order due to Force
Majeure. Following notification by the Seller to the Purchaser of
such cause, the Seller shall be allowed a reasonable extension of
time for the performance of its obligations.
8.2 For the purposes of this Condition, "Force Majeure" means
fire, explosion, flood, lightning, Act of God, act of terrorism,
war, rebellion, riot, sabotage, or official strike or similar
official labour dispute, or events or circumstances outside the
reasonable control of the party affected thereby.
the Seller and the Purchaser shall each keep confidential and shall
not without the prior consent in writing of the other disclose to
any third party any technical or commercial information which it has
acquired from the other as a result of discussions, negotiations and
other communications between them relating to the goods and the
10 Economic Loss
Subject to Condition 11, and notwithstanding anything contained in
these Conditions (other than Condition 11) or the Order, in no
circumstances shall the Seller be liable, in contract, tort,
(including negligence or breach of statutory duty) or otherwise
howsoever, and whatever the cause thereof, (i) for any loss of
profit, business, contracts, revenues, or anticipated savings, or
(ii) for any special indirect or consequential damage of any nature
whatsoever. The maximum liability of the Seller to the Purchaser
shall be the value of the goods supplied.
11 Unfair Contract Terms Act 1977
11.1 If and to the extent that section 6 and/or 7(3A) of the Unfair
Contract Terms Act 1977 applies to the Order, no provision of these
terms and conditions shall operate or be construed to operate so as
to exclude or restrict the liability of the Seller for breach of the
express warranties contained in Condition 5, or for breach of the
applicable warranties as to title quiet possession and quality
implied into the terms and conditions of the Order by of the Sale of
Goods Act 1979, or the Supply of Goods and Services Act 1982 or the
Sale and Supply of Goods Act 1994.
11.2 If and to the extent that section 2(1) of the Unfair Contract
Terms Act 1977 applies to the Order, nothing in these terms and
conditions shall operate or be construed to operate so as to exclude
or restrict the liability of the Seller for death or personal injury
caused to the Purchaser by reason of the negligence of the Seller or
of its servants, employees or agents.
12 Applicable Law
Order shall be considered a contract made in England and shall be
governed in all respects by the law of England and the parties agree
to submit to the non-exclusive jurisdiction of the English Courts.
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