Terms & Conditions

In these conditions the expression “the Seller” shall mean the Company whose name is known overleaf as the seller and the expression “the Purchaser” shall mean person or company who purchases goods from the seller. 

These conditions shall apply to all Contracts between the Seller and the Purchaser except to the extent that any Conditions are expressly modified or superseded in the quotation by the Seller or Acceptance of the Order by the Seller.

1. PRICES

All quotations and price lists are based upon conditions prevailing at the date thereof and the Seller reserves the right to vary its prices without notice any time up to the date of delivery and all such variations shall be binding upon the Purchaser. If variation in price occurs during the currency of an order, the price of the undespatched portion of the order outstanding at the date of such variation shall be adjusted accordingly.

2. ORDERS AND ACCEPTANCES

All orders and acceptances must be in writing and no orders resulting from any quotation. Pro forma invoice, price list or another similar document made or issued by the seller shall be binding unless and until accepted by the Seller. The documents constituting the Contract shall be the quotation by the Seller, the Order by the Purchaser and the Acceptance of the Order by the Seller. In the event that the Purchaser shall have stipulated in the Order of any other conditions of the contract the Contract shall be voidable at the instance of the Seller only, but if following Acceptance of the Order the Seller proceeds with fulfilment thereof any conditions imposed or sought to be imposed by the Purchaser shall be deemed to have been omitted from the Contract.

3. COMPLETION AND DELIVERY

Any date named by the Seller for the completion of work is given and intended as an estimate only and is not to be of the essence of the Contract. The Purchaser shall not be entitled to remove their goods from the premises of the Seller on account of late completion of the work. Estimates or promises of delivery will be adhered to as far as possible but the Seller shall not be liable for failure to deliver within the time so estimated or promised, and in no circumstances will the Seller be responsible for any loss including loss of profits, incidental expense or other consequential loss attributed to delay in delivery nor shall any such delay in delivery constitute a breach of contract.

4. PAYMENT

It is an essential condition of the supply of goods by the Seller that unless otherwise specified by the Seller in writing payment is due by the 20th of the month following the month of invoice and all payments are to be made in full sterling. Without prejudice to any other rights of the Seller whether arising from these Conditions or otherwise the Seller reserves the right to suspend completion of work in respect of any order or orders from time to time if any account is not paid by the time specified for payment.

5. INTEREST

The Seller reserves the right to charge interest at the rate of five per centum above the base rate of National Westminster Bank plc from time to time on the balance of any outstanding account.

6. SPECIAL TOOLS

Where it becomes necessary for the Seller to manufacture or purchase special tools in order to carry out a particular contract the Purchaser will be charged with a portion of the cost of such tools, such portion to be agreed in writing by the parties before acceptance of the order in question. Such special tools will become the property of the Seller, but the Purchaser may stipulate by notice in writing that they require the Seller to use such tools for purpose of producing goods only for the said Purchaser and for no other person. The Seller reserves the right to dispose of any such tool if it has not been used for a period of 3 years.

7. WARRANTIES

All express or implied terms, conditions, representations, and warranties not stated in these conditions and capable of exclusion (whether statutory or otherwise and whether as to description, quality, fitness or otherwise) are hereby excluded.

8. LIABILITY

(i) In respect of any contract which is an international supply contract as described in Section 26 Unfair Contract Terms Act, 1977. The Seller shall not in any circumstances be liable for injury, loss, expense or damage arising out of or in connection with or incidental to the contract whether consequential or otherwise whether to person or property and whether suffered by the Purchaser or by any third party having right to recourse or relief against the Purchaser and in particular but without prejudice to the generality of the foregoing shall not be liable for any such injury, loss, expense, or damage arising directly or indirectly from the storage installation application or use of any goods supplied or attributable in any degree to the adoption whether by the Purchaser or by any third party of technical information data or advice given by or on behalf of the Seller in relation to the contract.

(ii) In respect of any contract which is not an international supply contract:

(a) The seller shall not in any circumstances (except where death or personal injury results from the Seller’s negligence) be liable to the Purchaser for any loss other than loss directly and naturally resulting, in the ordinary course of events, from the Seller’s breech of contract or negligent performance of the contract; and (except as aforesaid) the Seller shall not be liable for any indirect or consequential damages whatsoever.

(b) Except in the case of death or personal injury resulting from the Seller’s negligence the liability has not been excluded by subclause (a) of this Clause shall not in any case exceed the price of the goods supplied under the contract.

(iii) Save as provided in Clause (ii) (a) and (b) hereof the Purchaser agrees to indemnify and hold harmless the Seller from and against all and any claims demands, action and causes of action, damages, losses, costs, liabilities or expenses (including all legal or other professional fees in respect thereof) which may be incurred or suffered by or brought against the Seller by any person or persons arising as a result of, whether directly or indirectly, any defect or product liability of any form in any product sold, marketed or distributed by or on behalf of the Purchaser which incorporates goods produced by the Seller.

9. DEFECTIVE GOODS

Entirely without prejudice to the foregoing Conditions the Seller may in its absolute discretion give consideration to any complaint made by the Purchaser as to the quality of any goods supplied and may in suitable circumstances arrange for the goods to be replaced or for a suitable allowance to be made. No complaint will be entertained unless written notice of such complaint is received by the Seller within 28 days after the date of despatch.

10. CARRIAGE

Bulk delivery by goods train or road haulage to any one address in the United Kingdom of Great Britain and Northern Ireland is included in the price. Carriage by passenger train or post or delivery of small quantities to several addresses is chargeable extra. Estimates for goods to be exported will be estimated C.I.F. or F.O.B. according to the preference indicated by the Purchaser. Customs duties will not be included in estimates and are the Purchaser’s responsibility.

11. FORCE MAJEURE

Any Contract may be cancelled or suspended in whole or in part by the Seller without liability on the main part of the Seller for any loss or damage arising directly or indirectly from such cancellation or suspension in consequence of any Act of God, war, legislation, labour, disturbance, breakdown of machinery, lack of shortage of materials affecting the Seller of the Seller’s work, reduction or stoppage of output at the works makers of any goods or materials required, inability to obtain raw materials, equipment, fuel, power, components or transportation. Inability to obtain any necessary import or export or other licenses or consents of any government authority or any other cause or circumstances whatsoever which is beyond the Seller’s control.

12. NON-DELIVERY

Without prejudice to the provisions of Clause 3 hereof the Seller shall not be liable in any way for non-delivery (and the price if unpaid shall remain payable) if the seller has advised the Purchaser of the date of despatch and the Purchaser has failed to advise the Seller within 20 days after the date of despatch that the goods have not been delivered.

13. INDEMNITY

If the Purchaser shall supply the Seller with a design to which the goods specified in the order are to be manufactured then the Purchaser shall indemnify the Seller against all claims, damages, costs and expenses arising out of the infringement of any copyright, patents, trademark, registered design or similar proprietary right belonging to a third party.

14. LAW

These Conditions and all other express terms of the Contract between the Seller and the Purchaser shall be governed and construed in accordance with the laws of England and the Purchaser and the Seller submit to the jurisdiction of the High Court of Justice in England.

15. VARIATION IN QUANTITY

A delivery which is not more than 5% over or under the exact amount ordered shall be deemed to be due performance and such overs or shortages are to be charged for or deducted pro rata.

16. PACKING CASES

The Seller may make a reasonable charge for packing cases but if cases are so charged full credit will begiven for them if they are returned to the Seller in good condition carriage paid within six months after the date of despatch.

17. RISK

Notwithstanding that the property in the goods may not have passed to the purchaser by virtue of the provisions of Clause 18 hereof the risk shall pass to the Purchaser with delivery.

18. PASSING OF PROPERTY

(i) Property in the goods shall not pass to the Purchaser until the Purchaser has made full payment of all sums from time to time due to the Seller from the Purchaser in the respect of goods.

(ii) Pending payment of the purchase price, the Purchaser shall

(a) store the goods separately or in such a way that they are clearly the property of the Seller and

(b) keep the goods fully insured against all usual risks at the Purchaser’s expense and procure that the Seller’s interest is noted on the policy or that the policy covers good held by the Purchaser as bailee or on trust for the Seller to the extent of the Purchaser’s outstanding liability to the Seller.

(iii) The Purchaser shall be entitled to resell the goods to third parties PROVIDED THAT the Purchaser shall remain fully accountable to the Seller for the goods and shall promptly remit all the proceeds of sale of the goods to the Seller until payment in full of all sums (including interest) due for the goods.

(iv) For the purposes of this Clause only where there is doubt as to whether any payment for goods made by the Purchaser to the Seller is made in or towards satisfaction of the purchase price of particular goods such payment shall be deemed to have been appropriated and applied by reference to the date order of the Seller’s outstanding invoices delivered to the Purchaser taking the earliest dated invoiced first.

19. DEFAULT

If the Purchaser shall be in default of any payment or any terms as to payment or commit any substantial breach of the contract or make or offer to make any composition with creditors or commit ay act of bankruptcy or if any resolution or petition to wind up the business of the Purchaser being a company shall be passed or presented (other than for the purpose of amalgamation or reconstruction) or if a receiver of the undertaking or assets of the business of the Purchaser or any party therefore shall be appointed then the Seller shall be entitled to cease work on the contract in question and any other contract and to cease making deliveries to the Purchaser of goods of any kind whatsoever whether under the contract in question or any other contract. The Seller shall further have the compensation or damages in respect thereof and to call on the Purchaser to deliver up to the Seller all goods in the power custody or possession of the Purchaser in respect of which property is vested in the Seller whether by virtue of the generation law or under the contract in question or any other contract and the Purchaser hereby irrevocably authorises the Seller to enter (using reasonable force if necessary but making good any damage thereby caused) the premises of the Purchaser where such goods are situated for the purpose only of taking possession of such goods.

20. WAIVER

The Seller shall not be deemed to have waived the protection of any of these conditions by reason of any indulgence given to the Purchaser whether as to time or otherwise or by reason of any undertaking of work for or any delivery of goods to the Purchaser whether undertaken or delivered with or without knowledge of the facts giving rise to a right to cease work and to cease making deliveries.

21. STATUTORY RIGHTS

Nothing in these Conditions of Sale shall be held to affect the statutory rights of a consumer.