1.1. The Seller shall sell and the Buyer shall purchase the Goods and/or services in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
1.2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
1.3. Any description of the Goods and/or services given by the Seller or its employees or agents to the Buyer or its employees or agents is given in good faith for the Buyer’s guidance only and the Buyer acknowledges that all weights and dimensions given are approximate only.
1.4. All prices exclude any installation charges unless otherwise agreed in writing by the parties.
2.1. The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods and/or services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller such as:
2.1.1. Without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the costs of labour materials or other costs of manufacture
2.1.2. Any change in delivery dates quantities or specifications for the Goods and/or services which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
2.2. Except as otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex-works basis and where the Seller agrees to deliver the Goods the Buyer shall be liable to pay the Seller’s charges for transport packaging and insurance.
2.3. Except as otherwise agreed in writing between the buyer and the seller all prices are exclusive of any installation charges or applicable Value Added Tax which the buyer shall be additionally liable to pay to the seller.
2.4. Any quotations by the seller are effective for no longer than 60 days from the date thereof and thereafter shall be subject to confirmation by the seller.
3.1. Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods and/or services on or at any time after delivery of the Goods and/or services or any time after the Seller has notified the Buyer that the Goods are ready for collection or delivery.
3.2. The Buyer shall pay 30% of the price as a deposit with the order. 50% of the price shall be payable on delivery of the goods to the site and the balance shall be payable at completion of the installation or delivery of the goods. Time and payment of the price shall be of the essence of the contract.
3.3. Without prejudice to the Seller’s other rights the Seller reserves the right to charge interest to be added to any late payment from the due date for payment at the rate of 4% above the base rate from time to time of National Westminster Bank plc until full payment has been received.
4.1. Any dates quoted for delivery of the Goods and/or services are approximate only and the Seller shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
4.2. The Seller shall not be liable for any losses incurred by the Buyer or any other person as a result of any delay in the delivery of any part of the order for any reason.
4.3. Delivery shall be to kerbside. Labour and any mechanical handling equipment required shall be the responsibility and at the cost of the Buyer.
4.4. Delivery of the goods and services shall be 90 working days from written acceptance by the seller of the written order to proceed given by the buyer confirmed by the seller as acc eptable to the seller.
4.5. The sellers obligations as to the sale and delivery are discharged once the seller has tendered the goods and/or sevices.
5.1. Risk of damage to or loss of the Goods shall pass to the Buyer at point of delivery at the place specified by the Buyer.
5.2. Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
5.3. Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods identified as the seller’s property.
5.4. Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored or installed and repossess the Goods.
6.1. Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
6.2. The Seller shall not be liable for any defect in the quality or condition of any parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
6.3. The Seller shall not be liable in respect of any defect in the Goods arising from any drawing design or specification supplied by the Buyer.
6.4. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
6.5. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) and the Seller shall incur no further liability to the Buyer but in the event that the Seller replaces the Goods or any parts thereof in accordance with this Clause the Buyer shall be liable to pay the seller’s costs in respect of the installation of the Goods (or parts) in question.
6.6. Except in the respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or services or their use or resale by the Buyer except as expressly provided in theses conditions.
6.7. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods and/or services if the delay or failure was due to any cause beyond the Seller’s reasonable control.
7.1. No order which has been accepted by the Seller may be cancelled by the Buyer except with the prior agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation.
8.1. This clause applies if:
8.1.1. The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt of (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2. An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
8.1.3. The Buyer ceases or threatens to cease to carry on business; or
8.1.4. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
8.2. If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.1. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
9.2. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
9.3. To the extent that there is a conflict between the standard terms and conditions on which the buyer purports to rely, the seller’s standard terms and conditions shall prevail.
9.4. No variation of these conditions shall be effective against the seller unless made in writing and signed by the duly authorised representative of the seller.
9.5. The seller shall be entitled at all times to set off any credit due at any time from the buyer to the seller against any amount payable at any time by the buyer in connection with the order.