1. General.
All goods supplied by us are sold only upon the following conditions.
The placing of an order for any such goods, or the acceptance of our
quotation or tender or of delivery of the goods, includes acceptance of
the following conditions. Unless expressly agreed by us in writing any
other terms or conditions (including any which may be contained in your
order) are excluded. Unless expressly incorporated in our quotation or
tender, all descriptions, illustrations, drawings, dimensions, weights,
measures, specifications, standards of performance or other descriptive
matter or pre-contractual statements are approximate only and shall not
form part of the contract. Our record of any order placed by you
verbally shall be conclusive as to the type and quantity of product and
the point and date of delivery.
2. Validity.
Unless previously withdrawn, our quotation is open for acceptance within
the period stated therein or, when no period is so stated, within 30
days after its date, and is subject to written confirmation by us at the
time of acceptance. All goods are offered subject to their being
available upon receipt of order.
3. Delivery.
Unless otherwise specified, the price quoted includes delivery to any
premises specified by you within our van delivery area, full details of
which are available on request. The risk of all goods passes to you when
they first enter those premises or are placed in store under Clause 5.
We reserve the right to choose the method of transport, to charge for
deliveries outside our van delivery area, and to charge you with all
manufacturers’ carriage charges for special items.
4. Delivery times.
Time for delivery shall not be of the essence of the contract unless
previously agreed by us in writing. Any delivery dates or times quoted
are approximate only as we are subject to the manufacturers’ or
suppliers’ delivery promises which are passed on to you in good faith.
For the avoidance of doubt such delivery dates or times given to you
shall not create a contractual obligation to deliver on such date or
time and accordingly no liability shall be accepted by us for any claim
by you or any third party for direct or consequential loss or damage
arising from delay in delivery.
5. Delay in delivery.
If we do not receive sufficient forwarding instructions within 14 days
after notification that the goods are ready for despatch, you will
either take delivery or arrange for storage. Otherwise we shall be
entitled to arrange storage on your behalf and at your risk, either at
our own works (making a charge of 1 1/2% of the invoice value of the
goods per month) or elsewhere. We shall be entitled to payment as if the
goods had been duly delivered. All charges for storage, insurance or
demurrage will be payable by you.
6. Acceptance.
Unless you give us written notice within 7 days from the date of
delivery that the goods are not in conformity with the contract, you are
deemed to have accepted the goods.
7. Passing of property.
Each of the following sub-clauses
7.1 to 7.6 are separate and severable and shall be enforceable accordingly:
7.1 Notwithstanding delivery, all goods supplied by us will remain our
absolute property until you pay in full for them and for all other goods
previously supplied by us;
7.2 You will store the goods in such a way that they are readily
identifiable as our property, but you may, as trustees for us, sell them
to a third party in the normal course of your business;
7.3 Upon any sale by you of the goods (either alone or with other items)
all rights which you have against the buyer shall automatically vest in
us;
7.4 We shall be entitled immediately after giving notice of our
intention to repossess, to enter upon any premises with such transport
as maybe necessary and repossess any goods to which we have title under
this Clause;
7.5 If you incorporate the goods we supply to you into other products
with or without materials you already possess or which are supplied to
you by third parties the property in such other product will pass to us
and you shall store them without charge on our behalf as bailee;
7.6 You shall not be entitled to pledge or in any way charge by way of
security any of the goods which remain our property but in the event you
do so all monies owing by you to us shall, without prejudice to any
other right or remedy available to us forthwith, become due and payable.
8. Loss or damage in transit.
Any shortage or damage must be clearly stated upon the driver’s Delivery
Sheet and a written statement of the facts received at our branch and
by the Carrier (if not ourselves) within 3 days after the date of
delivery, otherwise no claim will be entertained. The package and
contents should be retained for examination. Written notice of any
non-delivery must be received at our branch within 7 days after the date
of invoice. Time is of the essence of this clause. Our liability in
respect of any claim accepted under this Clause is limited to making up
the shortage or replacing any goods proved to have been damaged or lost
in transit to the point of delivery, and we accept no liability for any
loss or damage suffered by you, whether direct or consequential and
howsoever arising.
9. Packing etc.
Crates, cases, pallets, stillages or skids or other returnable packaging
are not included in the quoted price, and will be charged at current
rates. You will, however, be credited with the amount charged when it is
returned to us in good condition within 14 days of the date of our
invoice. Cable drums will be charged in accordance with the makers’ drum
schedules.
10. Prices.
All goods are sold subject to the prices and any relevant discounts
ruling at the time of delivery. Our prices, discount rates and
Conditions of Sale may be altered at any time without notice. All
discounts and prices are calculated upon a “whole order” or “majority of
the order” basis. If, when placing your order you select only certain
items or reduced quantities are specified, we must reserve the right to
review the discounts and prices at the time such orders are accepted.
10.1 All prices given are further subject to VAT (Value Added Tax) at the rate applicable at the time of despatch.
10.2 All priced documents are further subject to VAT (Value Added Tax) at the rate applicable at the time of despatch.
11. Payment.
Payment in full without retention or set-off shall be due not later than
the end of the month following that in which the goods were delivered,
or on earlier demand. If you do not comply punctually with these terms
of payment we reserve the right to charge you interest on any amount
overdue at the rate of 2% over the Royal Bank of Scotland plc base rate
current for the time being, and without notice to suspend further
deliveries until all arrears (including interest) have been paid and, at
our option, to rescind any subsisting contract with you as to all or
any parts of future deliveries but without prejudice to any rights
already accrued to us under such contracts.
12. Performance.
It is your responsibility to determine that the goods are sufficient and
suitable for the purpose to which they are to be put. We cannot accept
any responsibility either in respect of installation of any goods or as
to the ultimate performance of any product in which the goods may be
installed. We shall in no way be liable for any direct or consequential
damage, loss or expense arising from any defect or inefficiency caused
by the manner in which the goods are used.
13. Defects after delivery.
All goods supplied by us are manufactured by others. Accordingly, we
shall pass on to you the benefit of the warranty, if any, given by the
manufacturer of the goods. Our liability under this Clause shall be in
lieu of any warranty or condition implied by law as to the quality or
fitness for any particular purpose of the goods, and we shall not be
under any liability, whether in contract, tort or otherwise in respect
of any goods or loss resulting from such defects or from anything done
or omitted in connection with the goods or from any work done in
connection therewith.
14. Return of goods.
In no circumstances may goods supplied against a firm order be returned
without our prior written consent and the receipt of your advice note
stating the reason for the return and the date and number of our
invoice. All goods returned must be securely packed and, unless we
arrange collection, consigned carriage paid. If we collect we reserve
the right to make a handling charge, and the issue of our collection
note will not bind us to issue any credit in respect of the goods.
15. Termination.
We may without prejudice to our other rights and remedies determine the
contract or any unfulfilled part of it or withhold further deliveries or
make partial deliveries if;
(a) you fail to make a payment on the due date under this or any other contract between us;
(b) you purport to cancel or suspend, or commit any breach of this or any other contract between us;
(c) you become insolvent or make any composition with your creditors or
have a receiver appointed of all or any part of your undertaking or
assets or go into liquidation (save for the purposes of amalgamation or
reconstruction) and we shall be entitled to recover from you all our
loss including any loss of profit or loss on re-sale.
16. Waiver.
Any failure by us to enforce any or all of these Conditions shall not be construed as a waiver of any of our rights hereunder.
17. Rights of third parties.
For the avoidance of doubt the provisions of the Contracts (Rights of
Third Parties) Act 1999 shall not apply to any term or condition hereof
and nothing contained herein shall confer on any third party any benefit
or the right to enforce any term or condition hereof.
18. WEEE Directive.
You shall be responsible for the cost of collection, treatment, recovery
and environmentally sound disposal of all goods that fall within the
scope of the WEEE directive where you are not the end user.
18.1 Nothing in clause 18 shall prevent a producer from concluding an
agreement whereby the parties to the agreement make alternative
arrangements between themselves to finance the costs of the collection,
treatment, recovery and environmentally sound disposal of WEEE.
19. Promotions.
We reserve the right, during any promotion that offers a FREE product
when reaching a certain order requirement, to supply an alternative or
nearest equivalent item. 19.1 We reserve the right to amend or withdraw
any promotional offer without notice.
20. E&OE (Errors and Omissions Excepted).
Although we strive to keep the content of all our publications,
literature and communications as accurate as possible, we cannotbe held
responsible for any errors and/or omissions.