Terms & conditions of Business (“Conditions”)

1 Incorporating of conditions
All contacts entered into between us shall be deemed to incorporate these conditions and no amendments or
additions shall be binding on us unless agreed in writing by a company Director.
1.2 The applicability of any terms and conditions proffered by you is hereby excluded, unless expressly agreed in
writing by a Director of our company. You accept that in entering into a contract for the supply of goods and/or
services with us you have not relied upon any prior promises, representation or undertakings given by us, which
are not contained within these conditions.
2 Quotation and Price: -
The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of
delivery and/or performance of the service.
2.2 No quotation by us shall constitute an offer by us and all quotations are subject to withdrawal without notice.
Quotations may be given orally and in writing.
2.3 Subject to condition 2.2, quotations are valid until the end of the month in which the quotation was raised (unless
otherwise stated).
2.4 The price quoted excludes delivery, delivery pallets, and other packaging materials unless otherwise stated in
writing at the time of your order. There will be no reduction in the price if you collect the goods.
2.5 Unless otherwise stated, the price quoted is an illustrative estimate only. At the time before actual delivery of any
part of the goods or performance of the service we may adjust the price to reflect any increase in our costs of
supplying the goods and/or services. We will endeavour to agree any such increases in the price with you prior to
delivery and/or performance of the services but you agree that if we have not, you will pay any increased price
subject to that increase being no greater than twenty (20) per cent of the price originally quoted. In the event of
such increase being greater then 20% we may, at our absolute discretion resile from the contract without penalty
or any liability to you whatsoever.
2.6 Other than imposed by law, rates of tax and duties on the goods and/or services will be those applying at the time
of delivery and/or performance.
3 Delivery;
All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
A. You may not cancel if we receive your notice after the goods have been manufactured;
B. If you cancel the contract, you can have no further claim against us under that contract; and
C. If you do cancel, your sole remedy will be to claim back any price paid for goods.
3.3 If you accept any delivery of goods after any estimated delivery time, delivery will be deemed to have been
punctual and you agree that you will have no claim against us for any delay (including without limitation, any
claim for indirect or consequential loss, or increase in the price of goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 We may, at our discretion, deliver the goods from any place that we wish and, unless otherwise agreed, if we are
arranging carriage, we may choose any reasonable method of carriage.
3.6 If delivery does not take place because you are at fault or for reasons beyond our control, we may store and
insure the goods at your expense. We may deliver the goods as soon as possible but we have the right to sell
them after a period of 14 days storage. We may recover such costs of storage and insurance costs of attempting to
supply the goods as well as the sale price to have been charged to you (if unpaid) on the day of failed delivery
from the proceeds of such sale. In the event of storage and insurance costs together with our costs of attempting
to supply the goods as well as the sale price to have been charged to you exceeding the proceeds of such sale,
you agree that we may recover any such excess directly from you.
3.7 We have the right to pass on to you any unforeseen additional costs we incur when trying to deliver the goods
and/ or perform the services.
3.8 You are responsible for providing (at your cost) sufficient labour and materials for unloading the goods.
3.9 Neither our carrier nor we are responsible for unloading the goods into your premises.
3.10 If the driver leaves the vehicle at your request while the goods are being unloaded, we shall not be liable for any
shortages.
4 Delivery and safety;
We may decline to deliver the goods if:
A. We believe or our carriers believe that it would be unsafe, unlawful or unreasonably difficult to do
so; or
B. The premises (or the access to them) are unsuitable for our vehicle.
And the provisions of condition 3.6 shall apply.
5 Application for Credit and Payment Terms;
You are to pay us the quotation price in cash or otherwise in cleared funds on or before delivery and / or
performance as well as, upon delivery and/or performance, any uplift in the price in terms of condition 2.5,
unless you have an approved credit account. If you fail to do so, we may decline delivery and/or performance and
the provisions of condition 3.6 shall apply to the goods.
5.2 If you have an approved credit account, payment is due no later than the end of the month following the month of
delivery unless otherwise agreed in writing.
5.3 We will only consider an application for a credit account subject to the satisfactory completion and vetting of our
‘Application to open a credit Account’. (“ Application Form”).
5.4 By completing and returning the Application Form you;
A. Consent to us carrying out such credit referencing as we shall consider appropriate; and
B. Accept that all business transacted with us shall be on and subject to these conditions.
5.5 We may in our absolute discretion decline any application for credit and shall not or be required to give any
reason therefore.
5.6 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due
date for payment. We may do any of those at any time without notice.
5.7 We reserve the right to cancel the credit agreement applicable to your credit account in the event of change of
circumstances or change in the ownership of your company.
5.8 If you fail to pay us in full in accordance with conditions 5.1 or 5.2:
A. We may suspend or cancel future deliveries and / or services;
B. We may cancel any discount offered to you;
C. You must pay us interest at the rate equivalent to that set for the purposes of section 6 of the Late
Payment of Commercial Debts (interest) Act 1998 as amended, extended or re- enacted:
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each calendar month; and
c. before and after any judgement or decree ( unless the court orders otherwise).
5.9 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.10 While you owe money to us, we have a lien on any of your property in our possession.
5.11 You are to indemnify us in full from all expenses and liabilities we may incur (directly or indirectly and
including, without limitation, all advisory costs including legal costs) following any breach by you of any of
your obligations under these Conditions.
6 Title
Until you pay all debts you may owe us:
A. All goods supplied by us remain our property;
B. You must store them so that they are clearly identifiable as our property and in or on premises to
which you are able to grant us access in terms of condition 6.4;
C. You must insure and keep them insured for the full amount due (against the risks for which a
prudent owner would insure them) and hold the policy on trust for us;
D. You may use those and sell them in the ordinary course of your business and until payment is made
in full, all proceeds of such sale is to be held on trust for us, but you may not use or sell these goods
if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent as defined in condition 16.5
6.2 Until you pay us all debts you may owe us:
6.2 You must inform us (in writing) immediately if you become insolvent as defined in condition 16.5.
6.3 If your right to use and sell the goods ends you must allow us to remove the goods.
6.4 We have your permission to enter any premises where the goods may be stored:
a. at any time, to inspect them; and
b. after your right to use and sell them has ended in accordance with condition D, to remove them,
to remove them, using reasonable force if necessary.
6.5 Until you pay us all debts you may owe us, despite our retention of title to the goods, we have the right to take
legal
proceedings to recover the price of goods supplied together with interest should you not pay us by the due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7 Risk
The goods are at your own risk from the time of delivery.
7.2 Delivery will be deemed to have taken place either:
A. At our premises, when you or your carrier have collected the goods; or
B. At the agreed delivery address, when you have unloaded the goods (if we are arranging carriage).
7.3 You must inspect the goods on delivery. If any goods are damaged on delivery (or only partially delivered) mark
the advice note accordingly and notify us (in writing) within seven days of delivery and before their use or resale.
You must give us (and any carrier) a reasonable opportunity to inspect the damaged goods.
7.4 If there is a complete failure of delivery, you must notify us in writing within seven days of receipt of our
documents or our invoice whichever is earlier. You will be deemed to have received delivery if you do not do so.
7.5 If goods are carried by an independent carrier we will only consider claims under conditions 7.3 or 7.4 if you
have complied in all respects with the carriers conditions for notifying claims for loss or damage in transit.
8 Warranties
Except where otherwise provided, we warrant that the goods:
A. Comply with their description on our advice note; and
B. Are free from material defect at the time of delivery.
8.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to
the quality of our goods or their fitness for any purpose and in particular (although without limitation) for any
goods which we have prepared in accordance with your specification or instructions.
8.3 The warranty in condition 8.1.2 does not apply to goods sold to you as ‘non-prime’, or ‘untested’ and we are not
liable for any defect in those goods, except where specifically provided by law. You are to indemnify us in
respect of any claim made against us in respect of goods supplied to you as ‘non-prime’, or ‘untested’.
8.4 If you believe that we have delivered goods that are defective in any way though undamaged you must:
A. Inform us (in writing), with full details, within three days of discovering the alleged defect; and
B. Allow us to investigate in terms of condition 6.4 (we may need access to your premises and the
goods).
8.5 If the goods are found to be defective in material or workmanship (following our investigation), and you have
complied with those conditions (in particular, conditions 7.3 and 8.4) in full, we will (at our option) replace or
refund the price.
8.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of
profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to
one million pounds.
8.8 For all other liabilities not referred to elsewhere in these conditions our liability is limited in damages to the price
of the goods.
8.9 Nothing in these conditions restricts or limits our liability for death or personal injury resulting from negligence.
9 Quantities and specifications
If we prepare the goods in accordance with your specification or instructions, you must ensure that the
specifications or instructions are in writing and are accurate. You must ensure that the goods prepared in
accordance with those specifications or instructions will be fit for the purpose for whish you intend to use them.
We accept no liability for any claim whatsoever relating to fitness for purpose for goods which have been
prepared in accordance with your specifications and instructions other than that they would not have been so
prepared.
9.2 We are not obliged to supply test certifications unless you request them when you order the goods. We may
charge you for test certifications.
9.3 Goods are normally sold by the number of items (‘quantity’) or weight (weighed or calculated). When sold by
weight, which includes pallets and any packaging, we are not liable for any quantity variation.
9.4 Unless otherwise agreed in writing, we shall have fulfilled our contractual obligation to you in terms of the
quantity to be supplied, if the quantity supplied is within +/- 10% of the appropriate quantity of that specified on
our advice note.
The price and our charges will reflect the actual quantities delivered.
9.5 Goods will be supplied within the current British or European Standards (as appropriate) unless otherwise
expressly agreed in writing.
9.6 If we agree that you may inspect or test the goods before delivery we will notify you when they are ready for
inspection or testing. You must inspect or test the goods within seven days of our notification to you. Within
fourteen days of your inspection, you must tell us in writing if the goods are not as specified in the contract
between us. If you do not do so you are deemed to accept that the goods are as contracted for.
10 Return of Goods
We will accept the return of goods from you only:
A. By prior arrangement (confirmed in writing by us);
B. On payment of an agreed handling charge (unless the goods were defective when delivered); and
C. In all cases, where the goods are as fit for sale on their return as they were on delivery.
11 Export terms
Condition 11 of these conditions applies to exports except where inconsistent with any written agreement
between us.
11.2 Where we export goods to you (from the United Kingdom) the ‘Incoterms’ of the International Chamber of
Commerce in force at the time the contract is made apply.
11.3 The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are in consistent
with them.
11.4 You are responsible for complying with any legalisation or regulations governing the importation of the goods
into the country of destination and for the payment of any duties due.
11.5 Where we are to send the goods to you by a route including sea transport we are under no obligation to give a
notice under 32(3) Sale of Goods Act 1979 as amended, extended or re-enacted.
11.6 You are responsible for arranging the testing and inspection of the goods at our premises before shipment
except
where otherwise agreed and condition 9.6 shall apply. We are not liable for any defect in goods which would be
apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
11.7 Payment of all amounts due to us shall be made as stipulated by us, unless otherwise agreed in writing and in
such circumstances condition 5 shall not apply.
11.8 We shall have no liability for death or personal injury arising from the use of the goods where the goods are to
be delivered in the territory of another state (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977
as amended, extended or re- enacted).
12 Cancellation
If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we
may
then hold (or to which we are committed for the order.
12.2 We may suspend or cancel the order, by written notice if:
A. You fail to pay us any money when due (under the order or otherwise);
B. You become insolvent in terms of condition 16;
C. You fail to honour your obligations under these Conditions.
12.3 You may not cancel the order, unless we agree in writing (and conditions3.2.2 and 12.1 then apply).
13 Waiver and Variations
Any waiver or variation of these conditions is binding only if it is:
A. Made (or recorded) in writing;
D. Signed on behalf of each party; and
E. Expressly stating an intention to vary these Conditions.
F.
14 Force Majeure
If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because
of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
14.2 Examples of those circumstances include act of god, accident, flood, explosion, fire, transport delays, strikes,
act of terrorism and other industrial disputes and difficulty in obtaining supplies.
15 Data Protection
We may use and you agree that we may use and disclose personal information about you to third parties for the
purpose of supplying goods and / services to you and processing invoices and statements. In respect of any of
your personal data held by us, we agree to comply with the provisions of the Data Protection Act 1998.
16 General
Any contract made under these conditions where the return address on the Application Form is situated in
England or Wales shall be governed by and construed under English courts which shall have exclusive
jurisdiction in respect of such contract.
16.2 Any contract made under these conditions where the return address on the Application Form is situated in
Scotland, shall be governed by and construed under Scottish law and the Scottish courts which shall have
exclusive jurisdiction in respect of such contract.
16.3 If you are more than one person, each of you has joint and several obligations under these Conditions.
16.4 If any of these Conditions are unenforceable as drafted:
A. It will not affect the enforceability of any other of these Conditions; and
B. If it would be enforceable if amended, it will be treated as so amended.
16.5 We may treat you as insolvent if:
A. You are unable to pay your debts as they fall due; or
B. You (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation,
administration, voluntary arrangement (including a moratorium) or bankruptcy;
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
16.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents
form
no part of any contract between us and you should not rely on them in entering into any contract with us.
16.7 Any notice by either of us which is to be served under these Conditions may be served by leaving it at or by
delivering it to (by first class post or by fax) the others registered office or principal place of business. All such
notices must be signed by an authorised signatory.
16.8 Unless expressly agreed otherwise if the contract is governed by the laws of England and Wales pursuant to
condition 16.1 no contract between us will create any right enforceable (by virtue of the Contracts (Rights of
Third Parties) Act 1999) by any person not identified as the buyer or the seller.
16.9 Unless expressly agreed otherwise if the contract is governed by laws of Scotland pursuant to condition 16.2 no
contract between us will create any right enforceable by any person not identified as the seller.
16.10 The only statements upon which you may rely in making the contract with us, are those made in writing by
someone who is our authorised representative and either:
A. Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
B. Which expressly states that you may rely on them when entering into the contract.
16.11 Nothing in these Conditions affects, or limits, our liability for fraudulent misrepresentation.