Unless otherwise expressly agreed in writing all Goods the subject of this
contract ("the Goods") are sold subject to the following conditions
to the exclusion of any conditions of the Purchaser and no agent or representative
of the Company has any authority to vary or omit these conditions or
any of them unless the same is accepted in writing by a Director of the
2.1 The Company reserves the right to vary the quoted price for the Goods
by upward additions in accordance with market conditions at the date
of delivery and the Purchaser shall pay such addition to the purchase
price. Price lists do not constitute an offer.
2.2 Unless otherwise stated prices are net and exclusive of VAT which
will be charged at the applicable rate.
3.1 The Company will use its reasonable commercial endeavours to deliver
at the time stated but delivery dates shall be regarded as approximate
3.2 Failure to deliver at the time stated will not be sufficient cause
for cancellation and the Company will not be liable for any losses, costs,
damages or expenses consequential or otherwise suffered by the Purchaser.
3.3 Where delivery is made by instalments, delay in delivering one or
more instalments shall not entitle the Purchaser to refuse to accept
any remaining instalments.
3.4 The Purchaser shall not refuse to accept delivery of the consignment
or instalment on account of any shortage or defect in any other delivery.
3.5 Delivery shall take place when the Goods are delivered to the Purchaser's
premises unless the Purchaser has given the Company special instructions
as to carriage or delivery in which case delivery shall take place when
the Goods are delivered to the order of the Purchaser.
4. TERMS OF PAYMENT
4.1 Payment shall be made in full not later than 30 days after the invoice
4.2 Time for payment shall be of the essence of the contract.
4.3 If payment is not made by the due date or if there is any default
or refusal on the part of the Purchaser to take due delivery of any Goods
all monies owing (whether due or not) by the Purchaser to the Company
shall become due and the Company may without prejudice to any of its
rights under these conditions withdraw any discounts and charge interest
on the amount of all sums outstanding at the rate of 3% per annum above
the base rate Lloyds Bank PLC or the prevailing rate pursuant to statute
(whichever is the greater) from time to time such interest to accrue
on a daily basis until the date of actual payment, after as well as before
4.4 All payments are to be made on or before the due date as a condition
precedent to future deliveries and where the Goods are delivered in instalments
payment for each instalment shall be a condition of delivery of subsequent
4.5 All payments must be made without deduction of any kind.
4.6 The Purchaser will pay all costs and expenses, including without
limitation, legal and other debt collection expenses incurred by the
Company in recovering and attempting to recover all or any amounts due
to the Company from the Purchaser.
5. TITLE & RISK
5.1 Risk in Goods shall pass to the Purchaser on delivery and the Purchaser
shall insure the Goods for their full value from that time.
5.2 Notwithstanding clause 5.1 legal and beneficial ownership of the
Goods shall remain with the Company until unconditional payment in full
has been received by the Company:
5.2.1 for the Goods;
5.2.2 for any Goods supplied by the Company;
5.2.3 for any monies due from the Purchaser to the Company on any account.
5.3 Until property in the Goods passes to the Purchaser under clause 5.2 the
Purchaser shall be bailee of the Goods and shall keep the Goods separately
and readily identifiable as the property of the Company.
5.4 5.4.1 Notwithstanding clause 5.2 the Purchaser may as principal in the
ordinary course of its business sell the Goods by bona fide sale at full market
value or in the ordinary course of its business use the Goods.
5.4.2 Goods shall be deemed sold or used in the order delivered to the Purchaser.
5.4.3 Any resale by the Purchaser of Goods in which the property has not passed
to the Purchaser shall (as between the Company and the Purchaser only) be treated
as if made by the Purchaser as agent for the Company.
5.5 5.5.1 If Goods in which property has not passed to the Purchaser are mixed
with or incorporated into other Goods the property in those other Goods shall
be held on trust by the Purchaser for the Company to the full extent of the
sums recoverable by the Company under clause 5.2.
5.5.2 The proceeds of sale of any Goods and any other Goods referred to in
clause 5.5.1 shall be held by the Purchaser in trust for the Company to the
extent of all sums recoverable by the Company under clause
5.2 5.5.3 The Purchaser shall keep any proceeds of sale as referred to in clause
5.6.2 in a separate account but in any event the Company shall have the right
to trace such proceeds according to the principles in re Hallets Estate (1880)
13 Ch D 696.
5.6 The Purchaser assigns to the Company all rights and claims the Company
may have against its own customers and others in respect of Goods specified
in clause 5.4.3, Goods specified in clause 5.5.1 and proceeds of sale specified
in clause 5.3.2.
5.7 At any time prior to property in Goods passing to the Purchaser (whether
or not any payment to the Company is then overdue or the Purchaser is otherwise
in breach of any obligation to the Company) the Company may (without prejudice
to any other of its rights):
5.7.1 retake possession of all or any part of the Goods and enter any premises
for that purpose (or authorise others to do so) which the Purchaser hereby
5.7.2 require delivery up to it of all or any part of the Goods.
5.7.3 terminate the Purchasers authority to resell or use the Goods forthwith
by written notice to the Purchaser which authority shall automatically terminate
(without notice) upon any insolvency of the Purchaser or it going into liquidation
(as defined in the Insolvency Act 1986) or it having a receiver appointed or
calling a meeting of its creditors or any execution or distress being levied
on Goods in its possession.
5.8 The Company may at any time appropriate to such indebtedness as it thinks
fit sums received from the Purchaser notwithstanding any purported appropriation
by the Purchaser.
5.9 Each clause and sub-clauses of this clause is separate severable and distinct.
6. TITLE AND RISK (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF
6.1 Property and title in the Goods shall not pass to the Purchaser until
the price due in terms of the contract has been received by the Company.
Where the items to be supplied in terms of the contract are delivered
in instalments this clause will apply to each instalment as if it formed
the subject matter of a separate and independent contract.
6.2 Until the price of the Goods has been paid the Purchaser will hold
and store the Goods as agent for the Company and in a manner which clearly
distinguishes them from other Goods and products of the Purchaser and
indicates that they are in fact owned by the Company and not by the Purchaser.
6.3 The Purchaser shall not sell or dispose of any individual consignment
of or delivery of the Goods save as agent for the Company until the price
due in terms of the contract has been received by the Company.
6.4 On the happening of any of the following events the Company may recover
any of the Goods remaining in the Purchasers possession and the Company
its agents or servants will be entitled to remove any Goods for which
the price has not been paid: - if the price of such Goods shall remain
unpaid at the expiration of their allotted credit period; - if the Purchaser,
being an individual has a petition presented for his or her sequestration
or makes any arrangement or composition with his or her creditors or
signs a Trust Deed for behalf of his or her creditors or has a Trustee,
interim or otherwise, appointed to his or her estates; - if the Purchaser,
being a Company makes any composition or arrangement with its creditors,
has an administrative receiver or receiver appointed to any part of its
property and assets, has a petition presented for the appointment of
an administrator, interim or otherwise, or has any such administrator
appointed, has any petition presented for its winding-up or any liquidator
provisional interim or otherwise appointed or calls any meeting of its
creditors, - if the Purchaser has any diligence carried out against it
or its assets.
6.5 Notwithstanding the provisions of this clause risk in all Goods supplied
shall pass to the Purchaser on delivery whereupon the Purchaser shall
be liable for insurance of such Goods.
6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each
be construed and receive effect as a separate clause of these conditions.
7. DAMAGE IN TRANSIT
7.1 When the price quoted includes delivery, and except where the Purchaser
has given special instructions as to carriage or delivery and delivery
has been made to the order of the Purchaser as mentioned in clause
3.5, the Company will either repair or replace free of charge Goods
damaged in transit or allow credit therefore provided the Purchaser
shall give the Company notice in writing of the extent and nature of
7.1.1 where Goods are delivered by the Company within 3 days of the date on
which the Goods were delivered; or
7.1.2 where the Goods are delivered by outside carriers within such time as
will enable the Company to comply with such carriers conditions or carriage
for the notification of such claims.
7.2 In the absence of such notification the Purchaser shall be deemed to have
accepted the Goods.
8. SHORTAGES INCOMPLETE ORDERS DAMAGED GOODS AND NON-DELIVERY
8.1 No claims for shortages incomplete orders or Goods differing in quantity
or description from the particulars specified on the delivery note
shall be made unless the Company is notified in writing within 7 days
of receipt of the Goods and in the absence of such notification the
Purchaser shall be deemed to have accepted the Goods.
8.2 No claims for non-delivery shall be made unless the Company is notified
in writing within 14 days of receipt of invoice.
8.3 No claims for damaged Goods shall be made unless the Company is notified
in writing within 3 days of receipt of the Goods and in the absence of
such notification the Purchaser shall be deemed to have accepted the
10.1Save as provided in sub-clauses 10.2, 10.3 and 10.4 of this clause
and in so far as is permitted by statute all warranties, conditions,
guarantees or representations, express or implied, statutory or otherwise
are hereby excluded and the Company shall not be liable for any loss,
damage, expense or injury of any kind whatsoever, consequential or
otherwise, arising out of or due to or caused by any defects of deficiencies
of any sort in the Goods supplied by the Company, and whether such
defects or deficiencies are caused by the negligence of the Company
costs servants or agents or otherwise.
10.2 The Company agrees to make good by replacement or repair, defects
which arise solely from faulty materials or workmanship within a period
of twelve months of delivery, provided that the Company is immediately
notified in writing of the defect and (if required) the Goods are promptly
returned to the Company.
10.3 The Company does not exclude its liability for death or personal
injury and accepts liability for any breach on the part of the Company
of any undertaking as to title, quiet procession and freedom from encumbrance
which may be implied in section 12 of the Sales of Goods Act 1979.
10.4 This clause shall not deprive a Purchaser dealing as a consumer
pursuant to Section 12 of the Unfair Contract Terms Act 1977 of his statutory
10.5 The warranty given in this clause is subject to the following provisos,
10.5.1 that the Purchaser shall have followed all instructions issued by the
Company in relation to the Goods;
10.5.2 that in the case of defects that would have been reasonably apparent
to the Purchaser on reasonable examination of the Goods on delivery, the Purchaser
shall notify the Company of the defects in writing within 14 working days of
10.5.3 that in the case of any other defects, the Purchaser shall notify the
Company of the defects in writing within 7 working days of the date when the
defect becomes apparent.
10.6 Where it has been agreed in writing that the price for the Goods be reduced
in consideration of the Purchaser undertaking maintenance and repair of the
Goods at its own cost, the warranty in this clause shall be excluded from the
contract save that the Company shall be responsible for supplying free of charge
such parts and other accessories as it shall in its absolute discretion think
11. LIMITATION OF LIABILITY
Without prejudice to sub-clauses 10.3 and 10.4 of clause 10 above the
amount of any damages recoverable by the Purchaser from the Company
for breach of contract of negligence shall be limited to the invoice
price of the Goods.
12. PATENT COPYRIGHT AND INDUSTRIAL PROPERTY RIGHTS
Unless otherwise agreed in writing patent copyright and other industrial
property rights including rights of confidence if any arising in any
hardware or software and any associated documentation shall be the
sole property of the Company and the Company reserves the right to
sell and package to any other Purchaser or Purchasers.
13. DESCRIPTIVE MATTER AND ILLUSTRATIONS
All descriptions and illustrations and particulars of weights and dimensions
issued by the Company in catalogues, price lists, advertising matter
and forwarding specifications are by way of general descriptions and
approximate only, and shall not form part of any contract or give rise
to any liability on the part of the Company.
14. DESIGN VARIATION
It is the policy of the Company to endeavour to develop and improve its
products, and accordingly the Company reserves the right to change
all specifications (including but not limited to variations in colour)
without prior notification or public announcement pursuant to such
policy. Provided that nothing in this clause shall oblige the Purchaser
to accept Goods which do not reasonably comply with the contract.
15. INABILITY TO SUPPLY
15.1 Without prejudice to any other condition hereof should the manufacture,
supply or despatch of the whole or any part of the Goods contracted
for be interrupted, prevented or hindered by any cause or causes whatsoever
beyond the Company's confidence the Company shall be entitled to postpone
or suspend any delivery or deliveries under the contract until (in
the Company's judgement) any such cause has ceased to operate. The
Company shall be under no liability whatsoever in respect of such postponement
15.2 If delivery is delayed for more than 3 months the Company has the
option (without incurring any liability for loss or damage arising therefrom)
of cancelling the contract and refunding any payment made by the Purchaser.
15.3 Without limiting the generality of the cause or causes referred
to above the same shall include war, fire, accident, breakdown of plant
or machinery, industrial action, disputes (including strikes and lockouts)
unavailability of and restrictions on supplies, non-delivery or delay
in delivery of any materials or any other circumstances (of whatsoever
nature and not limited to the foregoing) which directly or indirectly
interrupt or hinder the due performance of the contract.
The Company shall be entitled to terminate any contract forthwith without
prejudice to its own right accrued at the date of such termination
and to recover damages in the event of any breach by the Purchaser
of its obligations hereunder if the Purchaser shall be adjudicated
bankrupt or has a receiving order against it, or being a Company, if
an administrator, administrative receiver or a receiver is appointed
of the whole or any part of its assets or undertaking or a winding-up
order is made against the Purchaser or the Purchaser goes into voluntary
liquidation (other than for the purpose of reconstruction or amalgamation)
or (in either case) if the Purchaser calls a meeting or makes any arrangement
or composition with creditors or allows execution or distress to be
levied against its Goods.
17. GOVERNING LAW
The contract shall be governed by and construed in accordance with English
Law and the parties hereto submit to the non-exclusive jurisdiction
of the English Courts.