a. All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other conditions or warranties whatsoever are excluded from the contract or any valuation thereof, unless expressly accepted by the Company in writing.
b. Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such a period at any time by written or oral notice.
c. If any statement or representation has been made to the Customer upon which the Customer relies, other than in the documents enclosed with the Company’s quotations, the Customer must set out that statement or representation in a document to be attached to or endorsed on the order in which case the Company may clarify the point and submit a new quotation.
2. Risk & Title
a. Risk shall pass to the Customer when the goods or a relevant part thereof leave the premises of the Company for delivery to the customer notwithstanding that the Company may arrange for delivery so that the Customer is responsible for all subsequent loss damage or deterioration.
b. Title in the goods or any part thereof shall pass to the Customer when payment in full thereof has been made or when the Company serves written notice upon the Customer specifying that the title in the goods or such part thereof has passed whichever shall be the earlier in time and the Customer shall permit the servants or agents of the Company to enter on to the Customer premises and to repossess the goods at any time prior thereto.
c. The Customer shall only be at liberty to sell or use the goods purchased from the Company prior to the passing of title on the understanding that if the Customer does sell or use the goods then the Customer will hold on trust for the Company so much of the proceeds received by the Customer under contracts which include any of the goods hereby sold or used either in their original or altered state as are necessary to discharge payment in full to the Company.
3. Risk & Title (Romalpa Extension)
The Customer shall only be at liberty to mix the goods with others or use them in a process of manufacture prior to the passing of title with the consent of the Company in writing which such consent shall not be unreasonably withheld provided that:
i) suitable guarantees are given to discharge payment in full at the due date under the contract and
ii) until passing of the title the products in or with which the goods have been used or combined shall be stored separately from other products of the Customer and suitably identified so that the Company’s ownership can be readily ascertained.
a. Time for delivery is given as accurately as possible but it is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
b. The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Alterations by the Customer in design, specification or quantities required may result in delay in delivery.
c. The Company will endeavour to comply with reasonable request by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to fault by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.
Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.
6. Quantity and Quality
a. While any estimates the Company may give of quantities of goods required for a particular job are as accurate as possible their accuracy is not guaranteed and no liability is accepted in respect of any error, the Customer will be responsible for ascertaining the proper quantities to be ordered.
b. The Company will be under no obligation to retain, take back or give credit for quantities ordered by the customer which may be found surplus to its requirements.
c. The Company will be under no obligation to retain take back or give credit for goods ordered incorrectly by the Customer. Where the Company agree to do so, it may, at its option make a handling charge to cover costs incurred.
d. The Company sells the goods by reference to descriptions set out in the quotation where samples are submitted they only indicate the general class of goods offered and the sale shall not be or deemed to be a sale by sample for the purpose of Section 15 of the Sale of Goods Act 1893 as amended. The Company’s normal tolerances and material descriptions shall apply unless the Company has agreed in writing to work to the Customers Specifications.
a. For orders, unless otherwise specified prices quoted include delivery to destinations in Great Britain by road transport on suitable roads only to the address stated on the Customers enquiry and subject to the road haulage contractors conditions.
b. In the event of any alteration being required by the Customer in design or specification the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.
8. Terms of Payment
a. Unless otherwise agreed by the Company in writing, the terms of payment shall be payment in full, including additional timed delivery costs and vat, at point of purchase, prior to shipping.
b. Each consignment shall be separately invoiced and paid for in accordance with the condition 8(a) above.
c. No disputes arising under the contract nor delays beyond the control of the Company shall interfere with the prompt payment by the Customer.
d. In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other rights or remedy, to suspend all further deliveries and to charge interest on any amount outstanding at the rate of 4% per annum above the Bank of England Minimum Lending Rate in force at the time the payment was due.
9. Shortages and Defects Apparent on Inspection
a. The Customer shall have no claim for shortages or defects apparent on inspection unless:
i) the Customer inspects the goods within two working days of arrival at its premises and
ii) a written complaint is made to the Company within 5 days of receipt of the goods or such shorter period as the carriers conditions (if applicable) require specifying the shortage of defect, and
iii) the Company is given an opportunity to inspect the goods and investigate any complaints before any use is made of the goods. If a complaint is not made to the Company as herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
b. Whether or not the Company arranges delivery, the Company is in no way responsible for delivery of the goods and is in no way liable for claims for loss or damage in transit which must be made by the customer against the Carrier in accordance with the carriers conditions.
Unless otherwise specifically ordered all products will be supplied in accordance with the appropriate specifications laid down in the manufacturers technical data.
a. The Company will use every effort to deliver the goods in good condition however in view of the inherent return of the products and the varied and unpredictable nature of the conditions in which they are used the Company accepts no liability or responsibility whatsoever save as provided by condition 9 in respect of alleged defects or faults therein. The Company however investigates all reasonable complaints and where it is satisfied that the goods were supplied in defective or faulty condition it is the normal practice of the Company to supply further goods in place of the defective or faulty goods on an ex gratia basis and without admission of liability and on the same terms as herein contained.
b. The implied warranties and conditions contained in sections 13, 14 and 15 of the Sale of Goods Act 1893 as amended and any other condition or warranty implied by trade custom or usage are hereby expressly excluded. The Customer hereby acknowledges:
i) That it purchased the goods in the cause of its business and not for private use and that the price quoted by the Company was based on that understanding.
ii) That it purchased the products in a competitive market and that the bargaining strength of the Company was not a relevant factor in the purchase of the goods from the Company.
iii) That it fully appreciates the reasons for the exclusion of liability contained in this condition and confirms that such exclusion is totally fair and reasonable in the circumstance and consistent with market conditions for similar product and
iv) That it knows and understands the extent of the meaning of this condition and the limitations imposed by it upon sections 13, 14 and 15 of the Sale of Goods Act 1893 as amended and hereby undertakes to insure against all risk and liability expressed to be excluded by this condition.
c. No liability is accepted for any indirect costs damages or expenses relating to damage to property or injury or loss to any person, firm or company or for any loss of profits or production arising out of or occasioned by any defect in or failure of goods or materials or parts thereof supplied by the Company.
d. The Company’s liability in respect of any one claim or the aggregate arising out of any contract shall not exceed the purchase price payable under the contract.
e. If the Customer shall become bankrupt or insolvent or compound with its creditors or in the event of a resolution being passed for or proceedings commenced for the liquidation of the Customer (other than for voluntary winding up for the purposes of reconstruction or amalgamation) or if a Receiver or Manager is appointed on all or any parts of its assets or undertaking the Company shall be entitled to cancel its contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
12. Data and Technical Information
The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed, otherwise any illustration, performance details, examples of installations and methods of assembly and all other technical data is such literature are based on experience and from trials under test conditions. Accordingly, the information contained in the Company’s publications is provided for general guidance only and forms no part of the contract unless expressly agreed in writing. Customers should obtain specific recommendations and advice from the Company regarding the uses and attributes of the Company’s products.
13. Customers Information
a. The Customer shall be solely responsible for ensuring that all advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer’s own advisors or consultants are accurate and suitable examination or consideration by the Company of such advice or recommendations shall in no way limit the Customers responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.
b. The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of goods specifications of the Customer where specifications shall be the fault or where it is alleged that they involve any infringement of a Patent, registered design copyright or other exclusive right.
14. Force Majeure
Neither party shall be under any liability for any delay, loss or damage caused wholly or in part by act of God, government restriction condition or control or by reason of any Act done or not done pursuant to a trade dispute whether such dispute involves its employees or not or by reason of any other act, matter or thing beyond its reasonable control.
The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to jurisdiction of the English Courts only.