TERMS AND CONDITIONS OF SALE
  1. ORDERS

    All orders are accepted only upon and subject to the terms and conditions set out in the Seller's quotation and the following conditions. The Seller's terms and conditions shall prevail over any terms and conditions in the buyer's order.

  2. PRICE

    The price is quoted ex-factory inclusive of the cost of packaging or protection required under normal transport conditions to prevent damage to the goods in transit and is exclusive of V.A.T.

  3. SPECIFICATIONS

    Any catalogues, photographs, descriptions, specifications, illustrations, or advertising matter represent generally the goods offered but shall not constitute a sale by description. A deviation in the materials used shall not vitiate the contract and shall not form grounds for any claim against the Seller, who reserves the right to alter the materials used in the manufacture of the goods at any time resulting from improvements continually being made in design and subject to availability.

  4. PAYMENT

    a) Unless otherwise agreed in writing the Seller shall require settlement in full of the invoice before the end of the calendar month following the month of the invoice.
    b) Where goods are delivered by instalments each instalment shall be invoiced separately and if the Buyer fails to make payment for any instalment on the due date the Seller shall be entitled forthwith to terminate the Contract and to recover from the Buyer the amount of his loss.
    c) If the Buyer delays in making payment, the Seller shall, on giving the Buyer notice in writing, be entitled to the payment of interest on the sum due at the rate of 6% above Barclays Bank plc minimum lending rate from the date of invoice.
    d) Payment in full of any amount due to the Seller is required in the event of failure by the Buyer to give three days notice pursuant to clause 7 hereof.
    e) The Buyer and Seller hereby agree that the Seller shall have the exclusive right to appropriate any payments received from the Buyer in discharge of any monies due for goods supplied the subject of any contract between the Buyer and Seller.

  5. CARRIAGE AND DELIVERY

    a) Orders to the minimum net invoice value stated in the Seller's price list will be delivered carriage paid within the British Mainland. Carriage costs for orders of lesser amounts will be charged as an extra to the contract.
    b) It is agreed that the Seller may deliver goods by instalments.
    c) Any delivery date quoted is given in good faith but cannot be guaranteed.
    d) Goods will in no circumstances be supplied "on approval" or on a "sale or return" basis.

  6. RISK

    The goods shall be at the risk of the Buyer from the date that the goods are delivered by the Seller either to the Buyer direct, or to the Buyer's carrier. The Seller shall not be liable for loss or deterioration of, or damage to, goods in transit except and unless caused directly by the negligence of the Seller or his agents and contractors. The Buyer should be insured accordingly.

  7. DAMAGE AND NON DELIVERY

    a) If a consignment is not received or if you wish to make a claim for loss or deterioration of, or damage to, the goods please notify the Seller within three days of receipt. Time shall be of the essence in notifying the Seller pursuant to this clause.
    b) If any package is damaged in transit please retain both the goods and the packaging for inspection by the Seller or his agents at the point of receipt, pending the Seller's instruction.
    c) You are asked not to return goods to the Seller except at his request and on such terms as shall be mutually agreed.
    d) If goods are unexamined at the time of delivery please endorse carrier's delivery note accordingly.
    e) Saturdays, Sundays and officially recognised National holidays shall be deemed non-business days for the purpose of passing notices and claims.

  8. LIABILITY

    a) If any goods are faulty by reason of defective materials or workmanship the Seller's liability shall be limited to the cost of making good such fault or to the replacement of the goods
    b) If any goods are lost, damaged or deteriorate in transit by reason of the of the Seller or his employees the Seller's liability shall be limited to the cost of making good such damage or to the replacement of the goods.
    c) The Seller cannot accept liability for damage or deterioration of goods which are not stored or displayed in favourable conditions.
    d) In no event shall the Seller be liable for the following loss or damage howsoever caused and even if foreseeable and within the contemplation of the parties: i) Economic loss (which shall include loss of profits, business revenue and goodwill); ii) Damages in respect of special, indirect or consequential loss or damage; iii) Any claim made against the Buyer by any other party.

  9. TITLE

    a) The property in the goods will only pass to the Buyer on payment of the invoice in full together with interest payable (if any) for the goods.
    b) The Buyer may sell the goods to third parties in the ordinary course of its business provided that the Seller shall be subrogated to the rights of the Buyer as against such third parties to the extent of the Seller's claim against the Buyer.

  10. CANCELLATION OR AMENDMENT

    Orders are accepted only on condition that no cancellation or amendment shall be made without the Seller's prior written consent. The Seller shall not unreasonably refuse such consent, which shall be on terms that indemnify the Seller against loss.

  11. FORCE MAJEUR

    The Seller shall be under no obligation or liability in respect of failure to complete the buyer's order or delay or failure in delivery of the goods comprised in any order or contract caused directly or indirectly by war, fire, strike, Lockouts or other labour troubles, breakdowns, accidents or delay in obtaining materials.

  12. DEFAULT

    If the Buyer defaults in paying any sum due or if any distress or execution is levied on the Buyer, his property or assets or if the Buyer makes or offers to make any composition with creditors or commits any act of bankruptcy or act which would be an act of bankruptcy if committed by an individual, or if a petition be presented for a Receiving order in the case of an individual, or liquidation in the case of a company, the Seller shall be entitled at any time thereafter to determine this contract without derogation from his rights to recover money due and damages.

  13. LAW

    This Contract shall be construed in accordance with English Law, and the parties agree to submit to the exclusive jurisdiction of the English Courts.

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