The Company accept orders for the supply of Goods only subject to these conditions. The buyer accepts that these conditions shall govern relations between himself and the Company to the exclusion of any other terms including, without limitation, conditions and warranties (written or oral expressed or implies) even if contained in any of the Buyer's documents which purport to provide that the Buyer's own terms shall prevail.
No variation or qualification of these conditions or of any quotation or order arising therefore shall be valid unless agreed in writing between parties.
Unless the Company not withstanding any offer, quotation, tender price list has specifically agreed fixed prices, all prices are subject to alteration without notice and goods will be invoiced at prices ruling at the date of dispatch.
All prices include delivery unless stated and are quoted exclusive of Value Added Tax (' VAT') and VAT will be added to all invoices at the rate applicable on the tax point rate which date shall be the date of the invoice. (Where before delivery or the date of the invoice which ever is earlier). The Goods become subject to any additional duty, VAT or any other tax or surcharges, in excess of the sum specified for such liabilities in the Companies quotation or invoice, the Buyer shall be charged and will pay such extra duty, tax or surcharges.
All orders are subject to a plus or minus 5% (five percent) of the quantity ordered.
The company shall be deemed to have fulfilled its contract if the Goods delivered are within the tolerance and any under/over delivery shall be charged prorata.
Risk passes to the Buyer on delivery of the Goods.
Whilst risk in goods supplied to the Buyer under the contract shall pass on delivery, legal and beneficial ownership of the Goods shall remain with the Company until such times as the Company has received payment in full for all Goods supplied to the Buyer or until times as the Goods are sold to the Buyer's customer by way of bona fide sale at full market value (which ever shall be earliest) and until such time the Buyer shall keep such Goods separate from its property and clearly identified as the property of the Company.
Notwithstanding terms of payment specified herein or elsewhere payment for all Goods supplied to the Buyer shall become due immediately upon the commencement of any act or proceeding in which the Buyers solvency is involved (whether voluntary or upon application to any court or upon the appointment of receiver over the whole or any part of the Buyer's assets or undertaking and upon such occurrence the power of sale granted to the buyer above shall automatically determine.
If payment for any Goods is overdue whether in whole or part and any Goods have been delivered to the Buyer the Company may without prejudice to any of it's other rights enter upon the Buyer's premises to recover and for resell the Goods of such of then as the Company in its absolute discretion may designate as necessary to recover the amounts of payment overdue and the Company's reasonable costs incurred in giving effect to it's rights hereunder and for these purposes the Buyer hereby irrevocably authorises the Company to enter and take all necessary and reasonable steps upon the premises of the Buyer.
Until the Company is paid in full for all Goods supplied the Buyer is and shall remain a fiduciary for the Company in respect of the Goods and if the Buyer sells or allows to be sold the Goods the proceeds of sale shall be held in a separate clearly identifiable account and the beneficial interest of the Company shall attach to the proceeds of sale and the company shall have the right to trace such proceeds of sale.
If any of the goods are incorporated of used in other products before full payment for all goods supplied under the contract has been made title in such products shall be in remain with the company until full payment has been made all such products have been sold and all of the above provisions of this clause shall extend to such products.
The Company warrants that all goods are within its usual tolerance as to quality and finish and shall replace or at its option refund the purchase price applicable of any Goods which do its sole opinion comply with this warranty. Provided always any claim under this warranty is made within 3 days of delivery of the Goods alleged to be defective.
The buyer assumes responsibility for the capacity or performance of the goods being sufficient and suitable for their intended use.
No warranty, condition or representation is given or made as to the quality of the Goods supplied hereunder their condition or their likeness for any particular purpose and such warranty, conditional representation whether expressed or implied whether by statute, collateral agreement or from otherwise is hereby excluded.
The Company shall not be liable for any expenditure loss (including without limitation economic indirect and consiectational loss) damage or injury other than personal injury arising out of negligence for which we must except liability in accordance with the Unfair Contract Terms Act 1977 where you are a UK Customer for UK supply) arising out of any use or dealings with the Goods however such expenditure loss damage or injury shall arise and whether form any defect in the goods or otherwise.
The Buyer shall indemnify the Company against all and any claims costs actions or demands whatsoever and however arising made by any third party (including the Buyer's and employees) whether direct or indirect including without limitation those relating to the use of the goods and those arising as a result of the operation of the consumer Protection Act 1987.
This contract represents the entire agreement between the parties and supersedes all earlier warranties representation or statements (whether oral or in writing) and may only be varied or amending in writing between the parties.
The heading of each provision are intended to be for convenience only and do not affect interpretation thereof.
The contact shall be deemed to be a contract in England and shall be constructed according to the law of England. Any dispute shall be referred to and English court which shall have soul due restriction.
