1. MAKING THE CONTRACT
1.1 Your order is an invitation to treat; we will consider it only on the basis that you waive any terms in it which are inconsistent with ours.
1.2 All goods sold by us are sold on these terms and only our directors are able to vary them and then only in writing.
1.3 If the goods are able to be delivered in stages, each instalment will be treated as a separate contract.
2.1 Contracts can be varied or cancelled only with our consent.
2.2 If we agree to cancel or vary a contract after we have brought or manufactured goods for it, we may charge a cancellation fee to compensate us for the expenses of disposal.
2.3 If we are dependent on a supplier who fails to supply a necessary component of the goods, we will tell you and (if we are able to), offer you an alternative. If we cannot offer an alternative or if we do not get your written approval to it (within seven days) the contract will be void (but only for those goods).
3.1 The price contains packaging, delivery and insurance unless an ex-works price has been quoted.
3.2 The price excludes VAT.
3.3 If we suffer a major increase in costs, we may increase the price. If so, we shall tell you as soon as possible.
4.1 You must pay us by 30th of month of delivery, if you have an approved credit account.
4.2 If you do not have an approved credit account, you must pay us on demand (which will usually be before the goods are delivered).
4.3 We may change the limit on an approved credit account at any time. If the limit is exceeded, the excess must be paid immediately.
4.4 We may charge interest on late payments at 2% per month (or part) interest accrues daily and runs before and after judgement. If you pay late, you must also pay (in full) any legal expenses incurred by us.
4.5 We may (at any time) suspend manufacture of delivery unless you give us security or payment.
4.6 You may not withhold payment because of any dispute or claim any set off.
4.7 We may apply any payment to any invoice and ignore any contrary instructions given by you.
5.1 We may deliver in stages and invoice you separately for each stage. Each stage will be treated as a separate contract.
5.2 If you ask us to delay delivery, we will do so if we can, but may charge you for storage.
5.3 You give us (our employees and agents) the right of access to all premises under your control to deliver, inspect and remove the goods. That right may not be revoked until you have paid all that you may owe us.
5.4 Goods to be collected by yourselves or your agents will be invoiced on the due collection date. We deserve the right to deliver and charge carriage, if the goods are not collected within 10 days of the due collection date.
5.5 Goods are not offered on a sale or return. Returns must first be agreed in writing.
6.1 The goods are at your risk from when you receive them.
7. INSPECTION AND SHORTAGES
7.1 You must inspect the goods as soon as you receive them.
7.2 If you cannot examine the goods, the delivery note must be marked: – not examined.
7.3 We are not liable for shortages or defects that should have been seen on a careful inspection and which you do not tell us about within 3 days of delivery (and confirm in writing).
7.4 We are not liable for any other defects unless we receive a written complaint within 7 days of delivery.
7.5 If we are told about defects and shortages within those time limits we will supply replacements or adjust the price otherwise you may not make any claim or reduce the price.
8.1 The goods remain our property (even after delivery) until you pay all that you may owe us (not just for the price of those goods).
8.2 You may use or sell the goods (but not if you are insolvent or we tell you to return them) but only if the proceeds of sale are held in trust for us and paid into a separate account (which may not be overdrawn).
8.3 While the goods belong to us: –
8.4.1 a lien on the goods
8.5 We may sue you for payment whether or not property in the goods has passed.
8.3.1 You will hold them as our fiduciary agent and Bailee (but may not commit us to
any liability under any contract);
8.3.2 You will store them safely and separately from other goods.
8.4 When the goods belong to you but are under our control then, if you become insolvent or fail to pay us when you should have, we have (in addition to our rights under ss.38 – 48 Sale of Goods Act 1979)
8.4.2 a right of stoppage in transit, and
8.4.3 a right of resale as your agent.
9. FREE ISSUE GOODS
9.1 If you supply materials to us for incorporation in the goods or use in their manufacture: – 9.1.1 they must be fit for the purpose for which they are supplied and conform with their description and any sample (should the materials supplied by you be defective you will be liable for the full contract price in addition to any other remedy we may have against you);
9.1.2 they must be received by us at least two weeks prior to your expected delivery date unless otherwise agreed in writing.
9.2 If you do not buy any goods ordered, you may not restrict our sale of them elsewhere (or restrict the sale or use of them by our customer) even if: –
9.2.1 any materials supplied by you were incorporated in them or used in their manufacture,
9.2.2 they have your name or logo on them; or
9.2.3 you have any intellectual property rights in their design or composition.
9.3 We will accept materials and designs from you only on the basis that you have the consent of all owners of intellectual property rights for us to use them without restrictions and you must compensate us fully if that is not so.
10.1 We have the right to sell the goods to you.
10.2 The goods will conform (in material respects) with any sample (but only if the sample is approved by you in writing).
10.3 We shall put right any breach of any warranty in clauses 10.1, 10.2 by supplying replacements or refunding the appropriate part of the price but we are not under any other liability to you (in contract or tort, including for consequential loss, or under any implied term) except that: –
10.3.1 If you are a consumer (defined in s.12 Unfair Contract Terms Act 1977), 88.13, 14 and 15 Sale of Goods Act 1979 apply;
10.3.2 we do not exclude or restrict our liability for death or personal injury from our negligence or under the Consumer Protection Act 1987.
10.4 In any event, our total liability is limited to £1,000,000.
10.5 Our promotional materials give general information only; the goods may vary from any description in them.
11. FORCE MAJEURE
11.1 We are not liable for delays cause by matters outside our control, such as: – act of God, war, riots and civil disturbances, fire or explosion, trade disputes, British or foreign government action or regulations, delay by suppliers, accidents, shortage of materials, labour or manufacturing facilities; or others.
11.2 If we are so affected, we shall tell you as soon as we are reasonably able to do so, if the delay lasts for more than three months from then, either of us may be given written notice to cancel the contract. You will then pay for any goods you have received and we will refund any advance payments but nothing more will be done.
12.1 Product data safety sheets are available for all of our products. You must ensure that (after the goods have been delivered to you) everybody who handles them or as possession of them has full instructions for their safe use and handling. You must compensate us in full if they do not.
12.2 You must use, store and handle the goods safely and in accordance with our instructions.
12.3 You may not modify the goods or any markings on them without first receiving our written permission (If you do make any unauthorized modification, we will be released from are obligations under all warranties in addition to any other remedy we may have against you).
12.4 You must ensure that the goods are appropriate for all purposes for which you want them; they are supplied only on the basis that you have done so and are not relying on any statement we may have made.
13.1 You will be treated as having repudiated the contract if you: –
13.1.1 become insolvent or,
13.1.2 commit a serious breach or one which is not remedied within 7 days
of being asked to do so.
13.2 You may be treated as having repudiated the contract if you: –
13.2.1 do not make a payment when due; or
13.2.2 fail to accept delivery or give delivery instructions.
13.3 If you repudiate the contract: –
13.3.1 all invoices sent to you must be paid immediately,
13.3.2 the price of all goods not invoiced but delivered by us or manufactured or ordered for sale to you must be paid immediately,
13.3.3 we will be released from all future obligations under all contracts.
13.4 You may be treated as insolvent if: –
13.4.1 you are a company which has a petition for winding up or
administration presented against it, or passes a resolution for winding up;
13.4.2 a receiver of any of your assets is appointed;
13.4.3 you convene a meeting of your creditors;
13.4.4 you (or any of your partners) become bankrupt;
13.4.5 you are unable to pay your debits (defined in ss.123 or 286 Insolvency Act 1986);
13.4.6 one of your creditor tries to serve on you a document purporting to be a statutory demand (under ss.123 (1) (a), 222 (1) (a), or 268 (1) (a) Insolvency Act 1986);
13.4.7 a judgement entered against you (by any creditor) remains unsatisfied after 7 days; or
13.4.8 anything similar happens in a foreign jurisdiction.
14.1 Written notices may be sent by post or fax to the last known address. If sent by fax they may be treated as received on the first working day after transmission. If posted first class, on the second working day after posting.
14.2 You may not transfer your rights under any contract.
14.3 If we do not exercise all of our rights under any contract, that will not release you from any of your obligations under it.
14.4 English Law applies, English courts have jurisdiction.
14.5 Every reference to the goods is a reference to each of the goods.