These Terms and Conditions shall apply to and govern all contracts for the sale of goods or the supply of services or both entered into by the Company. All conditions of the Customer or other terms and conditions or warranties whatsoever whether communicated before or after these Terms and Conditions are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and these Terms and Conditions shall be deemed to be incorporated in any quotation received from the Company and the Customer’s own conditions shall not be regarded as a counter offer.
The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
The Customer acknowledges that no contract was entered into in reliance on any representations other than those incorporated in the Company's quotation and these Conditions, and particularly no catalogue or price list shall form part of the contract documents.
A quotation by the Company shall not constitute an offer and there shall be no binding contract until the Company has accepted an order.
Unless otherwise specifically stated, all prices quoted by the Company are exclusive of VAT, which shall be due at the rate in force on the date of the Company’s invoice to the Customer.
Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.
If goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
No cancellation, suspension or variation by the Customer of any order accepted by the Company shall be valid unless agreed by the Company in writing and such agreement may only be given on terms which compensate the Company for any loss, costs, damages, charges and expenses thereby incurred by the Company, such compensation to be decided by the Company in its absolute discretion.
The price to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s). This price shall be based on the sum quoted to the Customer, but may be adjusted to reflect any material changes in manufacturing and raw material costs, transport and fuel costs, additional costs imposed by suppliers and changes in import and export or other duties and taxes.
Payment of the price and VAT shall be due within 30 days of the date of the Company’s invoice unless a different time for payment is specifically agreed between the parties in writing. Time for payment shall be of the essence and payment must be made without set-off or credit unless the same is for a liquidated amount which has been agreed in writing by the Company.
All other sums due to the Company from the Customer are payable on demand. Where goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions. If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries until the default is made good and/or to cancel the contract so far as any goods remain to be delivered thereunder.
In the event that the Customer fails to pay any monies by the due date, all sums payable by the Customer to the Company shall become immediately due and owing. The Company shall charge interest and recovery fees on all outstanding monies pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. In addition the Company reserves the right in its absolute discretion to re-charge preferential discounts previously agreed on orders should payment not be made by the due date. The customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.
The Company shall have a general lien on all and any goods for the time being under its control belonging to the Customer for all sums due and for all claims of every description by the Company against the Customer in respect of any order or account and if any sum or sums remain owing to the Company 14 days after the Customer has been given notice in writing of the exercise of such lien the Company shall have the power to sell the whole or any part of such goods to discharge the same sums and claims and all expenses incurred in connection with the sale of the goods and any balance of the proceeds of such sale shall be paid by the Company to the Customer.
The Customer shall not in any event, until all monies due have been paid to the Company, be entitled to pledge, or in any way charge by way of security for any reason, any of the goods which remain the property of the Company, but if the Customer does so all monies due to the Customer shall become immediately due and payable without prejudice to any other right or remedy of the Company.
The risk in goods sold to the Customer shall pass to the Customer upon tender for delivery so that the Customer is responsible for all loss damage or deterioration of the goods or a part thereof at the time of the tender if the Customer wrongfully fails to take delivery of the goods when tendered or from the time when the same leave the premises of the Company (or the premises where the same were stored for or by the Company or to the Customer's order) save that if the goods are sold "ex works" and are not collected by the Customer by the due date for collection the goods shall be at the sole risk of the Customer thereafter. Where the goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with any terms and conditions of business of the carrier.
Title in any goods which are the subject of a contract for sale between the Company and the Customer shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.
If any distress or execution shall be levied on the Customer's property or assets or any part thereof, or if the Customer shall make or offer to make any arrangement or composition with its creditors generally or if the Customer:-
being an individual, commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him; or
being a partnership, if the said partnership is dissolved for whatsoever reason or if any partner commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against any partner or the partnership; or
being a limited company, if proceedings are commenced for the liquidation of the Customer or if a meeting of creditors is called pursuant to Section 588 of the Companies Act 1985 or if a resolution is passed for the voluntary winding up of the Customer (other than a members voluntary winding up for the purpose of amalgamation or reconstruction only) or the appointment of an Administrator or if a Receiver is appointed of all or any of the assets of the Customer, or the Customer ceases, or threatens to cease, to carry on business then the Company shall have the right forthwith to determine all subsisting contracts whether remaining to be performed in whole or in part by serving written notice of such determination on the Customer, and all monies due to the Company shall become immediately due and payable.
Subject as expressly provided in these Conditions and except where goods are sold or services provided to a person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
In cases where a valid claim is based on any defect in the quality or condition of goods or their failure to correspond with specification (if any) and the claim is notified to the Company in accordance with clause 10.4, the Company shall be entitled to replace the goods or any part in question free of charge or, at the Company's sole discretion, to refund to the Customer the price of the goods, but the Company shall have no further liability to the Customer.
No liability shall attach to the Company unless details of a defect are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged non-delivery, claims must be notified to the Company within 7 days of despatch of the goods by the Company.
For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.
The Company shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the goods, if the delay or failure was due to any cause beyond the Company's reasonable control, including strikes, lock-out, labour disturbances, fire, accidents, breakdowns, shortages of supply, statutory or government order, prohibition, adverse weather conditions, acts of god, war, hostilities, civil disturbance, or any other cause of whatsoever nature beyond the control of the Company.
These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws of England.
The promise "If you can find the same product cheaper elsewhere we will refund the difference"