1. Quotations and acceptance of order
The following conditions are the only terms on which we are willing to sell goods, by ordering the goods, the subject of any contract the Buyer agrees that its own conditions (if any) shall not apply to the contract.
1.2 The contract for the sale of the goods shall comprise the Buyer's written order and our written acknowledgement of order.
Any quotation by us is subject to our confirmation on receipt of order.
1.3 Once the contract is made it cannot be cancelled, deferred or altered by the Buyer, except with our agreement in writing
2.1 We reserve the right to charge for packaging and carriage costs incurred in accordance with the terms of our quotation or acknowledgement of order.
2.2 The quoted prices are based on our costs of production at the date of contract. In the event of any increase in our production costs taking effect between the date of contract and the date of delivery, we reserve the right to alter the price to reflect such increase.
Any time or date quoted for delivery or performance is given as an estimate only and we shall not be liable for any loss or damage howsoever arising by reason of failure on our part to deliver at or on such stated time or date.
4.1 All goods ordered shall be paid for not later than the end of the month following the month of delivery and time of payment shall be of the essence of any contract. In the case of goods sold by instalment shall be paid for separately and accordingly the provisions of this clause shall apply to each instalment.
4.2 If, for any reason whatsoever a payment is not made by the date it is due ("the due date") the Buyer shall be liable to pay interest on the amount unpaid at the rate of 2% for each month or part of a month from the due date until payment is received by us.
The goods are warranted to accord with the specification agreed with the Buyer in writing or, if there is no such specification to be within normal limits of industrial quality. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded.
5.2 All information and details contained in our specifications catalogues, photographs and technical literature have been carefully prepared to avoid errors but their accuracy is not guaranteed and we shall not be liable for any inaccuracies or omissions; specifications are subject to change by us without notice.
5.3 Immediate written notice of any defect in the goods must be given to us and any rectification must be carried out by us.
5.4 Any recommendation or suggestion relating to the use of the goods made by us is given in good faith but it is for the Buyer to satisfy itself of the suitability of the goods for its own particular purpose and it shall be deemed so to have done.
5.5 Accordingly, unless otherwise expressly agreed in writing, we give no warranty as to the fitness of the goods for any particular purpose even though that purpose may be specified in the Buyer's order and any implied warranty or condition (statutory or otherwise) is excluded.
5.6 Our liability for breach of any warranties (or for any other claim based on any defects in the goods) shall not exceed replacement of the goods shown to be defective or, at our option, reimbursement of the price received by us for the goods.
6. Property and risk
6.1 Property in the goods shall pass on the happening of whichever of the following events shall last occur, namely, payment in full of
the whole of the purchase price for the goods, payment in full of every other sum whatsoever which is due from the Buyer to us whether under this Contract or otherwise and the satisfaction of all conditions to this Contract.
6.2 Until the happening of the last such event the Buyer shall if the goods are in its possession keep the goods as a bailee and shall store them in such a way that they are identifiable as our property and are separate from all other goods in the Buyer's possession.
6.3 The Buyer shall be entitled to sell the goods before the happening of the last of the events mentioned in 6.1 above only on condition that it shall sell them as our Agent.
6.4 At any time before the happening of the last of the events mentioned in 6.1 we may by notice in writing to the Buyer determine the Buyer's right to sell the goods and the Buyer shall if the goods are in its possession thereupon return the goods to us and shall in any event cease to be in possession of the goods with our consent. At any time after the giving of such a notice we may enter any premises where the goods are or are reasonably believed to be and may remove the goods.
6.5 Notwithstanding the foregoing, the goods are at the entire risk of the Buyer from the time of delivery.
7. Notification of damage to or non-Delivery of the goods.
The Buyer must advise us and the Carrier in writing (otherwise than by a qualified signature on the Carrier's Delivery Note) within the following time limits;
1. Partial loss, damage or non-delivery of any separate part of a consignment- within two days of the date of delivery.
2. Non-delivery of whole consignment - within fourteen days of date of invoice. No claim will be entertained unless the Buyer complies with the above provisions.
8. Patents and Designs
Where we manufacture and supply goods to the Buyer's design or specification the Buyer agrees to indemnify us in respect of any loss or damage suffered by us as a result of any infringement of any letters patent, design, copyright, trade mark or other title right of any third party in respect of such goods.
9. Health and Safety
The Buyer undertakes to take all steps necessary to ensure that the goods when properly used will be safe and without risk to health.
The Buyer shall indemnify us against any liability whether civil or criminal which we may be under in respect of any illness or injury caused by the goods or their use.
10. Proper law
This contract shall be governed by English law and, in respect of any dispute arising out of or in connection with or in relation to it, the parties submit to the jurisdiction of the English Courts.