Terms of service

Terms of Trading

1 Price
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged
at the rate applying at the time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 The price quoted excludes delivery (unless otherwise stated).
1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and
the price charged will be our price current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those applying at the time of
delivery.
1.6 At any time before delivery we may adjust the price to reflect any increase in
our costs of supplying the goods.

2 Delivery
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in
writing) cancel the contract, however:
2.2.1 you may not cancel if we receive your notice after the goods have
been dispatched; and
2.2.2 if you cancel the contract, you can have no further claim against
us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be
on the basis that you have no claim against us for delay (including indirect or
consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in instalments. Each instalment is treated as a
separate contract.

3 Delivery and safety
3.1 We may decline to deliver if:
3.1.1 we believe that it would be unsafe, unlawful or unreasonably
difficult to do so; or
3.1.2 the premises (or the access to them) are unsuitable for our
vehicle.

4 Risk
4.1 The goods are at your risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (if you are collecting them or arranging carriage);
or
4.2.2 at your premises (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged (or not
delivered), you must write to tell us within five working days of delivery (or the
expected delivery time). You must give us (and any carrier) a fair chance to
inspect the damaged goods.

5 Payment terms
5.1 You are to pay us in cash or otherwise in cleared funds on delivery, unless you
have an approved credit account.
5.2 If you have an approved credit account, payment is due no later than 30 days
after the date of our invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the due date:
5.3.1 we may suspend or cancel future deliveries;
5.3.2 we may cancel any discount offered to you;
5.3.3 you must pay us interest at the rate set under s.6 of the Late
Payment of Commercial Debts (Interest) Act 1998
a calculated (on a daily basis) from the date of our
invoice until payment;
b compounded on the first day of each month; and
c before and after any judgment (unless a court
orders otherwise);
5.3.4 we may claim fixed sum compensation from you under s.5A of
that Act to cover our credit control overhead costs; and
5.3.5 we may recover (under clause 5.7) the cost of taking legal action
to make you pay.
5.4 If you have an approved credit account, we may withdraw it or reduce your
credit limit or bring forward your due date for payment. We may do any of
those at any time without notice.
5.5 You do not have the right to set off any money you may claim from us against
anything you may owe us.
5.6 While you owe money to us, we have a lien on any of your property in our
possession.
5.7 You are to indemnify us in full and hold us harmless from all expenses and
liabilities we may incur (directly or indirectly including financing costs and
including legal costs on a full indemnity basis) following any breach by you of
any of your obligations under these terms

6 Title
6.1 Until you pay all debts you may owe us:
6.1 1 all goods supplied by us remain our property;
6.1.2 you must store them so that they are clearly identifiable as our
property;
6.1.3 you must insure them (against the risks for which a prudent owner
would insure them) and hold the policy on trust for us;
6.1.4 you may use those goods and sell them in the ordinary course of
your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
6.2 You must inform us (in writing) immediately if you become insolvent.
6.3 If your right to use and sell the goods ends you must allow us to remove the
goods.
6.4 We have your permission to enter any premises where the goods may be
stored:
6.4.1 at any time, to inspect them; and
6.4.2 after your right to use and sell them has ended, to remove them,
using reasonable force if necessary.
6.5 Despite our retention of title to the goods, we have the right to take legal
proceedings to recover the price of goods supplied should you not pay us by
the due date.
6.6 You are not our agent. You have no authority to make any contract on our
behalf or in our name.

7 Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our acknowledgement of order
form; and
7.1.2 are free from material defect at the time of delivery (as long as
you comply with clause 7.3).
7.2 We give no other warranty (and exclude any warranty, term or condition that
would otherwise be implied) as to the quality of the goods or their fitness for
any purpose.
7.3 If you believe that we have delivered goods which are defective in materials or
workmanship, you must:
7.3.1 inform us (in writing), with full details, as soon as possible; and
7.3.2 allow us to investigate (we may need access to your premises
and product samples).
7.4 If the goods are found to be defective in material or workmanship (following our
investigations, and you have complied with those conditions (in clause 7.3) in
full, we will (at our option) replace the goods or refund the price.
7.5 We are not liable for any other loss or damage (including indirect or
consequential loss, financial loss, loss of profits or loss of use) arising from the
contract or the supply of goods or their use, even if we are negligent.
7.6 Our total liability to you (from one single cause) for damage to property caused
by our negligence is limited to £5 Million.
7.7 For all other liabilities not referred to elsewhere in these terms our liability is
limited in damages to the price of the goods.
7.8 Nothing in these terms restricts or limits our liability for death or personal injury
resulting from negligence.

8 Specification
8.1 If we prepare the goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specifications or instructions are
accurate; and
8.1.2 you must ensure that goods prepared in accordance with those
specifications or instructions will be fit for the purpose for which
you intend to use them.
8.2 We reserve the right to make any changes in the specifications of our goods
which are necessary to ensure they conform with any applicable safety or other
statutory requirements.
8.3 We also reserve the right to make without notice any minor modifications in our
specifications we think necessary or desirable.

9 Return of goods
9.1 We will accept the return of goods from you only:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge (unless the goods were
defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on
delivery.

10 Export terms
10.1 Where the goods are supplied by us to you by way of export from the United
Kingdom Clause 10 of these terms applies (except to the extent that it is
inconsistent with any written agreement between us).
10.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at
the time when the contract is made apply to exports, but these terms prevail to
the extent that there is any inconsistency.
10.3 Unless otherwise agreed, the goods are supplied ex works our place of
manufacture.
10.4 Where the goods are to be sent by us to you by a route including sea transport
we are under no obligation to give a notice under section 32(3) of the Sale of
Goods Act 1979.
10.5 You are responsible for arranging testing and inspection of the goods at our
premises before shipment (unless otherwise agreed). We are not liable for any
defect in the goods which would be apparent on inspection unless a claim is
made before shipment. We are not liable for any damage during transit.
10.6 We are not liable for death or personal injury arising from the use of the goods
delivered in the territory of another State (within the meaning of s.26 (3) (b)
Unfair Contract Terms Act 1977).

11 Cancellation
11.1 If the order is cancelled (for any reason) you are then to pay us for all stock
(finished or unfinished) that we may then hold (or to which we are committed)
for the order.
11.2 We may suspend or cancel the order, by written notice if:
11.2.1 you fail to pay us any money when due (under the order or
otherwise);
11.2.2 you become insolvent;
11.2.3 you fail to honour your obligations under these terms.
11.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2
and 11.1 then apply).

12 Waiver and variations
12.1 Any waiver or variation of these terms is binding in honour only unless:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may
issue to replace them). By placing an order with us, you are expressly waiving
any printed terms you may have to the extent that they are inconsistent with
our terms.

13 Force majeure
13.1 If we are unable to perform our obligations to you (or able to perform them only
at unreasonable cost) because of circumstances beyond our control, we may
cancel or suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, war,
terrorism, fire, flood, transport delays, strikes and other industrial disputes and
difficulty in obtaining supplies.

14 General
14.1 English law is applicable to any contract made under these terms. The English
and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you has joint and several obligations
under these terms.
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the enforceability of any other of these terms; and
14.3.2 if it would be enforceable if amended, it will be treated as so
amended.
14.4 We may treat you as insolvent if:
14.4.1 you are unable to pay your debts as they fall due; or
14.4.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which
include receivership, liquidation, administration,
voluntary arrangements (including a moratorium) or
bankruptcy);
b. any application or proposal for any formal
insolvency procedure; or
c. any application, procedure or proposal overseas
with similar effect or purpose.
14.5 All brochures, catalogues and other promotional materials are to be treated as
illustrative only. Their contents form no part of any contract between us and
you should not rely on them in entering into any contract with us.
14.6 Any notice by either of us which is to be served under these terms may be
served by leaving it at or by delivering it to (by first class post or by fax) the
other’s registered office or principal place of business. All such notices must
be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights
of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statements upon which you may rely in making the contract with us,
are those made in writing by someone who is our authorised representative
and either:
14.8.1 contained in our estimate (or any covering letter) and not
withdrawn before the contract is made; or
14.8.2 which expressly state that you may rely on them when entering
into the contract.
14.9 Nothing in these terms affects or limits our liability for fraudulent
misrepresentation.