Terms & Conditions
All quotations shall be subject to these conditions and unless otherwise stated or unless withdrawn by the Company, shall be valid for a period of thirty (30) days from the date of the quotation. The quotation is not an offer to proceed and the Customer is required to place a written order (PO) with the Company using the same reference as on the quotation.
Precedence of These Terms
The Customer agrees that the order fully specifies its requirements for Products and/or Services and unless agreed to by the Company in writing shall be deemed to be placed subject to these conditions notwithstanding anything to the contrary contained in or referred to on the Order. The Order shall not be binding on the Company until specifically accepted in writing.
The price for goods will be as provided in the quotation, and confirmed to the Customer in the Company’s invoice.The Company reserves the right to vary from the price quoted to the extent that such variation is required to cover increases in the cost of supplying the goods between quotation and delivery to the Customer. Prices at the date of delivery shall therefore prevail.Unless otherwise stated, all prices are strictly net, and are for delivery to site within mainland UK & Northern Ireland.Deliveries outside these areas will incur additional shipping charges.
The Company reserves the right at any time prior to delivery to vary the price quoted for the Products and/or Services if following the date of the Order there is any change in rates of exchange, any imposition or alteration of Government tax, any increase in the cost of materials, labour or transport or if the cost of supplying the Products and/or Services is increased by any other factor beyond the control of the Company.
International Payment Terms Exclusion
The Company reserves the right to
charge up front for all oversees products making an exception to its usual
payment terms of 30 days following the date of invoice.
Exchange Rate Handling
The Company reserves the right
and chooses to use XE rate as its rate for currency exchange. The Company reserve the right to change the
rate where a 5% variance on the base rate occurs, this is applicable when a
fluctuation occurs with the rate increasing and decreasing.
Payment shall be made within 30 days following the date of invoice unless otherwise agreed and confirmed to the Customer in the Company’s invoice. In the event of late or part-payment, interest at the rate of 6% above the Company’s bank base lending rate shall be charged on the sum outstanding on a daily basis until full payment is received.All prices quoted are exclusive of VAT, carriage, insurance, packing and all other duties, taxes or levies required to be paid under the contract.
In the event that either:
a) the Customer has not paid any sum or sums which are due and payable to the Company; or
b) the Company has not paid any sum or sums which are due or about to be due and payable to the Customer for any reason; the Company shall have the right at its sole discretion to reduce the customer’s indebtedness referred to in sub-clause (a) above by setting off against such indebtedness any sums due and payable to the Customer by any Group company or reduce the Company’s indebtedness referred to in sub-clause (b) above by setting-off against such indebtedness any sums due and payable by the Customer to any Group company.
The appointment of carriers where needed is at the Company’s sole discretion unless the Customer indicates a specific carrier prior to quotation. All reasonable efforts will be made by the Company to fulfil delivery dates provided that reasonable notice of such date is given by the Customer. Time is not of the essence in the contract.
The Company will consider repair or replacement of goods damaged or lost in transit where delivery is made by the Company’s carrier providing written notice of such damage or loss is provided within 3 days by the Customer.
Risk and Property
- Risk in the goods passes on delivery.
- Title in the goods will not pass to the Customer until payment in full of the invoice.
- Where the Customer sells goods on to a third party title will pass immediately before the goods are delivered to such third party.
- Where goods are attached to, or incorporated in other goods, or altered, title will not pass by virtue of such attachment or alteration, where the goods can be detached or removed.
- The Customer is required to store the goods supplied separately from any other goods in its possession until title has passed in accordance with sub-paragraphs (b) and (c) above.
- If the Customer is overdue in payment for the goods or other goods supplied by the Company, the Company may recover and sell the goods. The Company shall be entitled to take possession of the goods and is hereby granted licence to enter the Customer’s premises for such purpose and may, if necessary, detach or remove the goods from other goods or equipment. This will not affect any other right the Company may have against the Customer.
(g)Until payment for the goods and all other goods which are supplied under these conditions:
(i) the Customer shall hold the goods upon trust for the Company.
(ii) if the goods are sold the Customer shall hold the proceeds of sale on trust for the Company in a separate bank account specifically designated for this purpose.
(iii) the Company reserves the right to trace the proceeds of sale received into any bank or other account which the Customer maintains.
(iv) if the goods are sold the Company may by written demand require an assignment of the Customer’s right to recover the price from any third party.
(v) if the Customer incorporates the goods into, or uses the goods for manufacture of other goods, before payment in full of the price, the Company shall be entitled to take possession of the new goods and is hereby granted a licence to enter the Customer’s premises for the purpose of recovering the new goods. The Company shall be entitled to sell the new goods (subject to any third party rights therein) and shall retain from the proceeds of sale the amount outstanding to the Company for the goods and pay any balance remaining to the Customer.
Warrant and Liability
- Subject to the conditions set out below, the Company warrants that the goods will be free from defects in material and workmanship for a period of 12 months from the date of delivery and shall replace any goods which the Customer proves to the satisfaction of the Company to be faulty in accordance with this condition.
- The warranty given in paragraph (a) is subject to the following conditions.
- Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are expressly excluded to the extent permitted by law.
(i) the Company shall be under no liability in respect of any defect in the goods arising
from any specification of the Customer provided in its order or any tender.
(ii) the Company shall be under no liability in respect of any defect arising from fair wear
and tear, wilful damage, negligence, abnormal working conditions, failure to follow the
Company’s instructions, misuse or alteration or repair of the goods without the
Company’s written approval.
(iii) the Company shall be under no liability under the above warranty if the total price for
the goods has not been paid by the due date for payment.
(iv) the above warranty does not extend to parts, materials or equipment not
manufactured by the Company, in respect of which the Customer shall only be entitled to
the benefit of any warranty or guarantee provided by the manufacturer thereof to the
(d)Except in respect of death or personal injury caused by the Company’s negligence (or implied under the Consumer Safety Act 1987) the Company shall not be liable to the Customer by reason of any representation, implied warranty, condition or other term or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever arising out of the supply of goods and the Company’s liability for direct loss (otherwise than for death or personal injury) shall be limited to the value of the invoice for the contract.
The Company shall if it wishes or states otherwise levy a storage charge to the Buyer for all goods stored by the Company within 1 month of the following;
(i) the Customer failing to collect any goods from the Company’s premises following written notification of availability for collection;
(ii) the Customer failing to take delivery of the goods or failing to make arrangements for delivery upon written notification of readiness for dispatch.
- The Company will not accept the return of any goods without its prior consent.
- Where such consent is provided goods shall be returned at the Customers expense.
- Credit for goods returned will be provided by the Company at the goods resale value, less a handling fee of 20%, provided that the goods are returned in a condition suitable for resale.
Installation and Commissioning
If the Services required by the Customer are special services such as installation, commissioning, Site Survey’s, training, development or management services any additional terms of the Company applicable to such Services will apply except that in the event of any conflict these conditions shall prevail.
All notices to be given under the contract shall be given by prepaid first class post or facsimile to the registered office or principal place of business of the party to be notified and shall be deemed to have been delivered if by letter at the expiration of 48 hours after posting and if by facsimile on receipt.
Without prejudice to any other remedies the Company may have against the Customer. The Company may terminate the contract on notice to the Customer, upon the Customer becoming bankrupt or insolvent or upon a resolution to wind up the Customer being passed or a receiver, administrative receiver or administrator being appointed and shall be entitled to take possession of all goods supplied and unpaid for, in accordance with “RISK & PROPERTY” section of these terms and conditions.
The Company shall be entitled to cancel the contract or reduce the quantity of goods to be provided if it is prevented from providing the goods through any circumstances beyond its reasonable control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, and will not be liable for any loss or damage incurred whatsoever arising there from.
The contract shall be governed by English law and subject to the exclusive jurisdiction of the High Court in England.