All business accepted by us, the seller, is subjected to the following terms. Which shall be incorporated in, and shall constitute the whole of the arrangements between the seller and you, the buyer, as at the date of dispatch of the contract goods from our premises to the exclusion of all other arrangements (whether oral or written) or documents passing between the parties prior to such date. Any execution by us of any order shall be deemed to be done only on such terms, and no variations do these terms shall be valid unless in writing and duly signed by us.
All prices quotes are estimates only and are subjects to adjustment upwards to the prices ruling on the date of dispatch. All prices quoted are exclusive of VAT unless otherwise stated. Clerical and typing errors are subject to correction. A quotation shall remain valid for 30 days only. Once an order has been accepted, any quotation shall lapse.
The seller shall have the absolutes right to refuse deliveries where the buyer is in breach of any obligation imposed upon it under these conditions, including (but not exclusively), failure to pay its account by the due date. Further the seller shall have the right to charge interest at the rate of 3% per month on overdue. Where any account is overdue all sums invoiced by the seller to the buyer shall become immediately due for payment.
Suspension and Termination
Without prejudice to the sellers right to accept the buyers reputation of this contract the seller shall be entitled (without prejudice to any other rights it may have) to suspend further performance of any contract to which these terms and conditions shall apply if the buyer is overdue with any payment or has a receiver or a liquidator appointed or if the buyer wrongfully fails to take delivery of any goods ordered by it or if the buyers exceeds it credit limit or if the buyer is in breach of any its obligation under these terms and conditions.
Any delivery date quoted by the seller shall be an estimate only and unless otherwise agreed in writing and duly signed on behalf of the seller. Time shall not be of the essence in delivery and the buyers shall not be entitled to damages for loss how so ever arising as a result of the sellers failure to deliver by any specified date or to any specified location.
Breakages and shortages
The buyer is required to inspect goods for shortage or apparent defect and damage at the time of delivery. Claims in respect thereof will not be accepted where the buyer (or anyone apparently having its authority to do so). Claims for non delivery, shortage, defects, or damaged in other respects must be made in writing to the seller within 7 days of receipt of delivery (in which respect time shall be of the essence). Goods which have been delivered will not be accepted for return without the sellers prior written consent.
5.1 Defective Goods
The seller is not a manufacturer. Where the goods sold by the seller are the subject of the manufacturer’s warranty to the buyer for the duration thereof provided that the buyer does not in any way invalidate such warranty and any complaint relating to the goods is notified to the seller in accordance with these terms and conditions. The buyers shall indemnify the seller against all cost incurred by the seller in connection with any warranty claims rejected by the manufacturers.
5.2 The seller shall on request endeavour to give the buyer the best assistance and guidance, but in view of the range of the setters products and the uses to which they may be put, it is the buyers responsibility to ascertain quality, fitness, suitability and durability.
6.1 The seller shall not be able under this agreement or in any other way for any loss or profit, consequential loss or damage what so ever arising by act or omission of the seller or defects in goods sold by the seller.
6.2 The seller shall not in any event be liable to the buyer or any third party for any damages riding from any breach of this agreement in excess of the price charged by the seller to the buyer for the goods or services complained of.
6.3 Where despite the terms of 7.4 of these conditions the setter is liable to the buyer or any third party damages in excess of the prices of the goods or services complained of the buyers shall in indemnify the seller against its liability to pay any such taxes.
Returns of Materials
The seller may in its absolute discretion refuse to accept the return of any goods which have been sold to the buyer. Where the seller shall accept such returned goods which shall normally only be in case of standard stock lines, which shall be entitled to make a restocking /handling charge minimum of 25% (special orders are absolutely non cancellable) of the sale of price of such goods
The risks in any goods sold by the seller to the buyer shall pass on delivery but the title to any goods shall not pass until the purchase price thereof has been received by the seller the seller until may recover or resell such goods or any part thereof in any of the following events.
a) If the seller has not received payment of goods by the due date or
b) If before the due date the buyer commits the act of bankruptcy or has a receiver appointed over all or any part of its business or a petition is issued, or a resolution passed, for the winding up of the buyer or upon the commencement of any other act or preceding in which the buyers solvency is involved or
c) If before the due date the buyer ceases or threatens to cease carrying on its business and in any exercise of this right to recovery the seller shall have the right to recover shall have the right to go upon any premises occupied or used by the buyer or where the goods (or any of them) are situated and even if the goods have been attached or connected to any other goods, products, plants or machinery but are readily removable, the setter may remove the same.
Until the seller has been paid in full the relationship of the buyer to seller shall be judiciary and the seller shall have the right to trace proceeds of any disposition of the goods by the buyers or any insurance covering the same, which shall be paid into a separate new account and not into any withdrawn account.
The buyers and the seller agree that the limitations and exclusions incorporated herein are reasonable in all the circumstances but if is agreed that any such limitations or exclusions would by operation of law be adjudged to be valid as going beyond what is reasonable for the protection of the sellers interest, but would be valid if part of the wording was deleted or the extent and scope here of reduced. The said limitations and exclusions shall apply with such modification as way be necessary to make them valid and effective.
This agreement shall be governed by and adjudicated under English Law. All contracts to which these terms and conditions apply shall be deemed to have been made at the seller head office.