TERMS AND CONDITIONS OF SALE
1. Orders are accepted only upon and subject to the Seller's Terms and Conditions of Sale as printed herein.
2. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including material and labour used) and expenses incurred by the Seller arising from the cancellation.
3. Any date named by the Seller for despatch or delivery is given and intended as an estimate only and is not to be of the essence of the contract. The Buyer shall nevertheless be bound to accept the goods ordered when available. The Seller shall not be liable in any way in respect of late despatch or delivery however caused nor shall such failure to despatch be deemed to be a breach of the contract.
4. Orders are accepted on condition that goods will be invoiced at the prices ruling at the date of despatch. The Seller reserves the right to alter prices without notice to cover variations in the cost of raw materials labour etc. or through the Buyer's change of design or for any other reason. If variation in price occurs during the currency of an order the price of the undespatched portion of the order outstanding at the date of such variation in price shall be adjusted accordingly.
5. Unless otherwise stated prices quoted are nett and accounts are due for payment at the end of the month following delivery. The Seller reserves the right to charge interest at National Westminster Bank Plc Base Rate (or equivalent) plus 2% on all overdue accounts.
6. Whilst the Seller will endeavour to execute orders in accordance therewith all conditions guarantees or warranties including guarantees or warranties as to quality or description of the goods or their life or wear or their use under any conditions whether known or made known to the Seller or not and whether expressed or implied by statute or common law are hereby excluded. Whilst the utmost care is taken to ensure the accuracy of the information and data furnished to customers the sale of the goods produced by the Seller is subject to the condition that the Seller will not in any circumstances be liable for injuries losses expenses or damage direct indirect or consequential sustained by the Buyer which may in any degree be attributable to the adoption either by the Buyer or by any third party of technical information data or advice given by or on behalf of the Seller in relation to the use of its goods.
7. No claim for non-delivery of part of a consignment or for the damage in transit corrosion shortage of delivery deviation delay or detention will be entertained unless a separate notice in writing is given to the carrier concerned and to the Seller within three days and a complete claim in writing is made to the Seller within five days of receipt of the goods. In the case of non-delivery of a whole consignment notice in writing must be given to the carrier concerned and to the Seller within ten days and a complete claim in writing made within a further ten days of the date of despatch. Where goods are accepted without being checked the delivery documentation of the Seller or of the carrier concerned must be signed "not examined". The goods in respect of which any such claim is made shall be preserved intact as delivered for a period of fourteen days from notification of the claim within which time the Seller and the carrier shall have the right to attend at the Buyer's works to investigate the complaint. Any breach of this condition shall disentitle the Buyer to any allowance in respect of the claim.
8. Goods represented by the Buyer to be defective or not to conform to contract and returned to and accepted by the Seller as such will be replaced as originally ordered if required and practicable or will be credited but shall not form the subject of any claim for work done by the Buyer transport costs consequential damages or expenses loss of profit on or any claim arising through re-sale or any other loss damage or expense whatsoever or howsoever caused. No claim in respect of defective goods will be valid unless made and alleged defective goods returned within fourteen days of the date of despatch of the goods nor will such claim be accepted as a reason for cancellation of the remainder of the order.
9. The Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer's specification which involves infringement or alleged infringement of a patent registered design or copyright.
10. If the Buyer shall make default in or commit any breach of any of its obligations to the Seller or if any distress or execution shall be levied upon the Buyer or if the Buyer shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if the Buyer is a limited company any resolution or petition to wind up such company's business (other than for the purposes of any amalgamation or reconstruction which becomes effective) shall be passed or presented the Seller shall have the right forthwith to determine by written notice posted to the Buyer any contract then subsisting without prejudice to any claim or right the Seller might otherwise make or exercise.
11. Should default be made by the Buyer in paying any sum due under any contract as and when it becomes due or should the Buyer be in breach in any respect of the contract entered into the Seller shall have the right with or without notice in the discretion of the Seller either to suspend all further deliveries until the default be made good or to determine any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim or right the Seller might otherwise make or exercise.
12. Goods are not tested or sold as fit for any particular purpose. No representation term warranty or condition express implied or statutory as to quality or condition whether collateral hereto or otherwise is deemed to be or have been given or implied, and any and all such representations terms warranties and conditions are hereby excluded and extinguished. The Seller's liability for goods found to be defective is confined to free replacement and no claim for consequential damages will be entertained.
13. The ownership of goods supplied in accordance with this contract will only pass to the Buyer when all monies owed to the Seller on any legal grounds but in particular in respect of (a) the goods comprised in this contract; and (b) all other goods the subject of any other contract between the Seller and the Buyer which, at the time of the payment of the full price of the goods sold under this contract, have been delivered to the Buyer but not paid for in full; have been paid to the Seller. Until that time all goods described above will remain the Seller's property.
14. If the Buyer fails to pay any invoice in respect of any goods supplied by the Seller by the end of the month following delivery, the Seller shall have the right (a) to repossess all goods supplied by the Seller to the Buyer at any time, whether they have been paid for or not; and (b) to take possession of and sell any goods into which the goods supplied by the Seller have been incorporated; and the Buyer for itself its administrators receivers manager liquidators or trustees in bankruptcy grants to the Seller an irrevocable licence to enter its premises for the purpose of such repossession or possession.
15. The Buyer irrevocably assigns to the Seller the proceeds of any insurance claim made by the Buyer in respect of any goods supplied by the Seller which had not been paid for in full at the time the claim was made.