TERMS & CONDITIONS OF SALE
Reference 10/04/2014 RPJ
(a) “The Company” means Trimcraft Ltd.
(b) “The Buyer” means the person, firm, company, organisation or public authority specified in the order or purchasing the goods.
(a) Unless otherwise agreed in writing signed by a director of the Company, goods are supplied by the Company only on these conditions and no variation of or addition thereto whether contained in any documents emanating from the Buyer or made orally by any person acting or purporting to act on behalf of the Company shall have effect. Should any of these conditions conflict with any conditions stated in the Buyer’s order then these conditions shall prevail. The giving by the Buyer of any delivery instructions for the goods or any part thereof or the acceptance by the Buyer of delivery of the goods or any part thereof, or any conduct by the Buyer in confirmation of the transaction set out on the basis hereof after receipt by the Buyer of the document shall constitute unqualified acceptance by the Buyer of these conditions.
(b) The Company shall be deemed to accept the Buyer’s order only on the sending by the Company of whichever shall be the first of:
i) formal written acceptance or
ii) a despatch or collection advice note or
(a) The Company reserves the right to increase the price by an appropriate amount to take account of any increased cost caused by the alteration of the Buyer’s instructions or lack of them or any increase between the date of the order and the date of delivery of the cost of any materials comprised in the production of the goods or wages or any taxation, levy or imposition borne by the Company or for any other reason.
(b) The Company reserves the right to charge for carriage and insurance on orders.
(c) All prices quoted are exclusive of Value Added Tax (V.A.T.). V.A.T. will be added to all invoices at the applicable rate.
(a) Unless otherwise stated, invoices must be paid within 30 calendar days of the month of invoicing. If the Buyer has not paid in full by the due date, the Company reserves the right to charge the Buyer interest at 4% above the current base rate of Lloyds Bank PLC, compounded daily, on the amount outstanding until paid in full, calculated from day to day from the date upon which payment became due to the date of actual payment.
In the event of the Buyer’s failure to pay on the due date as aforesaid, the Company shall be entitled at its absolute discretion, to withdraw credit facilities (if any) at any time by notice in writing to the Buyer and to suspend all further deliveries under this or any other contract with the Buyer and if such payment shall remain in arrears for more than seven days after written demand shall be made therefore The Company shall have the right to sell to third parties the outstanding balance hereunder or under any other contract and in any case without prejudice to any claim by the Company against the Buyer.
(b) For default by the Buyer of any amount outstanding the Buyer will be liable for all collection and legal costs in connection with the recovery of the amounts outstanding.
5. DELIVERY AND COLLECTIONS OF GOODS
In normal circumstances.
(a) The Company will deliver an order within the agreed delivery period, but cannot be held liable for any loss caused by late delivery. Late delivery does not constitute breach of contract.
(b) Goods will be delivered to delivery address supplied to the Buyer. The Buyer is considered to have given authority to accept a delivery on your behalf to any person who accepts delivery at the address supplied.
(c) If payment in full is not made to The Company within our payment terms for orders which have already been delivered, future deliveries will be withheld until such time the account has been settled in full.
(a) In this Clause the expression “goods” shall mean any material or other thing supplied by the Company whether in the form in which it was delivered or subjected to processing or further processing and whether or not it has been combined with any other material substance or thing.
(b) The property in any goods shall only pass to the Buyer when the Company shall have been paid therefore in full and the Buyer shall store such goods separately in such a way so that they are readily identifiable as the goods of the Company.
(c) In the event of the Buyer becoming insolvent having a Receiver appointed of the whole or any part of its property compounding with its creditors or going into liquidation or in the event of payment for any goods being overdue then and in any such event, it shall be lawful for the Company its servants, officers or representatives to enter upon the premises of the Buyer and recover possession of any goods of the Company for which the Company shall not be paid and take away such goods and the Buyer hereby grants to the Company all necessary rights of entry.
(d) In the event of any goods being sold or otherwise disposed of by the Buyer before the Company should have been paid for them in full, then the proceeds of sale thereof shall to the extent required to pay the Company in full for such goods be trust moneys held by the Buyer on behalf of the Company.
(e) In the event of certain goods having been paid for by the Buyer and other goods not having been so paid for the onus of proof shall be on the Buyer to show that any goods remaining in its possession are goods for which it has paid.
(f) If any goods supplied by the Company are added to combined with or formed into other goods the Company’s rights against the original goods shall extend to and be exercisable over any goods which the original goods have been added to combined with or formed into.
(g) Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the Company until the Company has received payment of the full price of (a) all goods/or services of the contract and (b) all other goods and/or services supplied by the Company to the Buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Buyer.
7. DELIVERY BY INSTALMENTS
If the order is for delivery by instalments, the cancellation or rejection for any reason of any instalments shall not affect the remainder of the contract, each instalments being deemed to be a separate contract except in the case of cancellation by the Company for failure on the Buyer’s part to pay for goods as delivered as provided in clause 4.
(a) If for any reason the Buyer fails or refuses to accept delivery of the goods or any part thereof at the time when the goods are due and ready for delivery, the Company shall, if its storage facilities permit, store the goods and take reasonable steps to safeguard and preserve them until their actual delivery;
(b) Storage of the goods shall be at the Buyer’s risk and expense;
(c) If the Buyer shall fail to take delivery of the goods within twenty eight days of notification that they are ready for delivery, or having been stored that storage facilities are no longer available, the Company shall have the right to sell, dispose of or otherwise deal with the goods and the Buyer shall be liable to the Company for all loss including loss of profits or damage which the Company shall suffer in consequence of the Buyer’s failure to take delivery of the goods or of such sale.
9. WITHOUT prejudice to other remedies the Company shall in respect of all sums due from the Buyer have a general lien on all goods and property of the Buyer in its possession and shall be entitled on the expiry of 14 days notice to dispose of such goods and property and apply any proceeds to such debts.
10. DESIGN AND SPECIFICATION
The Company reserves the right to alter the specification of any goods without prior reference to the Buyer provided that the goods comply substantially in all other known respects with the Buyer’s requirements.
11. FINANCIAL CONDITION
If, in the Company’s judgement, the Buyer’s financial condition does not justify the terms of payment specified the Company may cancel any unfulfilled orders unless the Buyer shall upon written notice, pay for all goods delivered or shall pay in advance for all goods ordered but not delivered at the Company’s option.
12. PRODUCT DIMENSIONS
Actual dimensions and quantity of contents may vary slightly from dimensions and contents indicated. The Company shall not accept liability or be deemed to be in breach of contract provided that such variations shall not exceed plus or minus ten per cent of those dimensions or quantities.
(a) Except by prior written agreement the Company will not accept the return of any goods ordered by the Buyer;
(b) Where the Company agrees to accept the return of the goods it will only accept those goods which are undamaged and in a marketable state;
(c) The Company will only accept the return of the goods upon the payment by the Buyer of a handling charge of a sum equivalent of twenty five per cent of the total invoice price plus carriage costs if applicable.
(d) The Company ensures every package leaves in excellent condition and do not accept responsibility for goods damaged/missing in transit if a clean signature is obtained by the carrier.
(a) Goods sold by the Company are warranted free from defects in materials and workmanship for a period of six months from the date of delivery;
(b) Unless the Buyer notifies the Company of any such defects in materials or workmanship within six months of the delivery of goods, this warranty shall not apply. If such notification is given and the goods are found to be defective, then the Company will repair or (at its option) replace the defective goods.
PROVIDED THAT warranty shall not apply to any goods.
(i) which have been tampered with in any way outside the Company’s premises;
(ii) which have been stored in unsuitable conditions or for an excessive period or which have been processed by the Buyer or agents;
(iii) have been subject to misuse, negligence or accident.
15. LIMITATIONS OF LIABILITY
(a) Except as expressly stated all other warranties, conditions and representations express or implied statutory or otherwise are (to the extent that they may in Law be excluded) hereby excluded and the Company shall not be liable in contract tort or otherwise for any loss, damage, expense or injury arising out of or in connection with the use or failure of goods or any defect in them provided always that it shall accept.
(b) The limitation of liability herein contained shall in no way affect such consumer rights (if any) as the Buyer may have under the Sale of Goods Act 1893 as amended.
16. DEFAULT OR INSOLVENCY OF BUYER
(a) If the Buyer defaults in any way in its commitments with the Company or suffers any distress or execution upon its property or assets or makes or offers to make any arrangement or composition with its creditors or commits an act of bankruptcy has a Receiver appointed over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or so withhold or suspend delivery.
(b) In the event of an order being cancelled by the Company in the above circumstances or being cancelled by the Buyer the Buyer shall indemnify the Company against all loss (including profits) costs (including labour, materials and overheads) and all other expenses and damage incurred by the Company in connection with the order and its cancellation (the Company giving credit for the value of any materials sold or utilised for other purposes).
17. ENGLISH LAW
Every contract to which these Terms and Conditions shall apply shall be construed in accordance with and governed in all respects by the Laws of England and the Company and the Buyer submits irrevocably to the jurisdiction of the English Court.
Reference 10 April 2014 RPJ