The Customer’s attention is drawn in particular to the provisions of clause 8.
1.1 Definitions. In these Conditions, the following definitions apply:
1.2 Construction. In these Conditions, the following rules apply:
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
2.3 The order shall only be deemed to be accepted when the Supplier accepts payment in full in cleared funds for the Goods or when the Goods are delivered (whichever is the earliest), at which point the Contract shall come into existence.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
3.1 The Customer shall accept delivery of the Goods at the address that it provides to the Supplier for that purpose (Delivery Location) or the parties may agree that the Customer shall collect the Goods from the Supplier’s premises. Delivery shall take place at any time after the Supplier notifies the Customer that the Goods are ready and the Customer shall make all arrangements to take or accept delivery of the Goods.
3.2 Where the Goods are being delivered by the Supplier to the Delivery Location, delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. Where the Goods are being collected from the Supplier’s premises, delivery shall be completed upon the loading of the Goods or upon the Customer taking custody of the Goods (whichever occurs first).
3.3 Where the Goods are being delivered to the Delivery Location, the Customer shall provide labour and facilities to enable the Goods to be unloaded.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.6 If 14 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken (as the case may be) delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, transportation, insurance and selling costs, account to the Customer for any sums paid by the Customer in excess of such costs or charge the Customer for any shortfall.
3.7 The Supplier may deliver the Goods by instalments (if appropriate), which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
3.8 The Supplier may employ agents, sub-contractors or any other third party to deliver the Goods.
4.1 Due to the nature of the Goods, all Goods are sold on the basis that the Customer has satisfied itself as to the condition and suitability of the Goods for its use or resale.
4.2 The Seller warrants that the Goods supplied will, at the time of delivery, correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5.5 Nothing in this clause 5 shall prevent the Supplier commencing proceedings for the payment of the price of the Goods notwithstanding that title to the Goods has not passed to the Customer.
6.1 The price of the Goods shall be the Seller’s quoted price.
6.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
6.3 The Customer shall be responsible for paying any applicable taxes and export/import duties arising from the exportation of the Goods from the United Kingdom and/or their importation into the country of destination.
6.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.5 Unless otherwise agreed by the Seller in writing, payment for the Goods must be made in advance of delivery in such a manner as the Supplier shall direct.
6.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
7.2 For the purposes of clause 7.1, the relevant events are:
7.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
8.2 Subject to clause 8.1:
8.3 Without prejudice to clause 8.2, the Customer shall provide the Supplier with a reasonable opportunity of (at the Supplier’s option and sole discretion) providing the Customer with suitable alternative goods, on loan on a temporary basis, for any period in which the Supplier considers that the Customer has reasonable grounds to believe that Goods are not in accordance with the Contract.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s) failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions.
10.1 Assignment and subcontracting.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
10.7 Compliance with local laws
The Customer shall be responsible for obtaining any licences, registrations, permits or approvals necessary or advisable in relation to the importation of the Goods into the country of destination and shall likewise be responsible for complying with any legislation or regulations governing such importation.
11.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
11.3 The Customer shall provide the Supplier with an address in England where it will accept service of legal proceedings.