1.1 There shall be no binding contract between Seller and Buyer by theb until the Buyer's order has been accepted Seller.
1.2 These conditions shall apply to the exclusion of all other terms, including any standatrd terms of Buyer, except as agreed in writing by Seller. Acceptance of the goods shall be deemed to indicate Buyer's agreement to these conditions.
1.3 Seller reserves the right to change the design and specification of goods ordered by the Buyer without notice and to substitute comparable goods.
2.1 Unless otherwide agreed, the price of the goods will be that ruling in Seller's price list at the date of dispatch. Seller shall be entitled to amend its price list from time to time without notice.
2.2 Unless otherwide agreed, prices quoted are exclusive of the cost of delivery to any destination in the United Kingdom and are exclusive of Value Added Tax at the current rate.
3.1 Payment shall be made no later than 30 days from date of the invoice.
3.2 Seller reserves the right to charge interest of 2.5% monthly on accounts that are not settled within our terms of trading.
3.3 Unless otherwise agreed, all accounts are net.
4. DELIVERY & RISK
4.1 Any times quoted for delivery are estimates only and Seller shall not be liable for failure to deliver within the time quoted.
4.2 Delivery of the goods to the stipulated place of delivery or to a carrier nominated by the Buyer, whichever is the sooner, shall constitute delivery to the Buyer. All risks in the goods shall pass to the Buyer on such delivery.
4.3 Discrepancies and damage apparent at time of the delivery must be noted on carriers receipt note and notified to the Seller in writing within seven days of receipt.
4.4 The Company reserves the right to make scheduled deliveries each of a part only of the overall amount and value of goods ordered by the Buyer. Where any such scheduled delivery is made the goods comprised within each delivery shall be deemed to be have been sold and delivered under a separate contract for the sale of the goods the subject of such delivery and will be invoiced separately. The Buyer will pay for the goods delivered in each scheduled delivery without set off, counter claim or deduction in respect of any previous or future scheduled delivery or other goods ordered from the Company.
5. TRANSFER OF PROPERTY
5.1 Property in the goods shall remain with the Seller until the Seller has received payment in full of the price and any additional sums due under contract.
5.2 Buyer shall store the goods in such a way that they can be indentified as the Seller's property. If Buyer shall sell or otherwise dispose of or shall make any insurance claim in respect of the goods prior to making payment in full for them, he shall do as principal and not as agent for the Seller and shall not give any warranties or incur any liabilities on behalf of the Seller. The proceeds of any such sale or other disposition (or claim thereto) as well as the proceeds of any insurance claim made by the Buyer in respect of the goods shall belong to the Seller to the extent of all sums deue to the Seller in respect of the goods.
5.3 Failure by Buyer to make all payments when due shall give Seller the right without prejudice to any other remedy of Seller, to repossess the goods without prior notice and to enter any premises for the purpose of such a repossesssion.
5.4 Nothing in this condition shall give Buyer any right to return goods sold hereunder. Seller may sue Buyer for the price when due notwithstanding that property in the goods may not have passed to Buyer.
6. GUARANTEE & LIMITATION OF LIABILITY
6.1 Seller guarantees that goods will be free from defects caused by faulty materials or poor workmanship upon delivery. Under this guarantee Seller will at its option either repair, replace or give credit to Buyer for any goods found to be so defective provided that: A. Seller is notified in writing within 7 days of receipt of the goods of any defect. B. The defective goods are returned to Seller carriage prepaid by Buyer. C. Examination of the goods by Seller reveals to its satisfaction that such defects exists and has not been caused by misuse, neglect, accident, improper storage of handling or by repair or alteration not effected by Seller.
6.2 Save as expressly set out above, Seller shall be under no liability whatsoever whether in respect of negligence or otherwise in connection with the goods of this contract. All conditions, warranties or other terms, whether express or impled, statutory or otherwise are hereby excluded, provided that nothing in this paragraph shall restrict any liability of Seller for negligently caused death or personal injury.
7. FORCE MAJEURE
Without prejudice to any other of these conditions, Seller shall be under no liability for delay or non performance of any obligations hereunder due to any circumstances whatsoever beyond the control of Seller.
8. BUYER'S BREACH & FINANCIAL SITUATION
If Buyer shall be in breach of any of its obligations hereunder or under any other contract with Seller or if at any time Buyer's financial condition does not in the Seller's unfettered judgement justify continuance of this contract on the terms of payment agreed, Seller may, without prejudice to any other rights and without any liability whatsoever to the Buyer, cancel any outstanding part of the contract or suspend any deliveries until such time as Buyer shall provide security satisfactorily to Seller for the performance of all obligations of buyer to Seller.
This contract shall be governed by and construed in accordance with English Law and the courts of England shall have jurisdiction to hear all disputes arising in connection with it.