Supply Terms and Conditions of sale
1.1. These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Supplier or elsewhere or implied by custom, practice or course of dealing.
1.2. The Buyer’s acceptance of delivery of the Goods shall (without prejudice to condition 3 or any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions.
1.3. If there is any inconsistency between the Buyer’s conditions of purchase or standard terms of business then these conditions shall prevail.
2. ACCEPTANCE OF ORDER
2.1. A quotation by the Supplier does not constitute an offer and the Supplier reserves the right to withdraw or revise a quotation at any time prior before it accepts an Order.
2.2. The Supplier’s acceptance of any Order shall be effective only where such acceptance is in writing and signed by an authorised representative of the Supplier.
2.3. Any added, varied, or conflicting terms in Buyer’s Purchase Order or elsewhere are hereby objected to and shall not bind the Supplier unless expressly agreed to in writing by the Supplier.
3. CANCELLATION OF ORDER
3.1. No cancellation of the whole or part of any order by instalment or otherwise by the Buyer is permitted, except where agreed in writing in advance by a manager of the company.
3.2. Cancellation of an order will only be accepted prior to production or despatch with written consent of the Supplier.
4. MANUFACTURE AND DELIVERY OF THE GOODS
4.1. Unless otherwise expressly agreed, the Supplier may affect delivery in one or more instalments. If delivery is affected by instalments, each instalment shall be treated as a separate Contract.
4.2. The Supplier shall, unless otherwise agreed between the parties, use its reasonable endeavours to deliver the Goods within 40 days of the acceptance of any Order, or within 10 days of the date requested by the Buyer whichever may be the later and where agreed in writing by the Supplier.
4.3. Delivery dates in relation to the supply by the Supplier of Goods are approximate only and, unless otherwise expressly stated and agreed time is not of the essence for delivery.
4.4. The Buyer shall, within 3 days of the arrival of each delivery of the Goods at the Buyer’s premises, give notice to the Supplier of any defect by reason of which the Buyer alleges that the Goods delivered are not in accordance with the Specification and which should be apparent on reasonable inspection.
4.5. If the Buyer fails to give notice as specified in clause 4.4 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Goods shall be conclusively presumed to be in all respects in accordance with the Specification and, accordingly, the Buyer shall be deemed to have accepted the delivery of the Goods in question and the Supplier shall have no liability to the Buyer with respect to that delivery.
4.6. If the Buyer rejects any delivery of the Goods which are not in accordance with the Specification, the Supplier shall, within 40 days of being requested to do so by the Buyer, supply replacement Goods which are in accordance with the Specification (in which event the Supplier shall not be deemed to be in breach of this agreement or have any liabilities to the Buyer).
4.7. The Supplier’s reasonable opinion of whether the Goods are not in accordance with the Specification shall be final.
5. RISK, TITLE AND INSURANCE OF THE GOODS
5.1. Risk in, and responsibility for, the Goods shall pass to the Buyer on delivery or collection.
5.2. Title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) remains with the Supplier until the Buyer pays to the Supplier the agreed price for the Goods (together with any accrued interest at the rate specified in condition 7) and all other amounts owed by the Buyer to the Supplier in respect of any other goods or agreement.
5.3. At any time before title to the Goods passes to the Buyer (whether or not any payment to the Supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):
5.3.1. retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises to the extent it has the power to do so;
5.3.2. Require delivery up to it of all or any part of the Goods.
5.4. The Supplier may at any time appropriate sums received from the Buyer as it thinks fit, notwithstanding any purported appropriation by the Buyer.
6.1. The price for each of the Goods to be paid by the Buyer to the Supplier will include all costs, both direct and indirect, of supplying the Goods except that where the Goods are subject to VAT, the amount legally due will be specified as a separate item of account.
6.2. The Supplier has the right to change any prices quoted. In this event the Buyer will be entitled to cancel the contract without damages.
7.1. Where the Supplier has not offered Credit terms to the Buyer payment must be made prior to delivery of goods to be supplied, or, at the discretion of the supplier, payment may be made on delivery.
7.2. The Buyer shall make all payments due to the Supplier under this Agreement in full and without deduction or set-off into such bank account as the Supplier may notify to the Distributor from time to time in the currency of its invoice within 30 days from the last day of the month of the relevant invoice, or earlier if directed to do so when the order is placed.
7.3. Time of payment is of the essence of a Contract and the Supplier reserves the right to suspend the provision of Goods to the Buyer where any amounts are overdue under any Contract until all such amounts have been paid.
7.4. The Buyer shall be responsible for the collection, remittance and payment of any and all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Goods.
7.5. If the Buyer fails to pay any amount due to the Supplier under any Contract on the due date, the Supplier may, at the Supplier’s sole discretion add interest to such amount at the rate of four (4) % over the base rate for the time being of Royal Bank of Scotland plc for the period from and including the date of receipt (whether before or after judgment).
7.6. If, in the Supplier’s view, the Buyer’s creditworthiness deteriorates before delivery of the Goods, the Supplier may require payment in full or in part of the price prior to delivery, or the provision of security for payment by the Buyer in such form as is acceptable to the Supplier.
7.7. The Supplier reserves the right at any time to alter or withdraw at any time any credit allowed to the Buyer.
7.8. Notwithstanding any appropriation by the Buyer to the contrary, all payments made by the Buyer to the Supplier shall be appropriated first to Goods which have been resold by the Buyer and then to Goods which remain in the Buyer’s possession or control.
7.9. The Supplier has a general lien on the entire Buyer’s property in the Supplier’s possession (although the Buyer may have paid for it in full) in satisfaction of any amount owed by the Buyer to the Supplier under any Contract, and may deal with it as it sees fit.
7.10. The Supplier reserves the right to cancel any Order or suspend the performance of any Contract until such time as payment is made.
8. WARRANTY AND LIABILITY
8.1. Except as set out in this clause 8, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the Goods are excluded to the extent permitted by law.
8.2. The Supplier warrants that the Goods will for a period of 1 year from the date of delivery:
8.2.1. comply with the Specification; be of satisfactory quality and materially free from defects and workmanship; accepting that this is a hand made product and be fit for the purpose for which they have been supplied as notified by the Buyer to the Supplier.
8.3. The warranties in clause 8.2 are given on the following conditions:
8.3.1. the Supplier is not liable for a defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Buyer or a third party;
8.3.2. The Supplier is not liable for a defect in the Goods unless it is notified to the Supplier within 3 Working Days of the date of delivery or, if the defect would not be apparent on reasonable inspection, within 2 weeks of the date of delivery.
8.4. The Supplier is not liable for:
8.4.1. non-delivery unless the Buyer notifies the Supplier of the claim within 3 Working Days of the date of the Supplier’s invoice;
8.4.2. for damage to or loss of all or part of the Goods in transit (where the Goods are carried by the Supplier’s own transport or by a carrier on behalf of the Supplier) unless the Buyer notifies the Supplier within 3 Working Days of receipt of the Goods or the scheduled date of delivery, whichever is the earlier.
8.5. The Supplier is not liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in supplying the Goods or otherwise in connection with this Agreement:
8.5.1. loss or damage incurred by the Buyer as a result of third party claims; loss of actual or anticipated profits; loss of business opportunity; loss of anticipated savings; loss of goodwill; injury to reputation; or any indirect, special or consequential loss or damage howsoever caused.
8.6. Subject to clause 8.5, the entire liability of the Supplier arising out of or in connection with the supply, non supply or delay in supplying the Goods, or otherwise in connection with this Agreement, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, is limited to the costs of the Goods.
9. LICENCES AND CONSENTS
If a licence or consent of any government or other authority is required for the supply or carriage of the Goods, the Buyer will obtain such licence or consent at its own expense and produce evidence of it to the Supplier on demand.
10. FORCE MAJEURE
10.1. In this condition 10, “Force Majeure Event” means any circumstance beyond the control of the Supplier including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by suppliers or materials shortages but, for the avoidance of doubt, nothing shall excuse the Buyer from any payment obligations under these Conditions.
10.2. If the Supplier is prevented, hindered or delayed from or in supplying the Goods under these Conditions by a Force Majeure Event the Supplier may, at its sole option, and without being liable for any loss or damage suffered by the Buyer as a result:
10.2.1. suspend deliveries while the Force Majeure Event continues; apportion available stocks of Goods between its customers if the Supplier has insufficient stocks to meet orders; terminate any Contract forthwith by giving notice to that effect to the Buyer.
11.1. The Buyer may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of the Supplier (which consent shall not be unreasonably withheld or delayed).
11.2. The Supplier is entitled at any time to assign or deal with the benefit of any Contract, or sub-contract any work relating to any Contract.
12.1. If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect.
12.2. If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
13. THIRD PARTIES
A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
The rights and remedies provided by any Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by the Supplier shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract.
No variation or alteration of any of the provisions of a Contract or these Conditions shall be effective unless it is in writing and signed by or on behalf of each party.
16. GOVERNING LAW AND JURISDICTION
16.1. A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
16.2. Each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with a Contract.