Terms and Conditions of Sale of Goods and Services.
1.
Application
1.1 These conditions apply to all contracts between
the Seller and the Buyer referred to in the order
and override all conditions stipulated by the Buyer
(even if submitted in a later document); any other
agreements between the parties relating to the
subject matter of this order are terminated
(except an agreement into which these conditions
are incorporated).
1.2 No variation of these conditions is permitted
unless agreed in writing by a director of the Seller.
2. Price
2.1 The price to be paid for the goods or the services
will be the Seller’s price at the date when
the goods are despatched or the services
are provided.
4.2 Without prejudice to Clause 4.1, the Seller will
not be liable for any delay in delivery or non
delivery of goods or services or any other breach
of these conditions caused by any circumstances
beyond the Seller’s control including without
limitation, any Act of God, explosion, fire, flood,
war, hostilities, accident, delay in delivery or non
delivery by the Seller’s suppliers, breakdowns or
accidents to machinery, labour strike or dispute,
order or decree of any court or action of any
governmental authority, or any other causes or any
circumstances beyond the Seller’s control; on the
occurrence of any of the above events the Seller
reserves the right to cancel or suspend the whole
or part of any delivery.
2.2 The price of goods includes the cost of Seller’s
standard packaging and delivery within the UK
and Ireland by Seller’s normal transportation;
the price does not include VAT. 4.3 In the case of any order for goods of a type
or description not normally held in stock by the
Seller, and therefore specially made ordered or
imported by the Seller to meet such order, the
Buyer will accept goods 10% more or 10% less
than ordered, the total price of the order being
correspondingly adjusted.
3. Payment 5.
3.1 Payment for the goods or services must be made
within thirty days of the date of the invoice,
unless otherwise specified on the invoice. 5.1 Goods supplied to the Buyer will remain the
property of the Seller until full payment in cash
or cleared funds has been received by the Seller
for those goods and for all other goods delivered
or services supplied by the Seller to the Buyer
in respect of which payment is outstanding.
3.2 The Seller reserves the right to charge interest on
overdue sums at the rate of 4% per annum above
the Base Rate for the time being of Lloyds Bank
plc calculated on a daily basis from the due date
of payment in Clause 3.1 until the date upon which
payment is made.
Risk and Property
5.2 Until title to the goods passes to the Buyer:
5.2:1 The Buyer will hold those goods
as the Seller’s bailee.
3.3 The Seller may at any time require the Buyer to
make payment in advance of delivery or require
security for payment. 5.2:2 The Buyer will protect, store and identify
the goods by reasonable means so that they
can be recognised as the property of the Seller.
3.4 If the Buyer fails to make payment by the due
date or when required, the Seller may (without
prejudice to any other remedy which it may have)
cancel this contract and/or any other contract
between the Buyer and the Seller and/or suspend
delivery under this or any other contract until
payment is made. 5.2:3 The Buyer may use the goods or sell them
in the ordinary course of its business.
3.5 The Buyer will have no statutory or other right
of set off.
4. Delivery
4.1 Delivery dates are approximate only and the Seller
shall not be responsible for any loss or damage
arising from any delay in delivering all or part
of any goods ordered or delay in the provision
of any services.
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5.2:4 If the Buyer is in breach of any of its obligations
to the Seller, or the order or the contract for the
supply of goods is cancelled or capable of being
cancelled under Clause 8 below, and provided
the goods are still in existence and have not been
resold, the Seller may (a) by notice to the Buyer
require redelivery to it of the goods; and/or (b)
with or without previous notice, retake possession
of the goods and sell the goods. For the purpose
of this clause the Buyer irrevocably authorises
the Seller’s representatives to enter the premises
on which the goods are situated and remove the
goods at the Buyer’s expense.
5.3 Risk in all goods supplied to the Buyer will pass
to the Buyer on delivery.