All orders are accepted and executed on the understanding that the Purchaser is bound by these General Conditions of Sale. Where there is any inconsistency between these Conditions of Sale and any Conditions which the Purchaser seeks to impose these General Conditions of Sale shall prevail.
2. VALIDITY OF QUOTATION
The Company reserves the right to refuse the Purchaser’s acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn in such period. No binding contract shall be created by the acceptance by the Purchaser of the Company’s quotation until notice of acceptance of the order has been given in writing which shall have been signed by the Company’s duly authorised representative or the Company has indicated its acceptance of the offer by making delivery or part delivery of the goods. In the event that no quotation is given by the
Company and it has received an order from the Purchaser, all deliveries are made subject to these General Conditions of Sale.
Unless otherwise agreed in writing all orders are executed subject to prices and any relevant discounts ruling at the date of despatch and any price list of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause.
(a) Unless otherwise agreed in writing, payment is due in full on delivery of goods.
(b) Purchasers who wish to open a credit account with the Company must furnish two trade references and on Banker’s reference. Until such time as the Company has granted the Purchaser credit account facilities, all goods must be paid in full on or before delivery.
Settlement of credit accounts is due in full no later than the end of the month following the month of Invoice.
(c) Where a contract is to be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constituted a separate contract.
(d) The Company shall be entitled to charge interest on overdue accounts at the Small Business interest percentage prevailing at the time, per annum while the account is overdue. Any charge for collection of payments or expenses arising, are the responsibility of the Purchaser.
Any contract shall be subject to the Company being satisfied as to the Purchaser’s credit worthiness and without prejudice to the generality of the foregoing the Company may (in its absolute discretion) having informed the Purchaser that the goods are ready for delivery, refrain from delivering the goods until such time as the Purchaser tenders the purchase money to the Company in a form satisfactory to the Company.
Unless otherwise specified the price quoted includes delivery from the Company’s warehouse to the Purchaser’s premises within the Company’s van delivery area, full details of which are available on request. The Company reserves the right to choose the method of transport and to charge for deliveries outside the Company’s van delivery area, or to addresses other than the Purchaser’s premises.
Where it is necessary to despatch goods in crates, drums, cases, pallets, spillages or skids or other such packing, a charge will be made for this. Unless otherwise specified this amount will be credited in full on the return of such crates, drums, cases, skids, spillages and pallets, etc., in good condition carriage paid within 14 days of the date of the Company’s invoice. No charge is made for any other form of packaging and no credit will be allowed for its return.
8. LOSS OR DAMAGE IN TRANSIT
When the price quoted includes delivery, the Company shall repair or replace free of charge goods damaged in transit or not delivered in accordance with the Advice Note provided that the Company is given written notification of such damage or non delivery within such time (being not more than 7 days) as will enable the Company to comply with the carrier’s conditions of carriage, as affecting loss and damage in transit, where delivery is made by the Company’s own transport, within 3 days after receipt of the Advice Note.
Notwithstanding the above undertaking, the Company will only consider claims for alleged shortages or damage if they are received within 3 working days of the receipt of the goods by the Purchaser together with sufficient information to enable the Company properly to identify the shortage including the Advice Note number, case number and condition of case.
Any samples submitted with the Company’s quotation or at the Purchaser’s request must be returned within thirty days of receipt and may be charged if not so returned.
Any times quoted for despatch, repair or replacement are to be treated as estimates only and the Company shall not be liable for failure to despatch, repair or replace within such time unless the Purchaser has suffered loss thereby and the amount payable in respect thereof shall have been agreed in writing as liquidated damages prior to the creation of a binding contract between the Company and the Purchaser in which case the Company’s liability shall be limited to the amount so agreed to be paid. In all cases, whether a time for despatch be quoted or not, the time for despatch shall be extended by a reasonable period having regard to all the circumstances if delay in despatch is caused by instructions or lack of instructions or other necessary particulars from the Purchaser, or by industrial dispute, or by any cause whatsoever beyond the Company’s control.
11. PASSING OF PROPERTY AND RISK
The property in the goods supplied shall pass to the Purchaser when the purchase price for the goods and for any goods previously supplied, has been paid in full. The goods shall be at the entire risk of the Purchaser from the time the goods are delivered to the Purchaser or to any third party on the Purchaser’s instructions.
The Company will give the Purchaser a warranty equivalent to the warranty (if any) which the Company may have received from the supplier of the goods to the Company may have received from the supplier of the goods to the Company. Save as aforesaid and as provided in Clauses 8 and 10 the Company shall not be under any loss or damage resulting from such defect or from any work done in connection therewith and its liability under this Clause shall be in lieu of any warranty or condition implied by Law as to the quality of fitness for any particular purpose of such goods. Save as aforesaid the Company shall be under no liability in contract, tort or otherwise for any personal injury, loss or damage of whatsoever kind or howsoever caused for anything done or omitted in connection therewith. For the purpose of this Clause the Company contracts on behalf of itself and as Trustees for its servants and agents.
13. RETURN OF GOODS
In no circumstances may goods supplied against a firm order be returned without the Purchaser having first applied for and obtained the written consent of the Company. A handling charge may be deducted from any credit allowed where it is established that the reason for their return was not the subject of the provisions of Clauses 8 or 12 hereof or through any error on the part of the Company. In all cases the Company reserves the right to make handling, repacking and carriage charges where the Company has correctly fulfilled the Purchaser’s order.
Unless otherwise agreed in writing, goods rejected by the Purchaser as not complying with the Contract must be rejected within fourteen working days of delivery.
If the Company does not receive forwarding instructions sufficient to enable it to despatch with fourteen days after notification that the goods are ready for delivery or that they have been tested under Clause 22, the Purchaser shall take delivery or arrange for storage. If the Purchaser does not so take delivery or arrange for storage, the Company shall be entitled to invoice and be paid for the goods as though the goods had been duly delivered in accordance with these conditions and the Company may arrange storage either at the Company’s own works or insurance or for demurrage shall be payable by the Purchaser.
16. DESCRIPTIVE MATTER AND ILLUSTRATIONS
All descriptive and forwarding specifications, drawings and particulars of weights and dimensions issued by the Company are approximate only, and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract.
17. LIMITS OF CONTRACT
Any quotation includes only such goods, accessories and work as are specified therein.
In the event of variation of the work on the Purchaser’s instructions or by reason of a lack of instructions, the contract price shall be adjusted to reflect costs involved. Where a price per unit has been quoted and you require a smaller number of units than those quoted for the Company reserves the right to adjust the rates of prices applicable thereto.
In the event of any claim being made or action being brought against the Purchaser in respect of infringement of British patents by the use of sale of goods supplied hereunder, the Purchaser shall notify the Company immediately and the Company shall be a liberty with the Purchaser’s assistance if required, but at the Company’s expense, to conduct through the Company’s own Lawyers and experts all negotiations for the settlement of the same or any litigation that may arise therefrom; subject to such notifications and provided that no goods, or any part thereof, shall be used for any purpose other than that for which the Company supplied, the Company will indemnify the Purchaser in respect of any such claims.
In the event of the Purchaser committing any breach of this contract or any distress or execution is levied upon the goods of the Purchaser or if he offers to make arrangement with or for the benefit of his creditors, or commits any act of bankruptcy or (being a limited company) has a receiver appointed of its undertaking or assests or any part thereof, or (save for the purpose of a reconstruction or amalgamation without insolvency) goes into liquidation, the Company, shall thereupon be entitled without prejudice to their other rights, forthwith to suspend all further deliveries until the default has been made good or to determine the contract or any unfulfilled part thereof, or at the Company’s option to make partial deliveries.
The Company shall be entitled, without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries, if the completion of the manufacture of the goods by the Company or by the Company’s suppliers is prevented, hindered or delayed whether directly or indirectly, by reason of the Purchaser failing to furnish necessary information or instructions, war, civil commotion, governmental restriction, transport difficulties, strikes, lock-outs, accidents or stoppages to works, shortages of labour, materials equipment , fuel or power, machinery breakdown or any other cause whatsoever beyond the Company’s or its sub-contractors’ control whether such cause exits at the date of the order or note.
All drawings, descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.
If at any time any question, dispute or difference whatsoever shall arise between the Purchaser and the Company upon, in relation to or in connection with the contract, either party may give the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to the arbitration of a person appointed by the President for the time being of the Chartered Institution of Building Services in Great Britain. A submission shall be deemed to be a submission to a sole arbitrator pursuant to the Arbitration Act (Northern Ireland) 1937, or any statutory modification or re-enactment thereof. Any such arbitration shall be held in Belfast N. Ireland.
24. LEGAL CONSTRUCTION
These general conditions of sale shall be construed in accordance with the laws of Northern Ireland.
CONDITIONS OF CARRIAGE
In the event of non-delivery, we must be advised in writing with 3 days. SHORTAGE or DAMAGE must be reported in writing to us within 3 days of receipt of goods, and the extent of the loss stated. Returns will not be accepted unless our ‘Returns Form’ is completed and approved by our Divisional Manager.