| 1. Definitions
In these conditions “The Company” means
Till & Whitehead Ltd upon whose document these conditions
are endorsed. “The Customer “means the person,
firm or company or other body to whom this document
is addressed. “ The Goods “means the goods
supplied by us from time to time.
2. Conditions
These conditions shall form the basis of the contract
between the Company and the Customer. Notwithstanding
anything to the contrary in the Customer’s standard
conditions of purchase, these conditions shall apply
except so far as expressly agreed in writing by an authorised
officer of the Company. No servant or agent of the Company
has power to vary these conditions orally or to make
representations or promises about the condition of the
Goods, their fitness for any purpose or any other matter
whatsoever.
3. Order Acceptance
Unless otherwise expressly stated in writing, all quotations,
estimates and catalogues supplied by the Company are
invitations to treat. The Customer’s order is
an offer and shall become binding upon acceptance by
the Company. The contract arising on such acceptance
may only be cancelled or varied with the Company’s
consent; the giving of the Company’s consent shall
not in any way prejudice the Company’s right to
recover from the Customer full compensation for any
loss or expense arising from such cancellation or variation.
There will be a 20% handling charge for those goods
which are obtained specially and are subsequently not
required. There is also a 15% “returned goods”
charge for those items which are ordered by the customer
incorrectly.
4. Price
(a) All quotations and estimates issued by the Company
are, unless otherwise stated, based on the then current
cost of production, including ( but not limited to )
costs of labour materials, carriage and overheads, and
are subject to increase on or after acceptance to meet
any rise in such costs.
(b) The price is exclusive of VAT. The Company shall
be entitled to charge the Customer in addition to the
price VAT or any Government tax or levy in substitution
therefore at the rate prevailing at the date of the
Company’s invoice.
5. Delivery
(i) The Company is prepared to undertake delivery of
the goods, however in this event the Company shall charge
the Customer at normal commercial rates for such delivery,
unless otherwise agreed with the Customer.
(ii) The Company will deliver as near as possible to
the Customer’s said address as exists a safe and
adequate access thereto. The Customer shall provide
at his own expense adequate unloading facilities and
all necessary plant power and labour for unloading and
stocking, such plant power and labour to be available
during the customary cartage hours of the district of
the Customer’s said address on the date delivered.
The Customer shall unload with reasonable despatch.
Damage due to inadequate light access or careless unloading
shall be at the Customer’s risk.
(iii) The Company undertakes to use its best endeavours
to despatch the Goods on the stated delivery date but
time of delivery shall not be of the essence of the
contract. If delivery is delayed by strikes, lock-outs,
fire, accidents, defective materials, delays in receipt
or raw materials or bought in goods or components, or
any other cause beyond the reasonable control of the
Company a reasonable extension of time for delivery
related to such cause shall be granted and the Customer
shall make no claim for any loss thereby arising.
(iv) If the Customer fails to take delivery on the agreed
delivery date or if no specific delivery date has been
agreed, when the goods are ready for despatch, the Company
shall be entitled to store and insure the goods and
to charge the Customer the reasonable costs of so doing
and to tender its account for the price under condition
7.
(v) The Company may at any time withhold delivery of
the Goods to the Customer pending payment of any sum
due from the Customer to the Company under any other
contract.
(vi) In the event of the Company using an independent
haulier to deliver the Goods, the Customer shall notify
the Company within 7 days of the date of despatch (as
indicated on the invoice) of non-delivery of the said
Goods.
6. Short Delivery and Damage in Transit
The Customer shall note any claim for short delivery
and/or damage to components on the delivery note at
the time of delivery, shall notify the Company of the
claim orally within three working days and shall confirm
the claim in writing to the Company within seven working
days from the date of delivery. Compliance with this
requirement shall be a condition precedent to any claim
for short delivery and/or damaged components. If short
delivery does take place, the Customer undertakes not
to reject the Goods but to accept the Goods delivered
as a part performance of the contract.
7. Payment
(a) Unless otherwise specified overleaf the Customer
shall pay the price for the Goods not later than the
last date of the month following the date of invoice
and shall pay interest on overdue accounts at 4% above
HSBC Bank plc base rate, accruing daily. If the Customer
shall fail to pay promptly, he shall lose the benefit
of any previously agreed discount.
(b) The Customer shall pay all accounts in full and
not exercise any rights of set off or counterclaim against
invoices submitted.
(c) In the event of default in payment by the Customer
in accordance with these agreed terms, the Company shall
be entitled without prejudice to any other right or
remedy to suspend any further deliveries without notice.
(d) In the case of goods sold by instalments each instalment
shall be paid for separately and provisions of this
clause shall apply to each instalment.
8. Warranties
(a) The Goods are warranted to accord with agreed specification,
or if there is no such specification, to have been subject
to inspection by the Company’s quality control.
All other warranties or conditions as to quality or
description (statutory or otherwise) are excluded.
(b) All information and details contained in the Company’s
specifications have been carefully prepared to avoid
errors but their accuracy is not guaranteed and the
Company shall not be liable for any inaccuracies or
omissions.
(c) Any recommendations or suggestions, relating to
the use of the goods made by the Company is given in
good faith but it is for the Customer to satisfy itself
of the suitability of the Goods for its own particular
purpose. Accordingly unless otherwise expressly agreed
in writing, the Company gives no warranty as to the
suitability of the goods for any particular purpose
even though that purpose may be specified in the Customer’s
order and any implied warranty or condition ( statutory
or otherwise ) to that effect is excluded.
9. Guarantee
(i) The Customer shall carry out a thorough inspection
of the goods within a reasonable time after their delivery
and shall give written notification to the Company forthwith
of any defects which a reasonable examination would
have revealed.
(ii) Subject to compliance with the above obligation,
which shall be a condition precedent to the Company’s
liability, and provided that no attempt has been made
by the Customer or a third party to rectify, or alter
the goods in any way, the Company will repair or replace
(at its option) any goods which are defective due to
faulty materials or workmanship. In the case of goods
or component parts of goods not of the Company’s
manufacture, the Company will assign to the customer
its rights against its supplier and these rights shall
be taken in extinction of and in substitution for any
rights which the Customer would otherwise have had against
the Company.
(iii) The liability of the Company under this guarantee
or the warranty contained 8 (a) hereof shall be limited
to the invoice value of the Goods replaced or repaired
and the Company shall not be liable for any consequential
loss or damage howsoever caused. It shall be the duty
of the Customer to insure against such consequential
loss and to hold the Company harmless therefore.
10. Title and Risk
The title to the Goods shall pass to the Customer only
when the Customer has met all sums owing to the Company
howsoever arising. The risk in the Goods shall pass
on delivery and the Customer shall insure against all
loss and damage to the Goods. The Customer irrevocably
authorises the Company and its duly authorised servants
and/or agents to enter upon the Customer’s premises
for the purpose of repossessing the Goods where the
title therein has not passed to the Customer.
11. Health and Safety
The Customer undertakes to take all steps necessary
to ensure that the goods when properly used will be
safe and without risk to health. The Customer shall
indemnify the Company against any liability whether
civil or criminal which the Company may be under in
respect of any illness or injury caused by the Goods
or their use.
12. Product Liability
The Customer shall indemnify the Company against all
loss arising from any liability which the Company may
incur in respect of the Goods or any of them resulting
from any claim brought against the Company under Part
1 of the Consumer Protection Act 1987.
13. Intellectual Property
Where the goods are manufactured by the Company in accordance
with the Customer’s particular requirements the
Company shall not be liable for any loss or damage arising
out of any claim made or threatened against the Company
for infringement or any letters patent, design, copyright,
trade mark or any other title of any third party in
respect of such goods and the Customer shall indemnify
the Company against any claims arising from such infringement.
14. Proper Law
The Company and the Customer agree that the contract
is an English Contract and that English law shall be
the proper law of the contract.
15. Telephone Recording
The company occasionally records incoming and outgoing
telephone conversations for training and appraisal purposes
only.
|
