Terms and Conditions of Sale
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SCOPE OF AGREEMENT This contract represents the entire agreement betweeen the parties to the exclusion of all other agreements. No variations or amendments of any kind or any representations about the goods shall have effect except where issued under the signature of an authorised company officer.
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APPLICATIONS OF TERMS
Each order for goods placed by a new or existing customer shall be deemed to be an offerto purchase the goods subject to the terms of this contract. No order placed by a new or existing customer shall be deemed to be acepted by the company until a written acknowledgement of order is issued by the company until a written acknowledgement or order is issued by the company or (if earlier) the company delivers the gods to the new or existing customer. Provided that the Company shall be entitled without liability to terminate the contract at all times prior to delivery of the goods if in its reasonable opinion it believes that it is no longer economically viable to deliver the goods.
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PAYMENT FOR NEW ACCOUNTS
New customers must pay for all deliveries on a proforma or Cash-on Delivery basis, until such time as the company does not receive payment on delivery it shall be entitled to cancel the contract or suspend any further deliveries and/or charge any further delivery costs or interest on the price for the goods at the rate of 4% above National Westminster Bank plc base rate from time to time until payment in full is made together with all costs and expenses incurred by the company in collecting overdue monies.
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PAYMENT AND AMOUNT
In all other cases payment of the invoice must be made no later than the time previously agreed with the company. Time for payment shall be of the essence. In the event of any failure on your part to pay the invoice any any other sum due pursuant to this contact within such time, no matter what the cause the company shall be entitled to cancel the contract or suspend all further deliveries and/or interest may be charged at the rate of 4% above National Westminster Bank plc base rate until payment in full is made together with all costs and expenses incurred by the company in the follection of overdue monies.
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FAILURE TO ACCEPT DELIVERY
Where you for whatever reason fail to accept delivery of the goods the company may terminate the contract forthwith and claim all profit loss and expenses incurred directly or indirectly because of you failure.
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EFFECT OF DELIVERY
Where the goods have been delivered to you, you are thereby deemed to have accepted the risk of damages to or loss of the goods from the point of delivery and the company shall incur no further responsibility for damage or deterioration of the goods.
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PASSING OF PROPERTY The property in the goods shall not pass to you until the company has received cash or cleared funds payment in full of the price of the goods and all other sums due to the company from you (which shall include sums due to the company's associates or subsidiaries or from your associates or subsidiaries). Until such time the relationship of the parties shall be regulated as follows:
it shall be your duty so far as it is reasonable to keep the contract goods separate and clearly identified as being the goods supplied pursuant to this contract
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the company shall be entitled to inspect or repossess the goods (or goods to a similar value) by an authorised party and you wil allow and procure any necessary access to such party
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you shall be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods but if you do all monies owed by you to the company shall without prejudice to any other right or remedy you have have, forthwith become due and payable
it shall be your duty to maintain the goods in satisfactory condition insured on our policy for their full price against all risks to the reasonable satisfaction of the company and on request you shall produce the policy of insurance to the company, and
the proceeds of insurance referred to above shall be held by you on trust for the company and not mixed with any other money, nor paid into an overdrawn bank account
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CARRIAGE
Unless otherwise stated on the invoice all carriage charges are payable by you.
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DELIVERY
Any dates specified by the company for delivery of the goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
Subject to the other provisions of these conditions the company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delivery of the goods (even if caused by the company's negligence), nor will any delay entitle the Buyer to terminate or rescind the contract unless such delay exceeds 6 months.
Subject to clause 9 (i) any liability of the Company for non-delivery of goods shall be limited to replacing the goods within a reasonable time or issuing a credit note against any invoice raised for the goods.
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DEFECTIVE GOODS
In the event of defective goods no claim will be considered by the company unless you notify the company in writing within 3 days of receipt of the goods. Where a claim is presented outside such time no matter what the reason the customer will be conclusively presumed to have received the goods in corect quantity and good condition.
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Subject to clause (10) (i) the goods are defective the Company shall at its option repair or replace the goods (or the defective part of them) or refund the price of the goods. Provided that, if the Company so requests, you shall at your expense, return the goods or the part of the goods which are defective to the Company. Any items returned to the Company must be in their original packaging.
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LIABILITY
Except as expressly stated in these conditions no guarantee, warranty, condition or representation on the part of the Company is given or implied by these conditions nor is any guarantee, warranty, condition or representation to be taken to have been given or implied from anything said or written in the negogiations between the parties or their representatives prior to the contract and except where the goods are sold to a person dealing as a consumer (within the meaning of Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
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Except in respect of death or personal injury caused by the company's negligence, the company shall not be liable to you by reason of any representations, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the company, its employees or agents or otherwise) which arise out of or in connection with the supply of goods or their use or resale by you except as expressly provided in the conditions.
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Without prejudice to the above, in any event the entire liability of the company in respect of any claims made by you shall be limited to the price paid by you for the relevant goods.
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The company shall not be liable to you or be deemed to be in breach of the contract by reason of any delay in preforming, or any failure to perform any of the company's obligations in relation to the goods, if the delay or failure was due to any cause beyond the company's reasonable control.
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GENERAL
No waiver by the company of any breach of the contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Except in respect of any undisputed credit or payment due and owing by the company to you, you may not withhold payment of any sum due to the company by reason of any right of set-off or counterclaim which you may have or allege to have or for any reason whatsoever.
You shall not assign or transfer the benefit and/or burden of the contract without the company's prior written consent.
All notices required to be given shall be in writing addressed to that other party at its registered office or principal place of business and may be delivered personally, by facsimile transmission, or by first class recorded delivery post. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by facsimile transmission) at the time of transmission.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
The contract shall be governed by the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts.