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TERMS & CONDITIONS OF SALE
DEFINITIONS
In these conditions the following applies:
1. 'The Company' means Moving Edge Limited, Challenge House, Palmersvale Business Centre, Barry, South Glamorgan, CF63 2XA.
2. 'The Customer' means the person, company or corporation who has placed an order with the company.
3. 'The Goods' means the goods sold under these conditions of sale.
GENERAL
1. These conditions shall govern any sale of goods by the Company to the exclusion of any other terms and conditions except such terms and conditions as have been expressly approved of in writing by a director of the Company.
2. Any quotation given by the Company shall be construed as an invitation to treat and orders placed thereon are subject to acceptance by the Company.
3. Unless otherwise expressly stated therein a quotation shall not remain open for more than twenty eight days from the date of the quotation. A quotation may be withdrawn at any time.
PRICES
1. The Company reserves the right to increase prices (whether specifically quoted or not) to take account of increases in the cost of raw materials, wages, taxes, insurance, manufacture, packing or transport arising before despatch.
2. Except where noted, prices are exclusive of VAT or other tax, duty, tariff or charge, arising in the United Kingdom or elsewhere.
3. Unless otherwise agreed, prices are ex-works, carriage and packing extra.
4. If at the request of the Customer or by reason of any action or inaction of the Customer work on the contract or delivery of the goods is suspended, the Company shall have the right both to increase the purchase price and to alter the time of delivery.
DELIVERY DATES
1. Any dates given for shipment or delivery are approximate.
2. Whilst every effort will be made to adhere to the agreed dates, such dates are not guaranteed and the Company accepts no liability for delay in shipment or delivery from any cause whatsoever.
3. The Company may, at its discretion, deliver the goods in instalments.
4. The Company shall have a lien on all goods appropriated to the contract, the title to which have passed to the Customer, for all sums due from the Customer to the Company, whether arising under the contract of sale or not.
5. Where the Customer, having been notified that the goods are ready for despatch or, as the case may be, for collection, for any reason refuses or is unable to accept delivery or to make collection the Company shall be entitled to invoice the Customer for the agreed price of the Goods (which the Customer shall pay as though the Goods had been despatched or collected on the date of notification), the Company shall have the right to charge the Customer for storage and insurance of, and all other expenses incurred by it in respect of, the Goods and, notwithstanding the 'Passing of title and risk' clause below, risk in the Goods shall be treated as having passed to the Customer from the date of the Company's notification.
WARRANTY AND LIABILITY
1. Subject to sub-clauses 2, 3, 4, 5 and 6 the Company warrants the Goods against the following:
a. departure from its usual standards and specifications, or, in the case of goods manufactured to the Customer's specification departure from the Customer's specification, and defects in material and workmanship, which become apparent under normal use within twelve months of delivery of the Goods and which are notified to the Company within twenty-eight days of their becoming apparent;
b. breach of industrial property rights of which the Company is aware at the date of the contract, except in respect of designs provided by the Customer.
2. If the Goods or any part of them do not comply with the foregoing clauses the Company will, at its reasonable option replace the same, rectify the breach, refund the appropriate part of the price or take back all or part of the goods. Any goods replaced by the Company shall become the property of the Company and shall be held by the Customer to the order of the Company.
3. The Company shall not be liable for any of the following:
a. design defects, unless new design work is necessary specifically to fulfil the contract;
b. consequential loss;
c. any excess in total claims over the contract price;
d. technical advice or assistance which it is not technically bound to provide;
e. loss caused by delay;
f. any loss which the Company is precluded from recovering from a carrier by reason of the Customer's failure to give the notice necessary for recovery;
g. any alleged defect in the Goods which the Customer or any person acting on its behalf shall have rectified or attempted to rectify;
h. any failure or delay in the performance of its obligations caused by any circumstances beyond its reasonable control;
i. damage caused by misuse or non-compliance with instructions set out in the Company's instructions.
4. The Company does not exclude or limit liability for death or personal injury arising from negligence.
5. In the case of goods supplied which have not been manufactured by the Company, the Company will (so far as possible) assign the Customer the benefit of any warranty made by the manufacturer of the Goods or the person who supplied them to the Company or, subject to a suitable indemnity being given to it by the Customer for any costs or liabilities incurred or undertaken by the Company in respect thereof, will use its best endeavours to enforce such warranties for the benefit of the Customer.
6. The warranties given in these conditions are personal to the Customer and are not capable of being assigned.
7. The Company will deliver with the Goods a delivery note and unless the contents of the note are disputed by the Customer within seven working days after the date recorded upon it the particulars shown upon it shall be conclusive as against the Customer.
8. Any description of goods appearing in the Company's advertising or in a catalogue or literature produced by the Company is given by way of identification only and the use of such description shall not constitute a sale by description. In so far as information contained in such advertising catalogue and literature has been compiled from the information supplied to the Company by any other party the Company accepts no responsibility for its accuracy.
FORCE MAJEURE
The Company shall be excused non-delivery or delay in delivery directly or indirectly caused by or resulting from, or made fundamentally more onerous by, events or circumstances beyond the Company's reasonable control (including but without prejudice to the generality of the foregoing, suppliers' delays and trade disputes, whether of the Company's employees or otherwise). In the event of any deliveries being so suspended or delayed, the period of the contract shall be correspondingly extended, or if deliveries are suspended for six months or more either party may, by notice in writing to the other, cancel the contract whereupon the Company shall either issue a credit note or invoice as appropriate, in an amount equal to an equitable portion of the total contract price.
PAYMENT
1. Unless otherwise agreed payment shall be nett and without set off, so as to be received on or before the end of the month following the month of delivery of the Goods. The Company shall be entitled to charge simple interest on overdue accounts at the rate of 0.05 per cent per day.
2. The time for the performance of the Customers obligations (whether as to payment or otherwise) shall be of the essence so the failure to perform in respect of one delivery shall entitle the Company at its option to cancel, or delay that delivery or other deliveries or to treat the whole contract as repudiated by the Customer.
PASSING OF TITLE AND RISK
1. Notwithstanding that the Customer obtains possession of the Goods, both the legal and the equitable title thereto will remain in the Company until the Company has received payment form the Customer of the contract price in full with all VAT thereon and all other monies that may be or become due from the Customer to the Company in relation thereto. Until such time, the Customer shall hold the goods in trust for the Company and the Company shall be entitled to require the Customer to deliver the Goods or any of them to it on demand and to enter upon the Customers' premises for the purpose of collecting them (to include, without prejudice to the generality of the foregoing, the dismantling of any item into which the goods have been incorporated) and the Customer shall be responsible for all the Company's costs and expenses in connection with so doing. The Customer may, however, subject to clause 2 below, sell the Goods by way of bona fide sale in the ordinary course of business on its standard terms and conditions and by way of sale as principal (not as agent). That sale will constitute a sale by the Customer of the Company's property and accordingly the Customer will account to the Company for the proceeds of the sale up to the amount outstanding in respect of the Goods and pending such accounting will hold same in trust for the Company.
2. The Customer's right given or implied from sub-clause (a) of the clause to retain possession of and deal with the Goods shall automatically and without notice be determined forthwith in any of the following circumstances:
a. if the Customer continues in breach of any of the terms hereof following service upon the Customer of a notice in writing sent by or on behalf of the Company complaining of the breach;
b. if the Customer (being an individual) is adjudged bankrupt or suffers any execution to be levied upon any of his assets;
c. if the Customer (being a company) has a receiver appointed over all or any part of its property or passes any resolution for creditors winding up or is unable to pay its debts within the meaning of section 518 of the Companies Act 1985 or is in arrears with any sum due from it hereunder.
3. On the occurrence of any of the events specified in clause 2 above, the Company may (without prejudice to any other rights or remedies available to it) without notice determine all or any part of this contract and may suspend or cancel deliveries hereunder and shall have a general lien on all the Customer's property then in the possession of the Company (whether as consignee or otherwise) in respect of any sums that may be owing by the Customer to the Company on any account whatsoever, and on the expiration of fourteen days' notice the Company shall be entitled to dispose of the same and apply the proceeds of the sale towards satisfaction of all the monies owing to the Company.
EXPORT DELIVERIES
In respect of all contracts for the sale of goods outside the United Kingdom the Customer will provide any necessary export licences, import licences or exchange control authorisations within a reasonable time prior to the date for shipment.
RETURN OF PACKAGES
1. The Company will pack goods in accordance with its normal practice.
2. A charge may be made for all pallets, drums, packing cases or returnable packages. Full credit for the amount charged will be given if they are returned to the point of despatch carriage paid and in good and undamaged condition within three months of the date of the invoice.
ASSIGNABILITY
1. The Customer may not assign or part with its interest in the contract.
2. The Company may delegate or sub-contract its duties under this contract but shall despite such delegation or sub-contract remain liable to the Customer for full performance thereof.
INTERPRETATION
The conditions and the contract of which they form a part shall be governed and construed in accordance with English law and the Customer irrevocably submits to the jurisdiction of the English Courts. |