1. Prices
2. Acceptance
3. Force Majeure
4. Indemnity
5. Terms of Contract
6. Liability for Defects
7. Title of goods
8. Delivery
9. Payment

1. Prices

All prices stated include Value Added Tax which will be added at the appropriate rate. The price of our goods are subject to variation without notice and goods are invoiced at prices ruling at the date of despatch unless otherwise agreed in writing.

2. Acceptance

No binding contract shall exist until despatch of our written Acceptance of Order and any quotation may be withdrawn or revised at any time prior to despatch of our Acceptance of Order.

3. Force Majeure

We shall be relieved of all our obligations under the contract to the extent to which the fulfilment thereof is prevented, frustrated or impeded as a consequence of any circumstances outside our control including, but not limited to, industrial action, war, statutes, rules, regulations, order or requisitions issued by any Government Department, or other duly constituted authority or non-availability of raw materials, fuels or energy.

4. Indemnity

The purchaser shall indemnify us against all claims and demands whatsoever made by any person or persons against us in respect of all injury, loss or damage arising directly from delivery and use of goods supplied by us howsoever caused and whether or not amounting to negligence on our part.

back to top

5. Terms of Contract

(a) No communication from ourselves or agents shall be of any contractual effect or be relied on as representation condition or warranty unless incorporated in our Acceptance of Order and no variation of these Conditions or any contract shall be effective unless confirmed by us in writing.
(b) Unless otherwise confirmed by us in writing these Conditions shall apply to the Contract to the exclusion of all other terms, conditions, warranties, whether express, statutory or implied to the extent that all such other terms conditions and warranties are inconsistent herewith.

6. Liability for Defects

(a) The purchaser relies on his own skill and judgement as to the suitability of all goods supplied for any particular purpose or for use under any specific conditions.
(b) We warrant that we will make good by replacement or (at our option) by repair all defects in the goods supplied which arise solely out of faulty design (other than a design made, furnished or specified by the Purchaser for which we have disclaimed responsibility in writing) or the use of faulty materials or bad workmanship on our part and which are notified to us within 12 months from the date of despatch to the Purchaser provided that (i) The Purchaser shall have installed and used the goods properly; and
(ii) The goods are returned to us if we so request; and
(iii) Our liability shall be limited to delivery of repaired or replacement goods free to the Purchasers premises; and
(iv) These conditions shall apply to the repaired or replacement goods.
Subject to paragraph (b) hereof we shall be under no liability whatever, for any breach of contract, howsoever arising, whether of any express or implied condition, warranty or term of contract (and whether amounting to a repudiation or fundamental breach or not) for any negligence including mis-statement either in tort or contract or otherwise nor, beyond the terms of paragraph (b) for any loss, injury or damage whether direct or consequential, whether following from any defect, latent or otherwise, and whether or not attributable to any delay in repair or replacement by us and whether in tort or contract or otherwise.

back to top

7. Title of goods

(a) The ownership of the goods shall remain with ourselves and we reserve the right to dispose of the goods until payment in full for all the goods and for all other amounts due from the Purchaser to ourselves at the date of delivery has been received by us in accordance with the terms of this Contract or until such time as the Purchaser sells the goods to his customers by way of a bona fide sale at full market value. In the meantime the Purchaser shall keep the goods as bailee for us and shall store goods in such a way that they are separately identifiable. If such payment as aforesaid is overdue in whole or in part we may (without prejudice to any of our other rights) recover or resell the goods or any part thereof and may enter on the Purchaser’s premises by our servants or agents for that purpose. All such payments will become due immediately upon the commencement of Act or proceeding in which the Purchasers solvency is involved.
(b) If any of the goods are incorporated in and used of other goods before such payment as in (a) above the property in the whole of such goods shall be and remain with ourselves until such payment has been made or the other goods shall have been sold as aforesaid and all the Purchasers rights hereunder in the said goods shall extend to those other goods.
(c) Until we are paid in full for all goods the relationship of the Purchaser to ourselves shall be fiduciary in respect of the products and other goods in which they are incorporated or used and if the same is sold by the Purchaser so it shall be right to retrace the proceed thereof according to the principles in “Re Halletts Estate”. A like right for ourselves will apply where the Purchaser uses the products in any way so as to be entitled to payment from a third party.
(d) We contract only to transfer to the Purchaser such Title (if any) to goods as we have therein at the time when Title is to pass.
(e) Notwithstanding the reservations of Title to the goods the risk in the goods will pass to the Purchaser on delivery.

8. Delivery

Delivery within the U.K. is by any method of transport at our option. In the case of special requirements outside our normal transport arrangements we reserve the right to charge the full cost of carriage.
N.B. Any method of transport indicates by next day carrier.    
Goods must be checked on delivery and any shortages/damages must be notified to us within 24 hours.

9. Payment

Unless otherwise stated terms of payments are nett cash 30 days from the date of invoice. Interest may be charged on the amount invoiced at the rate of 2.5% above base lending rate of Barclays Bank plc from the date the invoices becomes overdue.

back to top

Mr R Osman, Watford, Herts