1 Terms of contract
Any Goods supplied by us to you shall be subject to these Terms unless we agree in writing to change them. If you accept Goods from us, that action by you will be deemed to be acceptance of these Terms, despite anything that may be stated to the contrary in your enquiries or your order.
2.1 The price for Goods will be either as quoted to you in writing or, if no written quotation is provided, as set out in our standard price list applying at the time of delivery.
2.2 Despite clause 2.1 above, unless otherwise agreed in writing, any quoted price will be subject to confirmation at the time of receipt and any quoted price may be altered before delivery of Goods to you, if our costs fluctuate after the date of quotation.
2.3 Quoted prices only apply to the total quantities and delivery dates specified in the quotation. Quotations costed from sketches, drawings, schedules, or specifications provided by you are subject to the accuracy of the information provided and we will not be held liable for any inaccuracies of quantity, dimension, material or position of the Goods resulting from use of such information provided by you.
2.4 We may withdraw a quotation before it is accepted and, in any event, a quotation will lapse, without notice, 30 days after it is given.
2.5 Unless otherwise agreed in writing, all prices are exclusive of packaging, freight, insurance and delivery charges and Goods and Services Tax and other government duties, levies or taxes in respect of the Goods. These will be charged at the rates applying at the time of delivery.
3.1 Unless we have agreed in writing to extend credit to you, you must pay for Goods in full before delivery. We may require you to pay a deposit prior to confirming your order and we will advise you of the amount of the deposit required in this case.
3.2 Where we have agreed to extend credit to you, you must pay for Goods in full, without deduction or set off, by the 20th day of the month following the date of invoice. Your payment is made only when funds have fully cleared through the bank system into our bank account.
3.3 If full payment for the Goods is not made by the due date, then without prejudice to any other rights or remedies available to us:
(a) we may cancel or suspend the delivery of further Goods;
(b) we may charge interest on overdue monies on a daily basis at 2% per month, and interest shall continue to accrue both before and after judgment; and
(c) you will be responsible for all costs (including legal costs on solicitor/client basis) incurred by us in recovering such monies.
3.4 We may accept and apply payments from you in respect of any indebtedness, and we will not be bound by any conditions or qualifications attaching to the payments.
3.5 Where we have agreed to extend credit to you, we may, from time to time at our discretion, vary your credit limit with us. If a purchase of Goods would exceed your current credit limit, we may require payment in cash of the excess before delivery of them.
3.6 Despite clauses 3.1 and 3.2 above or any agreement to the contrary, all payments shall become immediately due and payable if we reasonably believe that the information which you have given us in your credit application is not correct or no longer correct, or if you default under any agreement with us, become insolvent or commit any act of bankruptcy, a receiver, liquidator or statutory manager is appointed over any of your assets or undertaking or you make or attempt to make an arrangement or composition with your creditors
4.1 Ownership in the Goods shall not pass to you at the time of delivery, but will remain with us until we have received full payment, in cash or cleared funds, of all monies owing by you to us.
4.2 Until all such monies have been paid:
(a) you will keep the Goods separate from any other goods in your stored, protected and insured, and identified as our property;
(b) all sums received from any insurance claim made in respect of loss of or damage to the Goods shall be treated as if they were proceeds of sale and held by you on the same terms as those set out in clause 4.2(d) below, and you will also hold on trust for us and, if required by us, forthwith assign to us the benefit of any insurance claim made in respect of the Goods;
(c) if the Goods are mixed with, or incorporated or processed by you into other goods, those other goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods;
(d) where the Goods are sold to you as inventory for resale, you may resell them in the normal course of your business at full market value, provided that (i) the resale shall be as principal in relation to your sub-buyer but, as between you and us, you will sell as our fiduciary agent and Bailee and (ii) you hold the proceeds of the resale on trust for us, and pay them into a separate bank account without mixing them with other monies; and
(e) we may, at any time, require you to deliver the Goods (which have not been resold) to us and, if you fail to do so forthwith, our employees and agents may enter any premises where the Goods might be stored and recover them, and you agree to indemnify us, on demand, against any liability incurred by us in our exercise of this right.
5 Risk and delivery
5.1 Delivery of the Goods will take place when they are received by a carrier for delivery to you, or the time they are received by you or your agent, whichever is earlier. When you ask us to deliver Goods directly to another person, that person takes possession of the Goods for you as your agent. You shall provide suitable access for unloading a delivery of Goods and appropriate labour or mechanical means to unload the Goods (at your cost).
5.2 We will make every effort to ensure delivery of Goods is on time. However, we shall not be liable to you for any failure to deliver on a specified date or within a specified period, however that failure was caused.
5.3 Despite clause 4 above, risk in respect of the Goods shall pass to you on delivery in accordance with clause 5.1 above. You are responsible for insurance of the Goods from that time. 5.4 Without limiting the previous provisions of this clause 5, all claims for shortages or delivery damage must be made to the carrier and us within seven days after delivery.
6 Returns and cancellation
6.1 Goods may be returned for credit only if we have agreed in writing, and they are received by us at our premises where they were despatched from within seven days after delivery and in the same condition as they were delivered to you. Returned Goods must be sent at your expense, with a copy of the original packing slip or invoice. We may charge you a restocking fee (currently 10% of the cost of the Goods).
6.2 You may not cancel an order for Goods, wholly or partly, without our written consent. As a condition of giving our consent, we may require reimbursement of any costs(including materials, handling fees and labour) incurred by us in connection with the order up to the date of our consent.
6.3 In addition to our rights under clause 3.3(a) above, we may cancel or suspend an order for Goods, wholly or partly and without liability to you, in any of the circumstances set out in clause 3.6 above or if fulfilling the order becomes impractical or uneconomic due to any cause beyond our control.
7 Consumer Guarantees Act 1993
7.1 If the CGA applies, these Terms shall be read subject to your rights under the CGA.
7.2 Where you are acquiring the Goods for the purposes of a business (as provided in sections 2 and 43 of the CGA), the CGA shall not apply.
7.3 Where clause 7.2 above applies and you are acquiring the Goods for the purposes of resale, your terms of trade applying to the resale (and, if your customers acquire the Goods for the purposes of resale, their terms of trade and the terms of trade of each other person in your distribution chain) must include a provision having the same effect as that clause. You agree to indemnify us, on demand, against any liability under the CGA as a result of any failure by you, your customers or any other person in your distribution chain to include such a provision.