All orders are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by you including without limitation your standard conditions of purchase. No modifications of these Terms shall be binding upon unless made in writing by a director of ours.
Every acceptance by you of any quotation shall be deemed an offer by you to purchase Goods from us on the terms of the Quotation and will not be binding on us until we have given written acceptance of such offer to you.
You shall be responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information relating to the Goods with sufficient time to enable us to perform the Contract in accordance with its terms.
The Goods
The quantity, quality and description of and any Specification for the Goods shall be those set out in the Quotation or your order (if accepted by us).
If you require the goods to undergo testing in excess of that ordinarily carried out by us, then you shall notify us prior to placing an order. Such additional testing shall be the subject of a separate agreement between the parties and may include the recovery of our extra costs incurred.
Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by one of our Directors in writing. In entering the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.
Any advice or recommendations given by us or our employees or agents to you as the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
Pricing and Payment
Unless otherwise agreed in writing between us, the Price shall not include Delivery. The Price is exclusive of any VAT for which you shall be additionally liable.
Unless otherwise agreed in writing between us the Price shall not include packaging costs.
We shall be entitled to send the invoice for the Goods when the goods have been despatched or when they are ready for despatch but are prevented or delayed from being despatched due to Force Majuere. You shall pay any amount due in accordance with the Payment Terms by cash, cheque, credit card or BACS telegraphic transfer.
If you fail to make any payment within accordance with the Payment Terms then without prejudice to any other right or remedy available to us we shall be entitled to: – cancel the current Contract or suspend any further Delivered to you; and
- appropriate any payment made by you to any good supplied under any other contact between us as we may think fit;
- charge interest to accrue on a daily basis at the rate of 2% per month from which payment falls due to the actual date of payment such interest to be paid monthly; and
- demand payment of all outstanding balances from you whether due or not and/or cancel any outstanding orders and/or decline to make further Deliveries (under this or any other contract between us) except upon receipt of cash or satisfactory securities;
- recover the Price notwithstanding that Delivery may not have taken place and the property in the Goods has not yet been passed to you.
You shall not be entitled to withhold or set off payment for Goods for any reason whatsoever.
In addition to any right or lien to which we may by law be entitled we shall in the event of your insolvency or you failing to render payment for any Goods supplied by us when due be entitled to a general lien on all goods of yours in our possession for the unpaid price of any Goods sold and delivered by us under the same or any other contract.
In addition and without prejudice to our other rights we may on fourteen days’ notice to you sell any goods of yours on which we have a lien and shall be deemed your agent for the purposes of effecting such sale. We may apply the proceeds of sale towards the satisfaction of sums due from you without prejudice to our right to recover the balance thereof from you.
Deliveries
Any date or period set out in a Quotation or our acceptance of order or which is otherwise agreed by us and you for Delivery is approximate only and time shall not be of the essence for such Delivery. If we are prevented from delivering any Goods at the time provided for Delivery by Force Majeure the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by us to you as soon as reasonably practicable.
Subject to the above, should you fail to take delivery on or before the Delivery Date we shall be entitled:
- if we have not already done so to invoice such Goods forthwith and to take the invoice into account;
- to treat the Contract as repudiated by you and without prejudice to any other right we may have against you we shall be entitled to resell the Goods and shall be entitled to be indemnified by you for any Loss which we suffer.