Terms and Conditions
Britannia Mounts Company
Queens Square Business Park
Honley HD9 6QZ
Tel. +44 (0) 1484 668990
Fax. +44 (0) 1484 662222
Terms and Conditions
The adherents to these Conditions of Sale are referred to throughout as “the seller “and “ the Purchaser “. All transactions are between the Seller and the Purchaser as between Principal and Principal and are subject to the following conditions.
2. Variations of Conditions
Unless otherwise agreed in writing signed by a Director of the Seller goods are supplied by the Seller only on these Conditions and no variations of or addition thereto ( whether contained in any document emanating from the Purchaser or made orally by any person acting or purporting to act on behalf of the Seller ) shall have effect. Should any of these conditions conflict with any conditions stated in the Purchaser’s order these conditions shall prevail. The giving by the Purchaser of any delivery instructions for the goods or any part thereof, or the acceptance by the Purchaser of delivery of the goods or any part thereof, or any conduct by the Purchaser in confirmation of the transactions set out on the basis hereof after receipt by the Purchaser of this document shall constitute unqualified acceptance by the Purchaser of these Conditions.
No oral quotations will be binding on the Seller.
4. Passing of Property
a) In this clause the expressions “ goods “ shall mean any goods, material or other things supplied by the Seller whether in the form in which it was delivered or subjected to processing or further processing and whether or not it has been combined with any other material substance or thing. If goods the property of the Seller are admixed with goods the property of the Purchaser or are processed with or incorporated therein, the produce thereof shall become and/or shall be deemed to be the sole and exclusive property of the Seller. If goods the property of the Seller are admixed with goods the property of any person other than the Purchaser or are processed with or are incorporated therein, the produce thereof shall become and shall be deemed to be owned in common with that other person.
b) The property and any goods shall pass to the Purchaser when, and shall not pass to the Purchaser until, the Seller shall have been paid therefore together with the full price due to the Seller or any other goods the subject of any other Contract between the Seller and the Purchaser.
c) In the event of the Purchaser becoming insolvent having a receiver appointed of the whole or any part of its property compounding with his creditors of going into liquidation or in the event of payment for any goods be overdue then and in any such event it shall be lawful for the Seller, it’s Servants, Officer or Representatives to enter upon the premises of the Purchaser and recover possession of any goods of the Seller for which the Seller shall not have been paid and to take away such goods.
d) In the event of any goods being sold or otherwise disposed of by the Purchaser before the Seller shall have been paid for them in full, then the entire proceeds of sale thereof shall be held in trust for the Seller and shall not be mingled or its other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Sellers monies.
e) In the event of certain goods having been paid for by the Purchaser and other goods not having been so paid for the onus of proof shall be on the Purchasers to show that any goods remaining in its possession are goods for which it has paid.
f) This clause does not entitle the Purchaser to return the goods or to refuse to pay or delay payments on the grounds that the property has not yet passed neither shall it constitute any agency.
5. Passing of Risk
The risk in goods supplied overland shall pass to the purchaser on delivery to the Purchaser’s designated premises or to the carrier nominated by him (whichever shall first occur). The risk in goods supplied by sea or air transport shall pass to the Purchaser on delivery to the carrier nominated by the Purchaser, in which case the Seller will at the Purchaser’s written request, cost and risk arrange for the Purchaser’s express instructions as to transit and packaging for sea or air transport to be carried out.
6. Reasonable Tolerance and Notification of Specification
When the Purchaser orders goods from the Seller to a specification provided by the Purchaser such specification and any other particulars and information required by the Seller to manufacture the goods shall be provided by the Purchaser in good time to enable the Seller to effect despatch on the date stated in the Contract. In the event of the Purchaser failing to comply with this condition the Seller may at its option cancel the Contract in whole or in part by giving written notice thereof to the Purchaser. The Seller shall be entitled to a reasonable manufacturing tolerance in respect of any goods manufactured to a specification provided by the Purchaser.
7. Delivery by Instalments
If any order for goods is to be delivered by several instalments to the Purchaser, each such instalment shall be treated as a separate and identifiable contract and the rights of either party thereunder shall be construed accordingly, save only that the Seller may suspend delivery thereof whilst payment is overdue in respect of any previous instalment, such failure or defective delivery shall not affect the obligations of the parties under the Contract of which these Conditions form part in respect of any previous instalments, such failure or defective delivery shall not affect the obligations of the parties under the contract of which these conditions form part in respect of the other instalments.
8. Delay in Delivery
The Seller shall not be liable for any delay in delivery nor shall the Purchaser be released from any Contract unless the Seller gives a written undertaking refered to this Condition to be solely liable and then only subject to the provisions of all the other Conditions thereof.
The Seller shall be notified in writing of the non-receipt of any goods by the Purchaser of his nominated carrier within 5 working days of the invoice date, failing which the Seller shall be under no liability whatsoever to the Purchaser, who shall nevertheless hold the Seller indemnified against any loss arising or damage suffered through failure to inform the carriers or the insurers within the requested time limits. The Purchaser must notify the Seller of any alleged defect in or damage to the goods within 5 working days of actual receipt and thereafter shall be deemed to have accepted the goods in all respects. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the goods in question. If the goods are agreed by the Seller to be defective or faulty the Seller will ( at its option ) either rectify the defect or fault or replace any such goods, or credit the invoice value of the goods and such rectification or replacement or credit will be in full satisfaction of any claim by the Purchaser. Any damage to the goods shall be deemed to have occurred after delivery unless the Purchaser proves to the contrary. No claim respecting the goods may be made by the Purchaser if the goods have been mixed by the Purchaser with other goods or have been subjected to any manufacturing process by or on behalf of the Purchaser and any such goods shall be conclusively deemed to comply with the Contract.
10. Consequential Loss
In the event of any goods supplied by the Seller being alleged to the defective, the liability of the Seller shall in any event be confined to the actual goods which are defective and shall in no circumstances include or extend to consequential losses or damage. The Purchaser shall satisfy himself that the goods are suitable for any end use to which they are put.
11. Force Majeure
The seller shall not be liable for any failure to observe, or breach of any of the terms hereof by reason of acts of God, war, rights, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Governmental action, delay in delivery by the Sellers suppliers or any other cause whatsoever beyond its control in such circumstances except where goods are in transit either the Seller or the Purchaser may terminate the unperformed part of any contract of which these Conditions form part by notice in writing delivered to the other party hereto within 14 days of the Seller giving written notice to the Purchaser of the occurrence of such action or circumstances as makes the Seller fail to observe, or break the terms hereof.
12. Price Variations
The Seller shall be entitled to adjust the Purchase price of the goods whether before or after the making of the Contract to which these Conditions relate in the event of any variation in the cost to the Seller of supplying the goods, or any part thereof, caused by any reason whatsoever beyond the control of the Seller including ( without prejudice to the generality of the foregoing ) changes in Exchange Rates or the action of any Government or Authority. If the purchase price at the date of delivery shall be higher than at the date of confirmation of order, the Purchaser may within 7 days after receipt from the Seller of notice of the adjusted price and provided that the goods are not in transit, terminate the Contract to which these Conditions relate, with respect to such goods and/or all goods thereafter to be delivered under the terms hereof without further obligation or liability on the part of either party. Any increase in delivery charges imposed on the Seller after the date of confirmation of order shall be for the account of the Purchaser.
Any samples supplied to the Purchaser shall be accepted by the Purchaser as supplied solely for information and as in no way importing any express or implied conditions or warranties as to quality, description, colour, fitness, or merchantable quality of goods subsequently delivered and the Purchaser shall be deemed to have satisfied himself as to such matters prior to ordering the goods. Notwithstanding that any sample may have been produced to or supplied by the Seller all sales shall be sales by description only and not by sample.
The Seller shall have no responsibility whatsoever for any damage liability cost claim or expense suffered by the Purchaser or any third party through following any written recommendations made by the Seller made in good faith and belief that they are correct.
The Seller reserves the right to alter the specification of any goods without prior reference to the Purchaser, provided that the goods comply in all other known respects with the Purchaser’s requirements.
16. Quantity Variations
The Seller reserves the right to deliver against any order an excess of deficiency of up to 10% of weight, or volume ordered. The goods invoiced will be the weight or volume actually delivered. The Seller shall be entitled to deliver the total weight or volume of any Contract in containers of such varying weights and sizes as it may decide.
17. Sub-standard goods
Any goods sold as sub-standard shall be accepted by the Purchaser in their actual state and condition and no condition or warranty whether express or implied, whether statutory or otherwise will apply thereto.
18. Trade Marks/Patents
The supply of goods by the Seller shall not confer any right upon the Purchaser to use any of the Sellers trade marks without prior written consent of the Seller and at all times such trade marks shall remain the property of the Seller. In the event of the Seller accepting instructions to produce goods to a specification not forming part of its own range of specifications, then the Purchaser warrants to the Seller that any patent rights in such goods are the property of the Purchaser or that he is licensed under them. The Purchaser shall indemnify and keep indemnified the Seller from and against all claims demands damages and expenses incurred by the Seller arising out of any infringement or alleged infringement of patents in respect of goods produced to such specifications as aforesaid.
The Purchaser shall not, without the Sellers prior written consent, assign or transfer or purport to assign or transfer the Contract to which these Conditions relate or the benefit thereof to any other person whomsoever.
No indulgence or forbearance extended to the Purchaser shall limit or prejudice any right or claim available to the Seller.
If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with it’s creditors or if being an incorporated company shall have a Receiver appointed or shall pass a resolution for winding-up or a Court shall make an Order to that effect, or if not being an incorporated company, shall have a receiving order made against it or if there shall be any breach by the Purchaser of any of the Terms and Conditions hereof, the Seller may defer or cancel any further deliveries and treat any contract of which these conditions form part as determined but without prejudice to its right to any unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof.
22. Third Party Claims
In the event that the Purchaser shall have disposed whether directly or indirectly of any goods supplied by the Seller to any third party and it shall be alleged that the said goods are in any way defective then the Seller shall have the right to negotiate with such third party and provided any settlement concluded with the said third party shall included a term that neither the Purchaser nor any person deriving title under him shall be under liability to the aid third party any such settlement shall be binding upon the Purchaser who shall have no further remedy against the Seller in respect of the said goods.
23. Notification of Proceedings
In the event of any proceedings being instituted or threatened against the Purchaser in respect of goods supplied by the Seller which the Purchaser may allege were defective, then unless the Purchaser informs the Seller in writing forthwith of such threat or institutions as aforesaid, the Seller shall have no liability to the Purchaser in respect of any damages, costs or expenses sustained by the Purchaser in any way arising out of such proceedings. The Seller shall be entitled to assume the conduct of such proceedings on behalf of the Purchaser but at its own cost and in the event of the Seller so requiring, the Purchaser shall be deemed by these Conditions to have appointed the Seller Its Attorney for such purpose.
In the case of any dispute or difference arising between the Seller and the Purchaser to the construction of the contract or the rights, duties or obligations of either paty hereunder or any matter arising out of or concerning the same, every such dispute or matter of difference shall at the option of the Seller be referred to a single arbitrator in case the parties can agree upon one, otherwise to the same person appointed by the Tribunal of Arbitration of the Mid-Yorkshire Chamber of Commerce and in either case in accordance with and subject to the provision of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.
25. Terms of Payment and Interest
Payment shall be made by the Purchaser in the way indicated in the Sellers confirmation of of Order, or in the case of Home Trade, net. 30 days from invoice date, or earlier if demanded by the Seller.
The Seller reserves the right to charge interest on any monies not paid on due date following delivery at 3% per annum over Yorkshire Bank PLC base lending rate applicable from time to time.
26. Currency of Account
The currency of account shall be that stipulated in the Sellers quotation.
27. Proper Law
These Conditions and any Contract subject thereto shall be construed in all respects in accordance with the laws of England.
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