Commercial Terms & Conditions

1. Price

• 1.1. The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
• 1.2. Our quotations lapse after 30 days (unless otherwise stated).
• 1.3. The price quoted excludes delivery (unless otherwise stated).
• 1.4. Rates of tax and duties on the goods will be those applying at the time of delivery.
• 1.5. At any time before delivery we may, by giving you notice in writing before delivery, adjust the price to reflect any increase in our costs of supplying the goods.

2. Delivery

• 1.1. The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
• 1.2. Our quotations lapse after 30 days (unless otherwise stated).
• 1.3. The price quoted excludes delivery (unless otherwise stated).
• 1.4. Rates of tax and duties on the goods will be those applying at the time of delivery.
• 1.5. At any time before delivery we may, by giving you notice in writing before delivery, adjust the price to reflect any increase in our costs of supplying the goods.

3. Delivery & Safety

• 3.1. We may decline to deliver if:
• 3.1.1. we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
• 3.1.2. the premises (or the access to them) are unsuitable for our vehicle.

4. Risk

• 4.1. The goods are at your risk from the time of delivery.
• 4.2. Delivery takes place either:
• 4.2.1. at our premises (if you are collecting them or arranging carriage); or
• 4.2.2. at your premises (if we are arranging carriage).
• 4.3. You must inspect the goods for apparent damage on, or immediately after, delivery. If any goods are damaged (or not delivered), you must write to tell us, immediately at the time of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.

5. Payment Terms

• 5.1. You are to pay us in cash or cleared funds with your order, unless you have an approved credit account.
• 5.2. If you have an approved credit account, payment is due as stated in the terms of your credit account. If no due date is stated, payment is due on invoice.
• 5.3. If you fail to pay us in full on the due date:
• 5.3.1. we may suspend or cancel future deliveries;
• 5.3.2. we may cancel any discount offered to you;
• 5.3.3. you must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998:
• a. calculated (on a daily basis) from the date of our invoice until payment;
• b. compounded on the first day of each calendar month; and
• c. before and after any judgement (unless the court orders otherwise).
• 5.4. If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
• 5.5. You do not have the right to set off any money you may claim from us against anything you may owe us.
• 5.6. You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms

6. Title

• 6.1. Until you pay all debts you may owe us:
• 6.1.1. all goods supplied by us remain our property;
• 6.1.2. you must store them so that they are clearly identifiable as our property;
• 6.1.3. you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
• 6.1.4. you may use those goods and sell them in the ordinary course of your business, but not if:
• a. we revoke that right (by informing you in writing); or
• b. you become insolvent.
• 6.2. You must inform us (in writing) immediately if you become insolvent.
• 6.3. If your right to use and sell the goods ends you must allow us to remove the goods.
• 6.4. We have your permission to enter any premises where the goods may be stored:
• 6.4.1. at any time, to inspect them; and
• 6.4.2. after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
• 6.5. Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
• 6.6. You are not our agent. You have no authority to make any contract on our behalf or in our name.

7. Warranties

• 7.1. We warrant that the goods:
• 7.1.1. comply with their description on our delivery advice note; and
• 7.1.2. are checked to the best of our ability to ensure their freedom from material defect at the time of delivery (as long as you comply with clause 7.3).
• 7.2. We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
• 7.3. If you believe that we have delivered goods which are defective in materials or workmanship, you must:
• 7.3.1. inform us (in writing), with full details, immediately; and
• 7.3.2. allow us to investigate (we may need access to your premises and product samples).
• 7.4. If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with those conditions (in clause 7.3) in full, we will (at our option) replace the goods or refund the price.
• 7.5. We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
• 7.6. We are not liable to you (from any one single cause) for damage to property caused by our negligence.
• 7.7. For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
• 7.8. If any part of the goods is manufactured by somebody else, or if any process applied to the goods is carried out by somebody else, then our liability to you for defects in that part or that process is limited to the value of that person’s liability to us for the defect.
• 7.9. Nothing in these terms enforces any liability for death or personal injury resulting from negligence.

8. Specification

• 8.1. If you assemble the goods, you must do so according to the relevant specification manual.
• 8.2. We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform to any applicable safety or other statutory requirements.
• 8.3. We also reserve the right to make without notice any minor modifications in our specifications we think necessary or desirable.

9. Returns / Cancellations

• 9.1. We do not offer any returns or cancellations under any circumstances.

10. Waiver & Variations

• 10.1. Any waiver or variation of these terms is binding in honour only unless:
• 10.1.1. made (or recorded) in writing;
• 10.1.2. signed on behalf of each party; and
• 10.1.3. expressly stating an intention to vary these terms.
• 10.2. All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

11. Force Majeure

• 11.1. If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
• 11.2. Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

12. General

• 12.1. English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
• 12.2. If you are more than one person, each of you has joint and several obligations under these terms.
• 12.3. If any of these terms are unenforceable as drafted:
• 12.3.1. it will not affect the enforceability of any other of these terms; and
• 12.3.2. if it would be enforceable if amended, it will be treated as so amended.
• 12.4. We may treat you as insolvent if:
• 12.4.1. you are unable to pay your debts as they fall due; or
• 12.4.2. you (or any item of your property) become the subject of:
• a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
• b. any application or proposal for any formal insolvency procedure; or
• c. any application, procedure or proposal overseas with similar effect or purpose.
• 12.5. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
• 12.6. Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
• 12.7. No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
• 12.8. The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
• 12.8.1. contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
• 12.8.2. which expressly state that you may rely on them when entering into the contract.