Conditions of Sale
(1) “The Company” refers to Pland Stainless Limited and “The Customer” means the person, firm or company to whom a quotation is addressed or whose order is accepted by the Company and “the goods” means the goods the subject of such quotation or order.
(2) All prices quoted by the Company are based upon these Conditions of Sale and reflect the limitations upon the Company’s liability which they contain. Should any Customer wish to contract with the Company otherwise than on the terms of such Conditions of Sale special arrangements can be made and a revised price quoted by the Company.
(3) In the absence of any such special arrangement (which shall not bind the Company unless made in writing and signed on the Company’s behalf by a person duly authorised for that purpose) all quotations given and all contracts made by the Company and any additions or amendments thereto shall be subject to these Conditions of Sale which supersede and shall be taken to override any terms or conditions proposed or stipulated by the Customer.
(4) No agent or salesman of the Company has authority to give any guarantee or warranty on behalf of the Company or to transact business other than on the unamended terms of these Conditions of Sale.
2. LIMITS OF CONTRACT
No binding contract is created until an order is accepted by the Company and all prior correspondence or oral communications are to be regarded as superseded and not forming part of the contract. Prices quoted are subject to revision for errors and omissions at any time.
The term “agent” as applied to those persons, firms or companies either in the United Kingdom or elsewhere with whom the Company has made arrangements for the sale of its goods is a nominal one and indicates only that they are local representatives appointed for the convenience of Customers and through whom enquiries or orders may be received and dealt with by the Company. They are not authorised by the Company to incur any liability, give any guarantee or warranty, make any representations or transact any business whatsoever on behalf of the Company other than the offering for sale of the Company’s goods upon the terms of these conditions.
4. TECHNICAL DATA
All drawings, descriptive matter, price lists or advertisements, whether or not supplied with this quotation or tender are approximate only and intended merely to give a general idea of the goods described therein and shall not form any part of the contract. The Company offers its designs for the Customer’s approval. Unless supplied or approved by the Company it undertakes no responsibility for sites or foundations, or for any framework or support, or for compliance with any local bye-laws or statutory regulations or for the fulfilment of any special requirements which the Customer may be bound to observe or fulfil.
5. TITLE & PASSING OF PROPERTY
The implied undertakings as to title etc. set out in the Sales of Goods Act shall be express terms of the contract between the Company and the Customer.
(1) The goods shall remain the sole and absolute property of the Company until such time as the Customer shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.
(2) The Customer acknowledges that the Customer is in possession of goods solely as bailee for the Company until such time as the full price thereof is paid to the Company together with the full price of any other goods the subject of any other contract with the Company.
(3) Until such a time as the Customer becomes owner of the goods, the Customer will store them on his premises separately from the Customer’s own goods or those of any other person and in a manner which make them readily identifiable as the goods of the Company.
(4) The Customer’s right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy or if he, being a Company does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would enable any person to present a petition for winding-up. The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(5) Subject to the terms hereof the Customer is licensed by the Company to agree to sell the Company’s goods, subject to the express condition that such an agreement to sell shall take place as agents and bailees for the Company whether the Customer sells on his own account or not and that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies and shall at all times be identifiable as the Company’s monies.
(6) If the Customer has not received the proceeds of any such sale, he will upon being called upon so to do by the Company, within seven days thereof assign to the Company all rights against the person or persons to whom the Customer has supplied the goods.
(1) Unless a quotation or tender has been submitted the price of the goods shall be the price ruling at the date of despatch notwithstanding any price specified in any order or order acceptance.
(2) If a quotation or tender has been submitted by the Company it will accept orders which are received within the time limit specified therein at the price stated in that quotation or tender.
(3) The price of the goods shall be subject to the addition of Value Added and other taxes and the cost of any special packing required by the Customer.
(4) Any increase of costs or expenses arising from any act or omission or any special requirements of the Customer or any modifications made at the Customer’s request may, at the Company’s option be charged to the Customer.
(5) All prices quoted are Pounds Sterling.
7. VARIATIONS TO SPECIFICATIONS
The Company reserves the right to constantly review its products and to alter and improve the specifications or dimensions of the components or materials used and to substitute other components or materials of a similar strength, specification, dimension or quality, either when the components or materials specified are not readily available or the Company considers that the substitute components or materials are a reasonable alternative or improvement to the components or materials specified.
(1) Any time or date for the despatch or delivery of goods or for the completion of work whether specified in the Company’s quotation or otherwise given by the Company shall be taken as an estimate made by the Company in good faith but shall not be binding upon the Company either as a term of the contract or otherwise. In no circumstances shall the Company be liable for any loss or damage sustained by the Customer in consequence of failure to deliver within such time or by such date or in consequence of any other delay in delivery however caused.
(2) Unless otherwise agreed in writing delivery shall be deemed to have taken place when the goods have been made available for collection at the Company’s premises. Subject to 8.(4) the risk in the goods shall pass to the Customer upon delivery. The Standard Incoterm applicable to Export Sales is “Ex Works” as defined by the relevant International Chamber of Commerce publication in force on the date of the Company’s Invoice.
(3) The Company may deliver the goods in instalments and invoice the Customer as if each instalment comprised a separate contract upon the terms of these Conditions of Sale. The Company reserves the right to make deliveries/and or services by instalments and to render a separate invoice in respect of each such instalment. If the Company exercises its right to make deliveries/and or services in accordance with the above, then any delay in the provision of such deliveries/and or services, or failure to deliver any further instalment or instalments, shall not entitle the Customer to reject the Contract or the delivery/service of any other instalment or to withhold payment in respect of any instalment previously delivered/serviced.
(4) If delivery of the goods is delayed through any act or omission of the Customer, the Company may put the goods into storage at the Customer’s risk and expense.
(5) The Company will endeavour to provide same day despatch of all ex-stock products providing any order is receipted into its Sales Office by 1pm on any working day. It is the responsibility of the Customer to confirm stock availability with the Company beforehand if relying on this timescale.
(6) All mainland UK orders not exceeding £200 in value (net of value added and other applicable taxes) will be subject to a small order surcharge of £15 plus value added and other applicable taxes to cover administration and delivery charges. In some circumstances this will be waived if the Customer obtains prior agreement to collect from the Company depot. Non UK Mainland deliveries will incur a £25.00 small order surcharge on all orders not exceeding £350 in value.
9. LOSS OR DAMAGE IN TRANSIT
(1) The Company shall not in any event be liable for any loss of or damage to the goods whilst in transit unless written notice thereof is given to the Company by the Customer (a) in the case of loss from or damage to goods delivered to the customer within 24 hours of delivery and in addition the Customer must indicate in writing on the Company’s copy of the delivery note, the nature of the loss or damage complained of or (b) in writing on the Company’s copy of the Delivery Note, the nature of the loss of damage complained of or (c) in the case of goods not delivered within 3 days of the date upon which the Customer is notified that the goods have been consigned for delivery. Provided that if the customer proves (i) that it was not reasonably possible for him to give such notice to the Company within the appropriate period and (ii) that notice was given within a reasonable time the Company shall not be entitled to rely on the time limits stipulated by this Condition.
(2) The Company shall not in any event be liable for any loss of or damage to the goods where the goods are transported by an outside freight carrier unless the Customer has complied in all respects with the freight carrier’s conditions of carriage for notifying claims for loss or damage in transit.
(3) Any liability which the Company may incur for loss of or damage to the goods whilst in transit shall in no case exceed the invoice value of the goods and in no circumstances shall the Company be liable for any indirect or consequential loss however caused.
(1) Unless otherwise agreed in writing, all accounts shall be paid net 30 days following the date of the Company’s invoice.
(2) The Company shall be entitled to charge interest on all overdue accounts at statutory interest on the outstanding balance.
(1) In instances where the product is no longer required the Company will accept returns of items within three months from date of invoice provided these have not been ordered and manufactured to specific requirements. An upper limit of £5,000 applies when considering re-stocking of any products. When products are returned within the specified period, depending on the type of product, a minimum re-stocking charge will be applied of 25% which may rise to 75%. The Customer should confirm the re-stocking percentage to be applied to the product prior to returning items to the Company. Goods returned damaged without prior notification will not be re-stocked but will be quarantined for collection by the Customer. These will be held for a maximum of three months before being disposed of.
12. SUSPENSION OR CANCELLATION OF DELIVERIES
(1) If the Customer shall fail to pay to the Company on the due date any sum payable hereunder, or shall have a receiving order in bankruptcy made against him or make arrangement with his creditors, or being a body corporate shall have a receiver appointed or if any order shall be made or any resolution passed for winding-up the same, the Company may, without prejudice to its other rights, demand immediate payment by the Customer of all unpaid accounts and suspend further deliveries and cancel this and any other contract between the Company and the Customer without liability attaching to the Company in respect of such suspension or cancellation and debit the Customer with any loss sustained thereby.
(2) If the Customer cancels his order the Company shall be entitled to recover any loss sustained thereby from him.
The Company undertakes to repair or replace, at the option of the Company, any goods which are shown to be defective in materials or workmanship within twelve months of delivery. Provided that the Company shall be under no liability under the said guarantee if (a) the Customer has not paid in full for the goods or (b) the Customer has executed or attempted to execute repairs or alterations to the goods which are not authorised by the Company or has failed in any other respect to adhere strictly to the terms hereof or (c) the Company has not been notified of any defect within one month of the defect becoming apparent.
14. EXCLUSION OF LIABILITY
(1) The Company’s guarantee is provided by the Company and accepted by the Customer in substitution for all express or implied representations, conditions and warranties statutory or otherwise as to (a) the state, quality, fitness for purpose or performance of the goods and (b) the standard of the Company’s workmanship and the state, quality, fitness or performance of any materials used in connection therewith all such representations, conditions and warranties are hereby expressly excluded.
(2) Except for any liability which it may incur for death or personal injury resulting from negligence the Company shall not be liable in any manner whatsoever whether in contract, in tort, in misrepresentation or otherwise for any consequential or other loss, damage or injury however caused which may arise out of or in connection with the supply of goods to or the execution of any work for the Customer (including goods supplied and work executed under the said guarantee).
The Company shall have a general lien in respect of all sum due from the Customer upon all goods to be supplied to such customer or upon which work has been done on the Customer’s behalf and, upon 14 days written notice to the Customer, may sell such goods and apply the proceeds towards to satisfaction of the sums due to the Company.
16. FORCE MAJEURE
If the performance of the contract by the Company shall be delayed by any circumstances or conditions beyond the control of the Company the Company shall have the right at its option (a) to suspend further performance of the contract until such time as the cause of the delay shall no longer be present or (b) to be discharged from further performance of and liability under the contract and if the Company exercises such right the Customer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the Company.
If any condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof was deleted any such condition shall apply with such modifications as may be necessary to make it valid and effective.
18.”DEALS AS CONSUMER”
Nothing in these Conditions shall affect the statutory rights of a Customer who in relation to the Company “deals as consumer” as defined in Section 12 of the Unfair Contract Terms Act or any amendment or modification thereof.
19. LEGAL CONSTRUCTION
This contract shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.
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