Terms and Conditions

TERMS AND CONDITIONS OF SALE

1. (a) The terms conditions & warranties contained in the sellers catalogue price list and/or confirmation of order shall constitute the whole of the contract between the Buyers and the sellers.

(b) No contract shall become binding on the sellers until a written acknowledgement of order has been sent to the Buyers.

2. The samples measurements dimensions and weights contained in the Sellers catalogues price lists brochures quotations and tenders constitute only an approximate guide. The Sellers reserve the right to make any changes which they in their absolute discretion consider necessary.

3. (a) Unless the Buyers give notice in writing to the Sellers or their Agents of any defects (other than defects caused by damage in transport) complained of in any goods within 7 days after receiving the same the Buyers shall be deemed to accept the goods as having been delivered in all respects in accordance with contract and shall have no further right to reject the goods or recover any compensation therefore. Where defects are caused by damage in transit such 7 days shall be abridged to 4 days only from receipt of the goods by the Buyers. The aforementioned notice in writing shall have no effect unless it specifies the alleged defects and the Sellers are given a reasonable opportunity of inspecting the same. Damaged goods must be retained for inspection.

(b) The limit of the Sellers liability hereunder for any breach of the terms of this contract whether as damages or otherwise shall be the total price in the Buyers premises of undelivered defective or rejected goods. The Sellers shall not be liable for any loss or damage whatsoever direct indirect or consequential of whatever nature arising out of any defect in any goods sold unless such loss or damage is caused by the negligent act or omission or willful default of the Sellers.

(c) If any goods sold shall have been subjected to any process of manufacture after delivery by the Buyers then the Buyers shall be deemed to have accepted such goods as being in all respects in accordance with contract.

4. Unless otherwise agreed between the parties in writing all prices which are exclusive from Value Added Tax shall be in accordance with those set out in the Sellers Acknowledgement of Order and save as set out therein any additional charges such as the cost of loading carriage and insurance fees for export import and other permits and certificates and all taxes and customs duties shall be borne by the Buyers.

5. If the Buyers do not receive any invoiced goods within 14 days of invoice they shall immediately notify in writing the Sellers of such non-receipt.  Should the Buyers fail to do notify the Sellers the Sellers shall not be liable for non delivery of the Goods and the Buyers shall be liable to the Sellers for any loss or damage they may suffer in consequence of their resultant omission to notify their carriers or insurers of the non-arrival of the goods.

6. (a) The Sellers shall have no liability to the event on non-delivery or delay in the delivery of the whole or any portion of the Goods caused directly or indirectly by act of God elements, war, act of Government, strikes or lockouts, fire, flood, breakdown of machinery, non-delivery or delay in delivery by the Sellers suppliers or the goods or materials required therefore failure of the Sellers contractors to execute or their delay in executing any work on the Goods or any other cause (whether or not ejusdem generis to the foregoing) beyond the Sellers control.  In the event of any delay in delivery due to any of the aforesaid causes the time for delivery shall be extended to the extent of the delay caused although if such time exceeds 6 months the Sellers may cancel the undelivered portion of the contract by notice in writing.

(b) In the case of Goods ordered by the Buyers

to be delivered when required by the Buyers, such Goods must be delivered within 3 months after the date of the Sellers Confirmation of Order failing which the Sellers may cancel the undelivered portion of the Contract by notice in writing.

7. Delivery dates in any contract are not essential and the Sellers shall be entitled to delivery within 90 days after such dates.

8. Each delivery shall operate as a separate contract.  Should the Buyers fail to pay on the due date the price of any delivery the Sellers shall be entitled to suspend further deliveries until payment or to vary by notice in writing of immediate effect the terms if any as to credit specified in the contract or in any other contract subsisting between the Sellers and the Buyers or any company associated with or subsidiary thereto in such manner as they may in their absolute discretion determine or to treat the contract as wrongfully repudiated by the Buyers without prejudice to their right to payment for any goods delivered and to damages for the Buyers breach of contract. The Sellers shall be entitled to interest on any unpaid purchase price from due date until payment at the rate of 3% per annum above the National Westminster Bank PLC base rate.

9. (a) Notwithstanding delivery (at which time the risk in the goods the subject matter of this contract (“The Goods”) shall pass to the Buyers) the property in the Goods shall not pass to the Buyers until the Buyers have paid in full the price of the goods.

(b) Furthermore the property in the Goods shall not pass to the Buyers unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyers and the Sellers has been paid. Such price and the price of the Goods shall hereinafter together be called “the Value” and shall where the context so permits include in addition thereto any cost of repossession hereof incurred pursuant to paragraph (iv) of Clause (c).

(c) Until the value has been received by the Sellers the Buyers will hold the Goods as bailees on behalf of the Sellers and the Buyers hereby acknowledge that there shall accordingly subsist a fiduciary relationship in respect of the Goods between the Buyers and the Sellers Subject thereto:

(i) The Buyers will store the Goods on their premises separately from their own goods or those of any other person in such a way that they can be readily identified as the goods of the Sellers.

(ii) Until payment as aforesaid the Buyers will take all necessary measures for the protection the Goods including the insurance thereof against all usual risks with an insurance company approved by the Sellers for the full replacement value of the Goods. The Buyers will procure that the interest of the Sellers is noted upon any policy of insurance effected pursuant hereto and that a copy of the same is supplied to the Sellers on the creation thereof;

(iii) The Buyers are authorised by the Sellers to agree to sell on the goods at a price which shall nevertheless be no less that the purchase price of the Goods hereunder subject to the express condition that the entire proceeds thereof are held in trust for the Sellers and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Sellers money. The Buyers shall keep records (to be produced to the Sellers whenever required) of the name and address of any sub-purchaser and the date and contract price of each delivery and shall if the Seller so require in writing assign such claims as the Buyers have against such sub-purchasers as emanate from this transaction;

(iv) The Sellers may at any time, if payment is overdue in whole or in part without prejudice to any other right arising pursuant to or consequent upon this Agreement for the purpose of recovery of the Goods enter upon any premises where the Goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Sellers in connection with such recovery shall be paid by the Buyers.

(v) It is declared for the avoidance of doubt without prejudice to the generality of the foregoing that the Sellers may recover the Goods and payment shall become due in accordance with paragraph (v) of this Clause if;

(a) The Buyers do or fail to do anything which would entitle a Receiver to take possession of any of their assets or which would entitle any person to present a petition to wind up the Buyers; and/or

(b) The buyers pass any resolution to wind themselves up or publish a notice convening a meeting of the creditors pursuant to section 293 of the Companies Act 1948 or any statutory modification or replacement there of; and or.

(c) The Buyers if an individual commit an available act of bankruptcy or enter into any arrangement for the benefit of their creditors generally.

(d) The Buyers May admix the goods with other property not belonging to the Sellers. However if goods the property of the Sellers are admixed with goods the property of the Buyers or are processed with or incorporated with or incorporated therein the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Sellers. If goods the property of the Sellers are admixed with Goods the property of any person other than the Buyers or are processed with or incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other person.

The provisions of Paragraph (111) of Clause (c) hereof shall apply mutatis mutandis to the proceeds of sale of any product referred to in Paragraph (1) of this Clause.

(e)Each of the preceding Clauses and sub-paragraphs shall be construed and shall take effect separately and in the event of one or more such Clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining Clauses or sub-paragraphs.

10. If the Buyers become insolvent or are subject to receiving Order or being a Limited Company pass into liquidation (except for the purposes of reconstruction or amalgamation) the contract shall thereupon determine without prejudice to the Sellers right to payment of the price of delivered goods and damages they might suffer in consequence of such determination notwithstanding that such determination may have been implemented by the Sellers.

11. The rights of the Sellers shall not be prejudice or restricted by any indulgence or forbearance extended to Buyers and no waiver of any breach shall operate as a waiver of any subsequent breach.

12. The Buyers shall not assign their rights hereunder without the prior written consent of the Sellers.

13. This contract shall be construed in accordance with the Laws of England and the Courts of England shall have jurisdiction thereover.

14. No variation of these forms shall bind the Sellers unless it is confirmed by the Sellers in writing under the hand of Director of Sellers and in particular no Agent of the Sellers shall have power to vary these Conditions unless such variation is confirmed as aforesaid .

15. The Buyers hereby agree that if any of the above terms or conditions conflict with any term or condition or provision in the Buyers Conditions of Purchase (if any) the Sellers Conditions of Sale shall prevail in the event of any dispute unless otherwise specifically agreed hereafter in writing.

Maidaid-Halcyon,

The Engine Shed,

Top Station Road, Brackley, Northamptonshire, NN13 7UG