Contracts and orders can only be accepted upon and subject to our Conditions of Sale as set out hereunder. Where the Purchaser’s written conditions and warranties conflict with these conditions, the Company’s conditions shall prevail unless otherwise specifically agreed in writing.
2. TERMS OF PAYMENT
Terms of payment are strictly net monthly account, that is payment on or before the end of the month following the month during which the invoice is dated. The company shall have the right in its absolute discretion following non-observance of the above payment terms, and notwithstanding any contract the Purchaser may have made with a third party, to terminate without notice any agreement to make supplies to any person or to refuse or limit the amount of credit to be given to any person and to withhold supplies from any person.
3. ALTERATION TO PRICES AND TERMS
The Company reserves the absolute right at any time to alter any of its selling prices and to alter the terms which it allows to any Purchaser without any notice whatsoever, In respect of goods delivered after any such change of price or change of terms the price charged or terms, applicable shall be those current at the date of dispatch of the goods. Subject thereto the Company will make every endeavor to give forward notice of any alternation of selling prices.
4. RETENTION OF TITLE
a) Notwithstanding delivery and the passing of risk in any and all goods supplied by the Company, or any other provision of these Conditions, the property in the goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of goods and all other goods agreed to be sold by the company to the Purchaser for which payment is then due.
b) Until such time as the property in the goods passes to the Purchaser, the Purchaser shall hold the goods as the Company’s fiduciary agent and bailee and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the company’s property. Until that time the Purchaser shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Purchaser and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
c) Until such time as the property in the goods passes to the purchaser (and provided the goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser or any third party where the goods are stored and repossess the goods.
d) The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company but if the Purchaser does so all monies owing by the Purchaser to the company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
5. DELAY IN DELIVERY
Orders will be dispatched as quickly as possible having due consideration to any quoted delivery dates but so long as any circumstances whatsoever may prevent hinder or delay delivery the Company shall not be bound to make delivery of any goods which it may of contracted to sell or supply and the Company shall not be liable for any consequential loss or damage or in any manner whatsoever for failure or delay in delivery when so prevented hindered or delay. Any purported agreement as to the time for delivery of goods (whether written or oral) shall be treated as no more than the parties’ expression of such intention as to such and time will not be of the essence of any such purported agreement.
a) From the time of receipt by the Purchaser until such time as payment shall be made for the goods the goods shall be at the risk of the Purchaser and any loss of or damage to or deterioration of the goods from any cause whatsoever other than negligence of the Company shall be the responsibility of and be borne by the Purchaser.
b) In the event of negligence by the Company being established the liability of the Company for such loss or damage mentioned in sub-clause (a) above shall be limited to the invoice value of the goods save where such loss results from personal injury or death.
a) All conditions and warranties whatsoever as to the quality and fitness for any particular purpose of the goods supplied whether statutory or otherwise are hereby expressly excluded by every care will be taken to ensure that goods supplied will conform to the Company’s standards or to specification (within the limits of reasonable commercial accuracy).
b) In the event of the Company recognizing that the goods supplied do not conform to the Company’s standards or to specification (within the limits of reasonable commercial accuracy) the Company will in assessing the value of any allowance or replacement which it may agree to make have regard to the extent and the nature of the defect, the information given by the Purchaser as to the application of the goods, the service which the goods may already have given and all other circumstance of the case, but in any event the Company’s maximum liability in all cases shall be limited to the invoice value of the goods supplied.
c) Where the Purchaser inspects goods at the time of delivery or where no complaint about the quality of the goods is made within24 hours of delivery, the Purchaser should be taken to have inspected, approved and accepted the goods.
d) The Company accepts no liability for consequential loss of or damage to property, which is attributed to the failure of the goods supplied (whether or not the Company is the manufacturer of the goods) whether due to accident, abuse, and incorrect technical assessment by the Company or its representatives or for any other reason whatsoever.
Any indulgence granted by the Company to a Purchaser or any waiver by the Company of its rights under these conditions in respect of any particular transaction or series of transactions shall not be deemed to be a waiver of the Company’s rights in respect of any further transactions nor to be an agreement to confer the same indulgence in respect of any subsequent transactions.