CONDITIONS OF SALE
In these conditions, unless the context requires otherwise;
‘Purchaser’, means the company, firm, body or person purchasing the goods.
‘Goods’ means the subject matter of the content including (but not limited to) raw materials, finished or semi- finished or articles, machinery, parts spares commodities etc, and whether one or a number of items whether or not identical or similar. ‘Order’ means a purchase order in respect of the Goods issued by the Purchaser to the Seller on the Purchasers officer purchase order form, together with all documents referred to in it.
‘Seller’ means, St Helens Plant Ltd, (Reg – 5159111)
1.1 A contract (‘Contract’) will only come into being, upon acceptance by the Seller of the Order and the following conditions shall be deemed to be incorporated in the contract.
1.2 The contract shall be subject to these conditions. All terms and conditions appearing or referred to in the order or otherwise stipulated by the Purchaser shall have no effect. Any variation of the contract must be confirmed in writing by the seller.
1.3 Where goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
2. Quotations, estimations and adverts are only invitations to treat and do not constitute an offer, the Seller reserving the right to withdraw or amend them at any time prior to the Sellers acceptance in writing of the Purchasers order.
3. Every effort will be made to keep dates given, but the Seller accepts no liability in case of failure to do so and time is not of the essence, of delivery or performance unless an express guarantee in writing has been given to effect delivery by a specified time – stating that such time is of the essence.
4. If the Purchaser refuses or fails to take delivery of goods tendered in accordance with the Contract, the Seller shall be entitled to immediate payment for the Goods so tendered. The Seller shall be entitled to store at the risk of the Purchaser any goods which the Purchaser refuses and fails to take delivery. The Purchaser shall pay the cost of such storage and any additional costs incurred including carriage. Refusal by the Purchaser to take deliver will relive the Seller from the obligation to make further deliveries without prejudice to the Sellers rights to recover damages for such refusal.
5. Goods shall be deemed to have been delivered complete in accordance with advice note. Undamaged, in good with condition and to Purchasers satisfaction, unless Seller receives written notice to the contrary within 7 working days (3 weeks in the case of overseas sale) after delivery to the Purchaser. If the Seller is then satisfied that the Goods where delivered incomplete, damaged or defective, the Seller will make good the delivery (any replacements nearly as possible identical and of equal quantity) but with no liability.
6. Small deviations and variations from particulars of goods shall not give rise to any claims.
7.1 Unless the Contract otherwise stipulates, the risk in the goods passes to the Purchaser when the Goods are dispatched from the Sellers works, and the Seller accepts no responsibility for any damage or loss in transit. Claims for damage and loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage and loss in transit should be complied with.
7.2 Where the contact provides for delivery elsewhere than the Sellers works, risk will pass at the point specified in the Contract and the Seller will entertain a claim by the Purchaser in respect of loss or damage in transit only if the purchaser;
7.2.1 Gives written notice to the Seller within 21 days of non-delivery or within 7 days of delivery of the Goods in any other case, and;
7.2.2 Where the goods are transported by an independent freight carrier, complies in all respect of the freight carriers conditions of carriage for notifying claims for loss or damage in transit.
8.1 Notwithstanding that risk to the Goods shall pass to the Purchaser in accordance with clause 7, title to the Goods whether (separate an identifiable or incorporated in or mixed with other Goods) shall remain with the Seller until payment in full has been received by the Seller;
8.1.1 for those Goods
8.1.2 for any other Goods supplied by the Seller
8.1.3 of any other monies due from the Purchaser to the Seller on any account.
8.2 Until title to the Goods passes to the Purchaser under clause 8, the Purchaser shall keep the goods separately and readily identifiable as the property of the Seller.
8.3 Any resale by the Purchaser of Goods in which property has not passed to the Purchaser shall (as between the Seller and the Purchaser only) be made by the Purchaser as agent for the Seller.
8.4 Goods shall be deemed sold or used in the order delivered to the Purchaser.
8.5 At any time before title to the Goods passes to the Purchaser (whether or not any payment to the Seller is then overdue or the Purchaser is otherwise in breach of any obligation to the Seller) the Seller (may without prejudice to any other of its rights);
8.5.1 Re-take possession of all or any part of the Goods or enter any premises for that purpose (or authorise others to do so) which the Purchaser hereby authorises.
8.5.2 Require delivery of up to it or all or any part of the Goods.
8.6 The Seller may, at any time, appropriate sums received from the Purchaser as it thinks fit, notwithstanding any purported appropriation by the Purchaser.
8.7 Each clause of this clause 8 is separate, severable and distinct and, accordingly. In the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and in effect.
9. Prices quoted are ex-works unless otherwise stated and are those then currently ruling. In the event of any alteration in price by date of dispatch, price quoted shall be adjusted accordingly. Any special packing, transport or insurance costs will be charged additional to the price of Goods. The term ‘Special’ refers to any particular arrangement that may be agreed to by us at the request of the Purchased which are other than our other methods of package and delivery.
10. Payments for goods shall be due on delivery and when delivery is made by instalments payments for each delivery shall be due thereof. If payment is not made within 10 days of delivery the Seller may withhold further deliveries or terminate the Contract or order in its entirety. Unless specifically stated overleaf payment of invoices shall be made without any deduction, or set-off in cash so as to be received by the Seller within 10 days thereof. The Seller reserves the right to charge interest on overdue accounts at a rate of 2% per month to run from the due date for payment until receipt from the seller, if the full amount, including any such interest charged, whether or not after judgement.
11. If the Purchaser defaults in this or any other Contract with the Seller, or ceases business or stops payment to or stops any composition or arrangement with creditors, or suffers any distress or execution, or commits any act of bankruptcy, or an order or resolution for winding up is made, then the Seller may deem the Purchaser to have repudiated this Contract and recover money due and damages for such repudiation, without prejudice to other remedies.
12. The Seller shall not be liable for any damage, loss or expense (subject always to the provisions of the Unfair Contract Terms Act 1977 as to consumer sales) caused to the Purchaser beyond the Sellers control (including weather, industrial action, shortages of labour, materials or fault of contractors, sub-contractors or others not in the direct employ of the Seller.
13. The Seller warrants that it will (at the Seller’s choice) either repair or replace; or refund the full purchase price of any Goods that are accepted by the Seller as being defective or not in accordance with the Contract or any express description or representation given or made by or on behalf of the Seller in respect of the Goods within a 3 month period from dispatch of such Goods from the Sellers works (‘Warranty Period’) save that this warranty shall apply where the defect or fault is attributable to defective materials supplied by third parties where the Purchasers only remedy will be against that third party.
The Purchasers remedies in respect of any claim under the forgoing express warranty or any condition or warranty implied by law shall cease to apply after the expiry of the ‘Warranty Period’; and the Seller not in any circumstances shall be liable for any damages, compensation, loss, expenses, costs or other liabilities, whether direct or consequential, and any other remedy which otherwise would be available in Law is hereby excluded, except to the extent that such exclusion is prohibited by any rule of law.
A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or instalment of any Order or part of it shall not entitle the Purchaser to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Oder delivery or instalment.
14. The supply of goods hereunder shall not confer any right upon the Purchaser to use any of our trademarks without our prior written consent, and at all times such trademarks shall remain our property. Nor does it imply any right to use any patent which we may have or any indemnity against infringement against third party patents.
15. The Purchaser shall not assign transfer or purport to assign or transfer the Contract to which these conditions relate or benefit any person whatsoever.
16. The customer agrees to pay due regard to any information or any revised information (whenever supplied by the seller and is deemed to have given adequate information and to have read and understood it. Relating to the use for which the Goods have been designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Purchaser undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above. For these purposes the purchaser is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.
17. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.
17.2. Any notice or document shall be deemed served; if delivered at the time of delivery, if posted 48 hours after posting and if sent by facsimile transmission at the time of transmission.
18. The invalidity, legality or unenforceability of any provision of these conditions should not affect the other conditions.
19. A person who is not a party to the Contract shall have no right under the Contract (Rights on Third Parties Act 1999).
20. The Contract and (any proceedings whereby one party may be entitled to join the other as a third party) shall be governed by and constructed in all respects in accordance with English Law and the parties hereby submit to the exclusive jurisdiction to the English Courts.