TERMS & CONDITIONS OF SALE
In these conditions
"the Company" means F R Scott Ltd
"the Customer" means the persons, firm or Company ordering the Goods
"the Goods" means the items sold by the Company to the Customer and listed on the Company's invoice.
"Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
"the Contract" means the contract for the purchase and sale of the Goods.
"Recipient" means the person, firm, company, corporation or public body to whom the Goods are delivered upon the Customers instructions (whether expressly or by implication) when it is not the Customer.
"Writing" includes letters, facsimile transmission and electronic mail.
2. Conditions Applicable
2.1 The Customer accepts that these Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions, including any terms or conditions which the Customer may purport to apply and any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by an authorised person on behalf of the Company and on behalf of the Customer.
3. Description of Goods
3.1 The Company makes every reasonable effort to ensure that the information contained in any advertising material (including in its catalogues) for which it is responsible is correct as at the time of going to press. Such material is intended, however, only as a guide and does not necessarily represent the Goods on offer. In particular, neither the Company nor its suppliers nor its agents accepts liability under the Trade Descriptions Act 1968 or under any other legislation for any inaccuracies of definition, colour, description, illustration (whether photographic or otherwise) or pricing and the Company's policy of continuous advancement determines its right to change specifications and/or prices without notice.
3.2 The Company also reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable UK Statutory or EC requirements or, where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.
An order, once accepted by the Company, and the Contract may only be cancelled with the written agreement of the Company and on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials), damages, charges and expenses incurred by the Company as a result of the cancellation.
5.1 The price shall be the price (if any) specifically quoted or in default the Company's current list price.
5.2 The Customer shall pay the full price of the Goods to the Company by the end of the calendar month following the month in which the Company's invoice is issued. The Company shall be entitled to render its invoice when it is able to deliver the Goods (if requested so to do) even though delivery is in fact delayed through no fault of the Company or when it is able to make the Goods available for collection. If any sums are not paid on the due date the Company shall have the right to charge interest on the outstanding sum at a rate of 4% over HSBC Bank plc's base lending rate from the due date until payment.
5.3 For the purposes of this clause all monies payable by the Customer to the Company in respect of the packaging, carriage or insurance of the goods shall be deemed to be part of the price of the Goods.
6. Ownership of Goods
Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the title or property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods
7. Power of Sale
7.1 Until such time as the title or property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and of third parties and (all at the Customer's cost) properly stored, protected and insured and identified as the Company's property.
7.2 The Customer shall be entitled to resell and/or use the Goods in the ordinary course of its business provided that (as between the Company and the Customer only) it does so as agent for the Company and holds the proceeds of sale or otherwise of the Goods, including insurance proceeds following any loss of or damage to the Goods (or sufficient of such proceeds as will pay all monies owing by the Customer to the Company) upon trust for the Company.
7.3 The Company may at anytime revoke the Customers power of sale by notice to the Customer, if the Customer is in default for longer than 7 days in the payment of any sum whatsoever due to the Company or if the Company has bona fide doubts as to the solvency of the Customer.
7.4 The Customers power of sale shall automatically cease if an Administrator or Administrative Receiver is appointed over any or all of the assets or undertaking of the Customer or if the Customer goes into compulsory or voluntary liquidation or makes any arrangement or composition with its Creditors generally or commits any act of bankruptcy.
7.5 Upon termination of the Customer's power of sale the Company shall be entitled to enter onto any premises on which the Goods are then to be found for the purpose of repossessing the goods. If upon exercising this right the Company finds the Customer has failed to comply with its obligations set out above, to store the Goods separately, the Company shall be entitled to repossess from the Customer's stock a quantity of identical goods equal in value to those which have not been paid for, irrespective of whether the Goods so repossessed belonged to the Company or the Customer.
7.6 If any of the Goods are affixed or added to other goods in the process of manufacture or construction of new products, then the Company shall have full legal and beneficial title to those new products (whether completed or not). The Customers obligations as to storage and identification of the Goods set out above should apply equally to such new products.
7.7 The Customer shall have the right to sell the new products but the Company may revoke that right in the same way and in the same circumstances as it may revoke the Customers right to sell the original goods under the above clauses.
8.1 Whilst the Company will deliver the Goods ordered by the Customer (when requested to do so) as soon as reasonably practicable, any date for delivery quoted by the Company or requested by the Customer is to be treated for guidance only and does not form a specific term of the Contract. Neither dates nor time for delivery shall be of the essence of the Contract. The Company shall not be liable to the Customer in respect of any damage or consequential loss of any nature (whether for loss of profit or otherwise), costs, expenses or other consequential detriment suffered by the Customer in respect of any delay in delivery.
8.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments, in accordance with these Conditions, or any claim by the Customer in respect of any one or more of the instalments, shall not entitle the Customer to treat the Contract as a whole repudiated.
8.3 Where the Company is to deliver the goods, the Company shall the entitled, at the risk of the Customer, to deliver the Goods at the address notified to the Company for delivery
9. Shortage / Defective Goods
9.1 The Customer or the Recipient upon delivery or receipt of the Goods has the responsibility to check them for quantity and condition
9.2 In every case of a shortage or if any of the Goods are in an unsatisfactory condition, the Customer or the Recipient shall endeavour where possible to endorse (where applicable) the carriers delivery document accordingly. It must in any event give a separate written statement of quantity or condition to the Company within 3 working days of the date of delivery (as to which time shall be of the essence of the Contract).
9.3 The Company's liability for shortage or defective Goods notified to it in accordance with the above, shall in any event, be limited solely to replacement of the Goods by standard delivery within a reasonable time, whether the non delivery or damage is due to the Company's negligence or otherwise.
10. Notification of Defective Goods
Subject to the provisions of the above clause, all claims for Goods alleged to be defective must be made in writing to the Company within 10 days of such defect becoming apparent. When notification is so received, the Company may require the return of the Goods, or for the Goods to be made available for inspection by the Company and/or by its agents. Should the Company be satisfied as to the alleged defects, then it may at its option, either replace the Goods within a reasonable time or credit the Customer with the price of the Goods. An apportionment may be made for normal wear and tear occasioned before any defect arose, to be reasonably assessed by the Company. All defective Goods so returned become the property of the Company.
11. Liability for Defective Products
No liability will be entertained whatsoever with regard to Goods manufactured or supplied to the Customers own specification or drawings and which comply with the same. Except as so provided, the Company shall have no liability whatsoever arising out of any agreement to sell or for the sale of the Goods including claims for direct, consequential or other loss, damage or expense, whether arising or alleged to arise under any warranty statement, condition or term expressed or implied, statutory or otherwise and whether caused by the negligence of the Company, its employees or agents or otherwise in excess of the price of the Goods (excluding VAT and delivery).
12.1 The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company and are of merchantable quality (as defined in the Sale of Goods Act 1979) but does not warrant that the Goods are fit for any specific purpose and accepts no liability for any loss or damage suffered by the Customer as a result of any defect in the design, materials or workmanship of the Goods.
12.2 Without limiting the above, the Company expressly excludes any liability arising from
12.2.1 Failure to comply with the Company's instructions for fitting or installation.
12.2.2 Use of the Goods in excess of performance or load bearing specifications as stated in the Company's catalogue.
12.2.3 Any modification or adaptation made to the Goods by the Customer or any third party.
12.3 The Company shall not be under any liability for any delay or failure in performing its obligations caused by any circumstances beyond their control including, but not limited to, strikes, lock outs or other industrial action affecting the Company or any of its suppliers.
13. Enforcement of Terms and Conditions
Any failure by the Company to enforce any or all of these Conditions shall not amount to or be interpreted as a waiver of any of the Company's rights.
14. Validity of Terms and Conditions
If any term in these Conditions is held invalid, it shall not affect the validity of the remaining Conditions.
Any notice required or permitted to be given by the Customer to the Company under these Conditions shall be in writing and addressed to the Company at its registered office or principal place of business.
The headings to these Conditions are inserted for ease of reference and shall not affect their construction.
The Contract and these conditions are subject to the Law of England and Wales.