Terms & Conditions

2 Basis of the sale
2.1 The Seller shall supply and the Buyer shall purchase Goods in accordance with any order of the Buyer which is accepted by a duly authorised representative of the Seller.
2.2 All Contracts shall be governed solely by the Conditions and all other terms and conditions are excluded. Variation to the Conditions shall be binding unless in writing between the authorised representatives of the Buyer and the Seller.
2.3 No order which has been accepted by the Seller can be cancelled by the Buyer except with the written agreement of the Seller.

3 Price
3.1 The price of the Goods is the list price of the Company current at the date of the Contract and unless specifically stated excludes all costs and expenses of delivery
3.2 The price is exclusive of any applicable value added tax and any other duties imports or taxes which the Buyer may be additionally liable to pay to the Seller at the same time as the part of the price to which they relate.

4 Payment Terms
4.1   The Seller shall be entitled to invoice the Buyer the price of the Goods on or at any time after delivery of the Goods.
4.2   The Buyer shall pay the price of the Goods in full within 30 days of the date of the Seller's invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued on only request.
4.3   If the Buyer fails to make any payment on the due date then without prejudice to any other rights available to the Seller the Seller shall be entitled to:
4.3.1 cancel the Contract or suspend any further deliveries to the Buyer:
4.3.2 appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit (not withstanding any purported by the Buyer); and
4.3.3 charge the Buyer whichever is the greater of: (a)) a fixed fee of 7.50 for each period of 30 days (or part thereof) from the date payment was due until it is made in full; or (b) interest (both before and after judgment) on the amount unpaid at the rate of 2 per cent per annum above Nat Westminster Bank base rate from time to time from the date  payment was due until it is made in full.
4.4   The Buyer shall not be entitled to set off against the price of the Goods any sums owed by the Seller to the Buyer.

5 Delivery/Performance
5.1   Delivery of the goods shall be made by the Seller to such place or places as agreed by the Seller and the Buyer
5.2   Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused but will use reasonable endeavours to deliver on the date specified. Time for delivery shall not be of the essence.  The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.3   If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Seller the Seller may:
5.3.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or
5.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and  selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

6 Risk and property
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery to the Buyer's premises or if the Buyer wrongfully fails to take delivery of the goods the time when the Seller has tendered delivery of the
6.2 Notwithstanding delivery and passing of risk in the Goods or any other provisions of these Conditions the property in the Goods shall not pass to the Buyer until all sums due or owing by the Buyer to the Seller on any account have been paid in full.
6.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller's property.
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are in existence and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of or under the control of the Buyer where the Goods are stored and repossess the Goods.

7 Liability
7.1 Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs  expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.

8 Force Majeure
8.1 The Seller shall have no liability in respect of failure or delay in delivery or performance of its obligations under the Contract due to any causes whatsoever outside the Seller's control including (but without prejudice to the generality of these Conditions)  Acts of God explosion flood fire accident civil commotion strikes lockouts or other industrial actions or trade  disputes (whether involving employees of the Seller or of a third party).

9 Termination
9.1   The Seller shell be entitled to terminate the Contract (and any other contract between the Seller and the Buyer) without liability to the Buyer immediately on giving notice to the Buyer at any time if:
9.1.1 the Buyer commits a breach of any of these Conditions or any term of the contract;
9.1.2 the Buyer being a company passes a resolution for winding up or a Court makes a winding up order in respect of the Buyer or the Buyer has a receiver administrative receiver manager or administrator appointed of all or part of its undertaking or assets;
9.1.3 the Buyer being a partnership shall be dissolved or being an individual shall have a bankruptcy petition presented or shall die:
9.1.4 the Buyer shall cease or threaten to cease to carry on its business or be unable to pay its debts or becomes insolvent (within the meaning of the Insolvency Act 1986) or makes or proposes to make an arrangement or composition with its creditors;
9.1.5 the Seller reasonably apprehends that any of the events mentioned in this Condition is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2   Any termination of the Contract (however occasioned) shall not affect the coming into force or the continuation in force of any provision of these Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.

10 General
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business from time to time.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.4 The Contract shall be governed by the laws of England.