Roy
Geddes Bricks trading terms & conditions of sale
1.
DEFINITIONS AND INTERPRETATIONS
1.1 The
“Supplier” shall mean ROY
GEDDES BRICKS
1.2 The
“Customer” shall mean any person, partnership,
unincorporated business or incorporated company to whom the
supplier agrees to sell goods or services.
1.3 “Goods”
shall mean the Goods (including any installment of the goods
or any part of them) which the Supplier is to supply in accordance
with these conditions.
1.4 A
“Contract” is any agreement between the Supplier
and the Customer to which the items apply.
1.5 “Services”
shall mean any services, including the provision of labour
which the Supplier is to supply in accordance with these conditions.
1.6 Any
reference in these conditions to any provision of a statute
shall be constructed as a reference to that provision as amended,
re enacted or extended at the relevant time,
1.7 The
singular shall include the plural and the male shall include
the female and vice versa.
1.8 The
headings in these Conditions are for convenience only and
shall not affect their interpretation.
2.
FORMATION OF CONTRACT
2.1 All
orders and contracts shall be in writing. The Supplier is
not willing to contract otherwise than on these conditions
which shall be deemed to be incorporated into any order accepted
by the Supplier to the exclusion of any terms of the Customer
insofar as the same are inconsistent herewith. No modifications
of these conditions shall be effective unless the same is
in writing and signed by an authorised signatory of the Supplier.
2.2 If
a Contract has not been concluded between the Supplier and
the Customer within a period of forty-five (45) days from
the date of the quotation the Supplier reserves the right
to re quote for such Goods or Services and the Supplier may
at its discretion refuse to accept any order which constitutes
part only of the Goods or Services forming the subject of
a quotation.
2.3 Any
quotation shall be regarded as an invitation to treat and
no order arising out of the quotation shall be accepted save
by the acknowledgement in writing signed by an authorised
signatory on behalf of the Supplier.
2.4 Any
modification and or variation to an order must be confirmed
in writing by the Customer and shall not be accepted save
by the acknowledgement in writing signed by an authorised
signatory on behalf of the Supplier.
2.5
Where the goods are to be delivered in installments each delivery
shall constitute as a separate contract and failure by the
Supplier to deliver any one or more installments shall not
entitle the Customer to treat any other related contracts
as repudiated.
2.6
Unless made by the Supplier in writing the Supplier’s
employees or agents are not authorised to make any representations.
In placing an order the Customer acknowledges that it does
not rely on and waives any claim for breach of any representation
other than those made in writing by the Supplier.
2.7 Any
advice or recommendation given by the Supplier, or its employees
or agents, to the Customer or its employees or agents as to
the storage, application or use of the Goods which is not
confirmed in writing by the Supplier, is followed or acted
upon entirely at the Customer’s own risk and accordingly
the Supplier shall not be liable for any such advice or recommendation
which is not so confirmed.
2.8
The Supplier is continually improving the specification and
design of its product range and whilst care is taken to ensure
that literature produced by the Supplier on the date of its
production, such literature should not be regarded as an absolute
guide to specification and the Supplier reserves the right
to modify any of its products without notice and without liability
on the part of the Supplier.
2.9
The Supplier reserves the right to make any changes in the
specification of the goods which are required to conform to
any applicable safety or other statutory requirement or which
do not materially affect their quality or performance.
2.10
Any typographical, clerical or other error in any sales literature
or quotation, price list, acceptance of offer, invoice or
other document or information issued by the Supplier shall
be subject to correction without any liability on the part
of the Supplier.
3.
PRICE
3.1 Unless
otherwise stated in the quotation or acceptance by the Supplier,
all prices quoted:-
3.1.1 are in pounds sterling; and
3.1.2 are exclusive of any applicable Value Added Tax.
3.2 Where
the Supplier agrees to deliver the Goods the Customer shall
be liable to pay the Supplier’s charges for transport,
packing, handling and insurance.
3.3
Prices only cover delivery on normal working days during working
hours. Any delivery made at the Customers request on public
holidays, weekends an outside working hours will be the subject
of an additional charge.
3.3 The
rates and prices given in the quotation are not subject to
any discount, whether trade or cash, except such as may be
expressly specified in the quotation.
4.
DELIVERY
4.1 Delivery
shall be to the destination specified by the Customer in the
order unless agreed in writing between the parties. The Supplier
shall not be bound to deliver to any other destination, but
in the event of any agreement to deliver to any alternative
destination, the Customer will be charged for any increased
costs thereby incurred in addition to the contract price.
4.2 Nothing
herein shall preclude the Supplier from arranging for the
delivery of the Goods to the Customer in advance of the indicated
delivery date.
4.3 Delivery
dates (where given) are quoted in good faith by the Supplier
and are based upon the date of receipt of the order.
Time of delivery shall not be of the essence and save as provided
in this agreement the Supplier shall not be liable for any
loss (consequential or otherwise) arising from late delivery.
4.4 Delivery
shall have been deemed to have taken place when the Goods
are in the specified location ready for unloading by the Customer.
It shall be the responsibility of the Customer to ensure access
and adequate safety for the Supplier’s vehicles.
For the avoidance of doubt the responsibility for providing
for suitable resources for unloading the Supplier’s
vehicles rests with the Customer.
4.5
If a vehicle used for performing the Supplier’s contract
with the Customer delivers a load to a place situated off
a public road the Customer is to be solely responsible for
any accident or damage resulting in consequence.
4.5
The Supplier allows one hour for off loading vehicles. If
a vehicle is detained in excess of this time the Supplier
reserves the right to make additional charge.
4.7 Goods
shall be examined immediately upon arrival and any apparent
damage or shortages shall be reported in writing or by facsimile
to the Supplier and to the carriers so that such notification
is received not later than 48 hours after delivery. The Customer
shall indemnify the Supplier against any loss suffered because
of its inability to claim against the carriers as a result
of a breach of this provision by the Customer.
4.8 The
Customer shall have a period of fourteen (14) days following
delivery in which to examine the goods and to notify the Supplier
in writing of any intention to reject them on the grounds
upon which they are alleged to be defective. If this period
expires without the Supplier receiving any intimation of rejection
the Customer will be deemed to have accepted the Goods according
to section 35 (1) of the sale of Goods Act 1979 and will therefore
be bound to pay for them.
5.
SALE BY SAMPLE
In accordance with clause 4.8 above, the Customer shall have
a period of fourteen (14) days following delivery in which
to notify the Supplier in writing of any alleged discrepancy
between the sample supplied and the bulk of the order. The
absence of any such notification will constitute acceptance
of the bulk.
6.
TERMS OF PAYMENT
6.1 Unless
otherwise stated, payment for the Goods and Services shall
be strictly made on or before the 28th day of the month following
the month of Delivery. For account approved Customers
invoices shall be raised upon delivery of the Goods or the
supply of the Services. Non account Customers will be
required to pay by pro-forma invoice.
6.2
The Supplier reserves the right to grant, refuse, restrict
or cancel credit terms at its sole discretion,
6.2.1 If the Customer fails to make any payment on the
due date then, without limiting any other right or remedy
available to the Supplier, the Supplier may:
6.2.2 cancel the contract or suspend any further deliveries
to the Customer (whether under the terms of this Contract
or under any other agreement for the supply of goods or services
between the parties);
6.2.3 appropriate any payment made by the Customer to
such of the Goods or Services (or the goods or services supplied
under any other contract between the Customer and the Supplier)
as the Supplier may think fit (notwithstanding any purported
appropriation by the Customer); and
6.2.4 without prejudice to the Supplier’s rights
under the Late Payment of Commercial Debts (Interest) Act
1988 (as amended) charge the Customer interest (both before
and after any judgment) on the amount unpaid, at the rate
of 8 per cent per annum above HSBC Bank base rate from time
to time, until payment in full is made (a part of a month
being treated as a full month for the purpose of calculating
interest)
6.3
In the event of non payment of any account, as and when it
falls due, the entire balance outstanding upon the Customer’s
various accounts with the company (including accounts due
for goods supplied but not yet invoiced) will become immediately
due and payable.
6.4
No disputes arising under the contract nor delays shall interfere
with prompt payment by the Customer. The Customer may not
set up against the Supplier any breach of warranty or condition
(expressed or implied) in diminution or extinction of the
price and Section 53 (1)(a) of the Sale of Goods Act 1979
is hereby excluded.
7.
WARRANTIES
7.1 Subject
to the conditions set out below the Supplier warrants that
the Goods will correspond with their specification at the
time of delivery or supply and are of satisfactory quality.
The Supplier does not give any warranty as to fitness for
any purpose whether or not such purpose shall have been made
known to the Supplier other than such warranties given and
described in any manufacturer’s warranty document supplied
with each contract.
7.2 The
above Warranty is given by the Supplier subject to the following
conditions:
7.2.1 That the Supplier shall be under no liability in
respect of any defect arising from fair wear and tear willful
damage negligence abnormal use or application failure to follow
the Supplier’s instructions (whether oral or in writing)
misuse or alteration of Goods.
7.2.2 The Supplier shall he under no liability under
the above warranty (or any other warranty, condition or guarantee)
if the total price for the goods has not been paid by the
due date for payment.
7.3
Whilst every effort will be made to avoid variations of shades
and sizes in goods delivered the Supplier neither guarantees
not warrants that such variations will not occur, or that
goods will confirm to sample, either in quality or colour.
7.4
No claim will be entertained by the Supplier if made where
the materials have been incorporated, whether by or on behalf
of the Customer, or by anyone else into other goods.
7.5 Any
claim by the Customer which is based on any defect in the
condition of the Goods, or in the quality of the Goods, or
of their failure to correspond with specifications, shall
(whether or not delivery is refused by the Customer) be notified
to the Supplier in writing specifying the defect or failure
alleged within fourteen (14) days from the date of delivery,
failing which the Customer shall not be entitled to reject
the goods and the Supplier shall have no liability for such
defect or failure and the Customer shall be bound to pay the
price as if the goods had been delivered or supplied in accordance
with the Contract.
7.6 Where
any valid Claim in respect of any of the Goods, which is based
on any defect in the quality or condition of the Goods or
their failure to meet specification, is notified to the Supplier
in accordance with these conditions, the Supplier shall be
entitled to replace the Goods (or the part of the bulk consignment
in question) or perform any work of rectification free of
charge, or at the Supplier’s sole discretion, refund
to the Customer the price of the Goods. The Supplier shall
have no further liability to the Customer.
7.7 Except
in respect of death or personal injury caused by the Supplier’s
negligence the Supplier shall not be liable to the Customer
by reason of any representation or any implied warranty condition
or other term or any duty of common law or under the express
term of the Contract for any consequence or loss or damage
(whether for loss of profit or otherwise) costs expenses or
other claims for consequential compensation whatsoever, (whether
caused by the negligence of the Supplier its employees or
agents or otherwise) which arise out of or in connection with
the provision of the Goods or Services or in the use or resale
of the Goods by the Customer except as expressly provided
in these conditions.
8.
LIMITATION OF LIABILITY
8.1 The
limit of the Supplier’s liability hereunder for any
breach of these conditions whether as damages or otherwise
shall be the Contract price of Goods.
8.2 The
Supplier shall not be responsible for the design or specification
of the Goods ordered by the Customer unless expressly agreed
by the Supplier.
9.
RETENTION OF TITLE
9.1 Legal
and beneficial title to the Goods shall not pass to the Customer
until the Customer has paid for the Goods and all other sums
due to the Supplier (and any incidental costs and expenses
of sale) in full.
9.2 Until
title to the Goods has passed, the Customer as bailees for
the Supplier shall keep them separate and distinct from any
other Goods in the Customer’s possession and identifiable
as being the property of the Supplier.
9.3 The
Customer shall permit the Supplier at any time during normal
working hours upon request forthwith to enter any premises
of the Customer to ensure that the Customer is complying with
clause [9.2] and will forthwith at its own expense implement
any reasonable instructions of the Supplier necessary to secure
compliance.
9.4 The
power of a Customer to use or sell the goods shall cease
9.4.1 Forthwith upon notice (whether written or oral)
by the Supplier given at any time after the Customer shall
have been in default for more than seven days in payment of
any sum whatsoever due by the Customer to the Supplier.
9.4.2 If the Customer is a company, automatically upon
the happening of any of the following events:
9.4.2.1 The appointment of a Receiver or Manager (including
an Administrative Receiver).
9.4.2.2 The convening of a meeting for the purpose of
a voluntary winding up (other that for reconstruction or amalgamation).
9.4.2.3 The presentation of a petition to wind up the
Customer or for an administration order under the insolvency
Act 1986.
9.4.2.4 The summoning of a meeting under section 3 of
the insolvency Act 1986 or otherwise for the purpose of proposing
any arrangements or composition with creditors.
9.4.3 If the Customer is an individual or a firm automatically
upon the happening of the following events:
9.4.3.1 If the Customer commits an act of bankruptcy
or if a bankruptcy petition is presented under the Insolvency
Act 1986.
9.4.3.2 If the Customer applies for an Order under section
253 of the Insolvency Act 1986 or calls a meeting for the
purpose of making any arrangement or composition with creditors.
9.5 After
the power to use or sell has ceased the Customer will deliver
up the Goods to the Supplier and hereby authorises the Supplier
to enter any premises of the Customer for the purpose of finding
and/or taking delivery of the same.
10.
PASSING OF RISK
Not
withstanding that a title to the goods may not have passed
to the Customer the goods are at the Customer’s entire
risk from the date that the same are delivered to the Customer
in accordance with these terms.
11.
SUSPENSION OF DELIVERY
11.1 This
Clause 11 is without prejudice to any rights that the Supplier
may have for damages for breach of contract or otherwise against
the Customer.
11.2 In
the event that the Customer:-
11.2.1 becoming insolvent or bankruptcy; or
11.2.2
having made an arrangement with its creditors; or
11.2.3
cease to trade; or
11.2.4
stop payment of its debts; or
11.2.5
suffered a receiver to have been appointed over any of its
assets or under taking; or
11.2.6
have suffered an execution or distress to be levied against
any of its assets; or
11.2.7
failed any judgment debt within 7 days of the same becoming
payable the Supplier shall be entitled to suspend all further
deliveries under any contract between the Customer and Supplier.
12.
WAIVER
It
is hereby confirmed that the rights of the Supplier shall
not be diminished or waived by any indulgence or forbearance
extended to the Customer and no waiver by the Supplier of
any specific breach on the part of the Customer shall operate
as a waiver of any other breach.
13.
MOULDS
13.1
If as a result of any order the Supplier has to make a special
mould for the manufacture of the Goods, then the cost of the
mould is to be paid by the buyer immediately upon the
Supplier’s acceptance of the order. Any failure to pay
may result in delay in the manufacture or cancellation of
the order. Any such delay or cancellation shall be without
prejudice to any of the Customers accrued rights.
13.2
Any moulds created or used by the Supplier to make the Goods
remain the property of the Supplier.
14.
INTELLECTUAL PROPERTY
All
intellectual property rights in the Goods or moulds shall
vest in the Supplier absolutely and the Customer shall at
the Supplier’s expense execute any documents or do any
acts necessary to give effect to the vesting of such rights
in the Supplier.
15.
TERMINATION
15.1 All
Goods ordered that are purpose made for a specific order,
and which are accepted by the Supplier for supply to the Customer
for that specific order must be paid for, and cannot be cancelled
for any reason whatsoever.
15.2
If the Customer fails to accept delivery of purpose made Goods
within 14 days of notification that they are ready for dispatch,
the Supplier reserves the right to invoice the Goods to the
Customer and charge them therefore; additionally the customer
shall then pay reasonable storage charges until the Goods
are either dispatched to the customer or disposed of elsewhere
15.2 All
Goods which are not imported or manufactured for a specific
order, i.e. those which are taken from Stock may be
cancelled free of charge up to 48 hours prior to delivery.
Cancellations or returns made after this deadline will be
accepted subject to the Customer paying a sum of 20% (plus
VAT) of the quoted price plus any return haulage or carriage
charges. The parties agree that this figure is a genuine
pre-estimate of the Seller’s losses arising from such
cancellation and does not constitute a penalty.
16.
FORCE MAJEURE
In
the event that the Supplier shall he delayed in, or prevented
from, carrying out any of its obligations under this agreement
for the sale of Goods as a result of any cause beyond its
control including (but not by way of limitation of) war, invasion,
hostilities and civil war strife or commotion, strikes, lockouts,
breakdown of plant, failure of third party to deliver Goods
or materials, storm, floods, fire or any other cause, the
Supplier shall be at liberty at its election to suspend its
obligations under this agreement in which case it shall be
relieved of all obligations and liabilities incurred under
this agreement insofar as and for so long as the fulfillment
of such obligations and liabilities is thereby presented,
frustrated or impeded, or to cancel the Contract without incurring
any further liability whatsoever.
17.
ASSIGNMENT
The
benefit of the contract shall not be capable of assignment
by the Customer without the written consent of the Supplier
18.
NOTICES
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 or such address or such as may at the relevant
time have been notified pursuant to this provision to the
party giving notice.
19.
CONSTRUCTION AND CHOICE OF LAW
19.1 These
conditions shall he construed in accordance with the Laws
of England and Wales whose Courts shall have sole jurisdiction
over all matters arising hereunder.
19.2 Each
provision contained in each clause and sub clause in this
agreement shall be constructed as independent of every other
provision to the effect that if in any of the provisions shall
be determined to be invalid and unenforceable then such determination
shall not effect any other provision within this agreement.
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