SALE AND SUPPLY
Standard Conditions of Sale and Supply
Passing of Risk
- In the event that the Customer is to collect the Goods risk shall pass upon collection of the Goods from the Company’s premises, whether by the Customer itself or by a carrier nominated by the Customer.
- In the event that the Company is to effect delivery of the Goods, risk shall pass on delivery of the Goods to the Customer’s premises or to premises nominated by the Customer ready for unloading.
Passing of Property
- Property in the Goods shall not pass to the Customer and the full legal and beneficial ownership of the Goods shall remain with the Company unless and until the Company has received payment in full for the Goods and for all other goods agreed to be sold by the Company to the Customer for which payment is then due.
- Until property in the Goods has passed to the Customer in accordance with the preceding sub-clause and without prejudice to the Company’s rights:
- the Customer shall insure the Goods which are on or at the Customer’s premises or have been delivered elsewhere on the instructions of the Customer against all risk and shall if required to do so in writing by the Company, prove to the Company that such insurance has been affected.
- the Customer shall not remove any nameplates, markings or signs affixed to the Goods by the manufacturer or by the Company and shall keep the Goods marked and apart from all other goods so as to distinguish and separate the Goods from other goods.
- the Customer shall retain the Goods in a fiduciary capacity as bailee for the Company and shall not without the prior written consent of the Company sell the Goods or any part of them.
- the Company shall be entitled to immediate re-delivery of the Goods and to re-sell the Goods at any time after the due date for payment or before such date in the case of the occurrence of any of the events referred to in clauses 23 or 29 hereof and for the purpose of such recovery and/or re-sale of the Goods the Company shall be entitled and the Customer hereby grants to the Company its officers, servants and agents a licence (or, in Scotland, the power) to enter upon the premises or property of the Customer during normal business hours and to remove the Goods (including dismantling and/or separation from other goods to which the Goods are attached and/or severance from the realty or, in Scotland, separation from heritable property when necessary);
- The exercise by the Company of its rights against the Customer under this clause shall be without prejudice to any rights to the Company to claim against the Customer for additional losses suffered by the Company as a result of the Customer’s breach of contract and this clause shall not prejudice or affect the rights of the Company to claim from the Customer the price of the Goods.
Terms of Payment
- Unless otherwise stated on the Company’s confirmation of order, payment shall be made by the Customer by the end of the calendar month following the date of invoice.
- If the Customer cannot accept delivery when the Goods are completed and ready for delivery, then the time when the Goods are ready shall count as the delivery date and payment shall be made accordingly unless otherwise agreed in writing by the Company.
- The Company reserves the right to charge a fee in respect of any cancelled Order. Such fee shall be calculated at 30% of the value of the cancelled Order. The parties acknowledge that such fee is a fair and reasonable estimate of the likely administrative, storage and remarketing costs to be incurred by the Company as a result of the cancellation.
- The Company reserves the right to charge a handling fee in respect of any goods returned by the Customer as surplus to requirement. Such fee shall be calculated as 30% of the invoice value of the returned Goods.
- The Company shall be entitled to charge interest on overdue accounts at 5% above HSBC Bank plc base lending rate for the time being in force calculated at monthly rates. The right of the Company to charge interest on overdue accounts shall in no way prejudice its right to recover any monies (including accrued interest) due to it by legal proceedings at such times as the Company thinks fit and the Company shall be under no obligation to allow overdue accounts to remain outstanding on payment of interest thereon.
If before delivery is affected there arise reasonable grounds for the Company to believe that the Customer will not be able to fulfil its payments obligations, the Company shall have the right to demand from the Customer security for the payment. From the date of demand for security until the date of satisfactory provision of the same, the Company shall be under no obligation to do any act or thing to implement any part of the Contract. If security acceptable to the Company is not offered within such reasonable period as may be specified by the Company, the Company may terminate the contract without further liability on its part, but the Customer shall be liable to the Company in respect of any losses (including loss of profits) incurred by the Company as a consequence of such determination.
The Company shall have a general lien on all goods and property of the Customer in the possession of the Company in respect in all sums due from the Customer to the Company but unpaid and the Company shall be entitled on giving fourteen days’ notice in writing to the Customer to dispose of such goods or property and to apply the proceeds thereof towards the reduction of such debt.
The Customer hereby waives any right which it may have against the Company to set off any sums which may be due to it for whatever reason and undertakes to pay the Company for the Goods in accordance with the terms of payment set out under clause 22.
- All prices are subject to alteration by the Company without notice and the contract price will be that ruling at the date of delivery.
- All prices are exclusive of V.A.T.
- The company reserves the right to charge the Customer a minimum of £50 plus V.A.T. in respect of any order. The Company will notify the Customer in advance of any such minimum charge and the Customer may elect not to proceed with the order.
Proper Law of Contract
These Conditions and any contract made in accordance with them will be subject to and constructed in accordance with English Law and the Customer hereby submits to the non-exclusive jurisdiction of the English courts.
Severability of Provisions
Any provision of any clause or sub-clause of these Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the remaining clause or sub-clause hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Termination of Contract
In the event that: –
- The customer commits any breach of these Conditions; or
- An incumbrancer takes possession, or a receiver is appointed over any of the assets of the Customer; or
- The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order; or
- The Customer goes into liquidation; or
- A winding up petition or bankruptcy petition against the Customer; or
- Execution is levied against the property or assets of the Customer; or
- (In Scotland) The Customer apparently becomes insolvent or inhibition arrestment pounding, or other process is levied upon the property or assets of the Customer; or
- Anything analogous to the foregoing under the law of any jurisdiction occurs in relation to the Customer then in any such case the Company shall have right forthwith to terminate any contract then subsisting, upon written notice of such termination being posted to the Customer’s registered office or (being an individual) his last known address in the United Kingdom and the Contract shall be deemed to have been determined without any prejudice to claim or right the Company may otherwise make or exercise.
The Customer may request the Company to carry out an inspection of Customer owned goods at the Company’s premises in order to provide fault diagnosis and a repair cost estimate. Once the Company has provided such information to the Customer in writing, the Customer shall have 7 days within which either to authorise the Company to commence repair work or to collect the goods, failing which the Company reserves the right to commence charging a storage fee. Such fee shall be set at the Company’s prevailing storage rate from time to time in force.
For the avoidance of doubt, in circumstances where any Order requires the Company to carry out repair work to Customer goods, and the Customer supplies the parts for the job, any warranty which the Company agrees in writing to provide shall be in respect of labour only.