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TERMS AND CONDITIONS
OF SALE.
of
S.L.E. CLADDING LTD, TILSTOCK
LANE, PREES HEATH,
WHITCHURCH, SHROPSHIRE, ENGLAND SY13 3JP.
and Associated and Subsidiary
Companies.
From 1st January
1991
1. GENERAL
1) All quotations are made and
all orders are accepted subject to the following conditions. All
conditions of the Customer or other terms, conditions, or warranties
whatsoever are excluded from the contract or any variation thereof unless
expressly accepted by the Company in writing.
2) Quotations shall only be
available for acceptance for a maximum period of 30 days from the date
thereof and maybe withdrawn by the Company within such period at any time
by written or oral notice.
3) If any statement or
representation upon which the customer relies has been made to the
Customer other than in the documents enclosed with the Company’s quotation
or acknowledgement of order, the Customer must set out that statement or
representation in a document to be attached to or endorsed on the order,
in which case the Company may clarify the point and submit a new
quotation.
4) Notwithstanding that samples
may be or have been submitted by the Company , the sale to the Customer is
not and shall not be deemed to be a sale by sample for the purpose of
Section 15 of the Sale of Goods Act. 1979. Any samples submitted to the
Customer are intended to indicate only the substance and the general
character of the materials and the Customer shall have no claim if the
colour or composition of the bulk
supplies fails to correspond with
the sample in such respects unless the particular requirement is specified
by the customer and accepted by the Company in writing.
2. DELIVERY.
1) Time for delivery is given as
accurately as possible but is not guaranteed. The Customer shall have no
right to damage or to cancel the order for failure for any cause to meet
any delivery time stated.
2) In all cases and including
where the customer requires delivery to a specific site the onus is on the
customer to ensure that the goods have been delivered, and to check that
they comply with the order before incurring site costs.
3) The date of delivery shall
in every case be dependent upon prompt receipt of all necessary
information, final instructions or approvals from the customer.
Alterations by the Customer in design specifications or quantities may
result in delay in delivery
4) The Company will endeavour
to comply with reasonable requests by the Customer for postponement of
delivery, but shall be under no obligation to do so. Where delivery is
postponed otherwise than due to default by the Company, the Customer shall
pay all costs and expenses, including a reasonable charge for storage and
transportation occasioned thereby and the Company shall be entitled to
invoice the goods in accordance with these conditions.
5) Where the Company accepts an
order for the supply of Goods to be called off by the Customer over a
period, then unless otherwise agreed by the Company in writing such call
offs must be so as to complete delivery of all Goods within 12 months from
the date of the Customers Order.
6) The Customer is
responsible in all cases for unloading the delivery vehicle and shall be
responsible for all loss of or damage to the Goods during the course of
such unloading.
7) A delivery note or notes for
the Company must be signed on receipt of the Goods.
8) The Company shall have the
right to make delivery by instalments and in that event each delivery
shall stand as a separate contract and failure to make any instalment
delivery shall not entitle the Customer to repudiate the whole contract.
9) Where delivery is made by
the Company to the Customer’s premises, the Customer will ensure the
provision to the Company of full and adequate access to the point at which
delivery is to take place and all other facilities services necessary to
enable the Company to deliver in accordance with the Customers
requirements. The decision of the Company’s representative as to the
nearest point of accessibility to the Customers works shall be accepted as
final and shall be deemed to be the point of delivery.
10) The Company accepts no
responsibility for damage of any kind caused by its transport to any
access road or to the place of delivery, but the making good of any damage
to such transport by defective approaches to the place of delivery shall
be charged to and paid for by the Customer.
11) Unless otherwise expressly
agreed, any packaging supplied by the Company is intended to be only
sufficient to protect the Goods for all normal conditions of transit and
for the normal period of transport only.
2. RISK and TITLE.
1) Risk shall pass from the
Company so that the Customer is responsible for all loss, damage or
deterioration to the Goods.
(a) if the Company delivers the
goods by its own transport, at the time when the Goods or relevant part
thereof arrive at the place of delivery or
(b) in all other circumstances
at the time when the Goods or a consignment or other part thereof leave
the premises of the company, whether or not the Company arranges transport
and where the goods are delivered by carrier any claim for loss or damage
in transit must be made by the Customer against the carrier in accordance
with the carriers conditions.
2) Title to the Goods or any
part thereof shall pass to the Customer only upon the happening of any one
of the following events.
(a) the Customer has paid to the
Company all sums due and payable by it to the Company under this or any
other prior contract between the Company and the Customer or
(b) when the Company serves on
the Customer notice in writing specifying that the title in the Goods or
such part thereof has passed
3) The Company may recover Goods
in respect of which title has not passed to the Customer at any time and
the Customer hereby licences the Company, its Officers, employees and
agents to enter upon any premises of the Customer for the purpose either
of satisfying itself that condition 3 (4) below is being complied with by
the Customer, or recovering any Goods in respect of which title has not
passed to the Customer.
4) Until title to the Goods has
passed to the Customer pursuant to the terms hereof it shall possess the
Goods as a bailee of the Company on the terms of this contract. If the
Company so requires, the Customer shall store the Goods separately from
the other Goods and shall ensure that they are clearly identifiable as
belonging to the Company.
5) The Customer shall only be at
liberty to sell the Goods purchased from the Company prior to the passing
of title on the understanding that if the Customer does sell the Goods
then the Customer will hold on trust for the Company so much of the
proceeds of sale received by the Customer under contracts which include
any of the Goods either in their original or altered state as are
necessary to discharge payment in full to the Company.
4. CANCELLATION.
Cancellation will only be agreed
by the Company on condition that all costs and expenses incurred by the
Company up to the time of cancellation and all loss of profits and other
loss or damage resulting to the Company by reason of such cancellation
will be paid forthwith by the Customer to the Company.
5. PRICES.
(1) All prices are unless
otherwise stated quoted nett ex works exclusive of V.A.T. and are subject
to fluctuation in the event of any increase in the cost of labour, due to
local or national awards or increases in the cost of materials and
overheads. Any increase in such costs during the period of production will
be added to the quoted price.
(2) In the event of any
alterations being required by the customer in design or specification, the
Company
shall be entitled to make an
adjustment of the contract price corresponding to such alteration.
(3) The cost of carriage shall
unless otherwise stated be charged extra.
(4) Packaging materials shall
unless otherwise stated be charged extra, but the Customer will be
credited in full with the amount charged upon their being returned to the
Company in a clean dry and sound condition.
6. TERMS OF PAYMENT.
(1) Unless otherwise agreed by
the Company in writing the terms of payment shall be cash on delivery or
on collection, or entirely at the discretion of the Company, cheque on
delivery or collection.
(2) Time for payment shall be
the essence of the contract.
(3) No disputes arising under
the contract nor delays beyond the reasonable control of the Company shall
interfere with the Company’s entitlement to payment.
(4) A credit charge of 10% of
nett value of account (before VAT) will be charged on all short term and
emergency credit. This charge is deductible only if the account is paid in
full and the sum received by the Company by the due date shown on the
invoice or otherwise stipulated by the Company.
(5) For the avoidance of doubt
but without prejudice to the generality of the foregoing, in the event of
a customer failing to meet cash/cheque on delivery, the Company reserves
the right to refuse to deliver/unload the goods, or to reload the goods
on the customer’s premises. If the Company in such circumstances should
authorise the goods to be delivered, the Company shall be entitled to
charge interest at the rate of 10% from the date of delivery to the date
of receipt of payment by the Company, in the absolute discretion of the
Company the Company may waive such interest charge if payment is received
on or before a date specified by the Company for payment.
(6) Monthly accounts are payable
on or before the last day of the month following the month in which the
goods were delivered or collected. Without prejudice to the Company’s
rights to pursue any other remedy in Law or Equity for non-payment or late
payment of an account, all accounts outstanding in any one month will be
subject to compound interest at 2% per month.
7.
CONTRA ACCOUNTS
In the event of there being monies
due from the Company to the Customer at any time on any account
whatsoever, then notwithstanding any rule of law or course of practice or
contract to the contrary the Company shall be entitled to set off sums so
due from the Company to the Customer against any monies due from the
Customer to the Company.
8. GOODS RETURNED FOR
REFUND OR CREDIT.
In cases where the Customer
returns goods that are surplus to requirements for a Credit or a refund,
the Company reserves the right to make a handling Charge.
9. UNCLEARED CHEQUES.
If payment is made by cheque and
such cheque fails to clear on first presentation to the bank, then the
Company reserves the right to charge the customer all bank charges
incurred and an administrative charge in respect of work carried out by
the company in relation there to.
10. ERRORS and OMISSIONS.
Right is reserved by the Company
to issue supplementary invoices to correct any clerical error or
typographical errors.
11. SHORTAGES and DEFECTS
APPARENT ON DELIVERY.
(1) The customer shall have no
claim for shortages or defects which should be apparent on visual
inspection at the time of delivery, unless the shortages or defects are
brought to the attention of the driver of the delivery
vehicle and are clearly marked on
the signed copy of the delivery note at the time of delivery. The Customer
acknowledges that rust, oxidisation or discolouration is a defect which it
is reasonable for the Customer to be expected to notice at the time of
delivery.
(2) The Customer shall have no
claim for shortages or defects capable of being apparent on subsequent
visual inspection (not being shortages or defects falling within this
Condition 10 (1) unless:-
(a) the Customer inspects the
goods and notifies the Company by telephone or fax before fixing or
otherwise using the Goods or cutting or removing bands and in any event
within three (3) working days of arrival at its premises or other agreed
destination and
(b) a written complaint is made
to the Company before fixing or otherwise using the Goods and in any event
within seven (7) days of receipt of the Goods or such shorter period as
the carriers conditions (if applicable) require, specifying the shortage
or defect and
( c ) the Company is given the
opportunity to inspect the goods and investigate any complaint before any
use is made of the Goods, if a complaint is not made to the Company as
herein provided then the Goods shall be deemed to be in all respects in
accordance with the contract and the Customers shall be bound to pay for
the same accordingly.
12. DEFECTS NOT APPARENT
ON INSPECTION AT DELIVERY.
(1) The Customer shall have no
claim in respect of defects not apparent on visual inspection at the time
of delivery or within three (3) working days thereafter (and for this
purpose, rust, oxidisation and discolouration shall be regarded as being a
defect which is apparent on visual inspection at the time of delivery)
unless :-
(a) a written complaint is sent
to the Company as soon as is reasonably practicable after the defect is
discovered and no use (use for this purpose being taken to include any
sale, disposal or the parting of possession) is made of the Goods
thereafter and no alteration made thereto before the Company is given the
opportunity to inspect the Goods in accordance with this condition and
(b) the complaint is sent within
twelve (12) months of the date of delivery of the Goods or in the case of
items not manufactured by the Company, within the guarantee period
specified by the manufacturer of such item.
(2) The Customer shall not be
entitled to any claim in respect of any repairs or alterations undertaken
by the Customer without the prior specific written consent of the Company,
nor in respect of any defect arising by reason of fair wear and tear or
damage due to misuse or inadequate or unsuitable storage.
(3) The Company shall not be
liable for loss or damage suffered by reason of use or installation of the
Goods after circumstances which should be reasonably have indicated to the
Customer the existence of a defect.
(4) The Company may as soon as
reasonably practicable after receiving such a written complaint or 30 days
where the Goods are situated outside the United Kingdom (and in any event
within 21 days) inspect the Goods and the Customer if so required by the
Company shall take all steps necessary to enable the Company to do so.
13. GUARANTEE.
(1) Save as otherwise provided
by the other conditions of these Conditions, Sections 12 to 15 of the Sale
of Goods Act 1979 are to be implied into this Contract.
(2) In the event of the
conditions of the Goods being such as might or would (subject to these
Conditions) entitle the customer to claim damages or to repudiate the
contract, the Customer shall not then do so, but shall
first ask the Company to supply
satisfactory substitute Goods and the Company shall thereupon be entitled
as its option to repair or take back the defective Goods and to supply
satisfactory substitute Goods free of cost and within a reasonable time,
or reimburse the purchase price thereof. If the Company does so repair the
Goods or supply satisfactory substitute Goods, the Customer shall be bound
to accept such repaired or substitute Goods and the Company shall be
under no liability in respect of any loss or damage whatsoever arising
from the initial delivery of the defective Goods or from the delay before
the defective Goods are repaired or the substitute Goods are delivered or
the purchase reimbursed.
(3) NOTE. On goods which
are described as Seconds Quality, Non Prime, Cat 1, Off grade, Grade B,
Prime Excess, or other terms which imply
that they are not of first quality, no warranty is given or implied.
14.
LIABILITY.
Save where the Company is shown to
have failed to exercise reasonable care in the manufacture and or supply
of the Goods and such failure results in death or personal injury, the
Company shall not be liable in respect of claims arising by reason of
death or personal injury. Further under no circumstances whatsoever shall
the Company be liable for consequential loss (including removal or
rectification work required in connection with installation of repaired or
substitute Goods) loss of profits or other indirect losses or for damage
to property.
15. CONFIDENTIAL
INFORMATION
All drawings, documents and other
information supplied by the Company are supplied on the express
understanding that copyright is reserved to the Company and that the
Customer will not without written consent of the Company, either give
away, loan, exhibit or sell any such drawings or extracts there from or
copies thereof or use them in any way except in connection with the Goods
in respect of which they are issued.
16.
CUSTOMER’S DRAWINGS and SPECIFICATIONS.
(1) The Customer shall be solely
responsible for ensuring that all drawings, information, advice and
recommendations given to the Company either directly or indirectly by the
Customer’s agents, servants, consultants or advisors, are accurate, correct and suitable. Examination or consideration by the Company of such
drawings, information , advice or recommendations shall in no way limit
the Customer’s responsibility hereunder, unless the Company specifically
agrees in writing to accept responsibility.
(2) The Customer must accept
sole responsibility for any discrepancies which occur between the
quantities or sizes of Goods agreed to be supplied by the Company, and the
quantities or sizes which are needed by the Customer, in order to satisfy
the particular purpose for which the Customer requires the Goods.
(3) The Customer shall indemnify
the Company from and against all actions, claims, costs and proceedings,
which arise due to the manufacture of Goods to the drawings or
specifications of the Customer, where such drawings or specifications are
at fault or where it is alleged that they involve an infringement of a
Patent, Copyright, Registered Design or Design Copyright pr other
exclusive right.
17. DATA and TECHNICAL
INFORMATION.
Any illustrations, performance
details, examples of installations and methods of assembly and any other
technical data issued by the Company is provided for general guidance only
and forms no part of the contract unless expressly agreed in writing.
18.
INSOLVENCY.
If the customer shall become
bankrupt or insolvent or compound with creditors, or in the event of a
resolution being passed or proceedings commenced for the liquidation of
the Customer (other than for a voluntary winding up for the purpose of
reconstruction or amalgamation) or if a Receiver or Manager is appointed
of all or any part of its assets or undertaking or if the customer (being
an individual) shall die or if the Customer shall be in default of his
obligations under the contract, then the Company shall be entitled to
cancel this Contract and any other Contract between the Customer and the
Company in force at the date hereof, in whole or in part, by notice in
writing (without prejudice to any rights or remedy accrued or accruing to
the Company) and the price of all Goods or Services rendered by the
Company to the Customer whether under this contract or any other contract
in force at the date hereof shall immediately become due and payable.
19. FORCE MAJEURE.
Without prejudice to the
Condition 2(1) the Company shall not be under any liability for any delay
, loss or damage caused wholly or in part by Act of God, Governmental
restriction, condition or control, any laws, rules or regulations of the
country of origin of the Goods, non-arrival of imported goods, inability
to obtain transport or loading facilities or by reason of any act done
pursuant to a trade dispute, whether such disputes involves its employees
or not or by reason of any other act, matter, or thing beyond its
reasonable control, including failure by the other party to carry out the
provisions of these conditions.
20. CONSUMER PROTECTION
ACT 1987 (“the Act”)
(1) In circumstances where the
Company supplies Goods or parts to the Customer for incorporation with, or
use ancillary to any composite products to be produced, manufactured,
processed or supplied by the Customer then :-
(i) the Customer shall forthwith
on demand produce for inspection by the Company , copies of all written
instructions, information, and warnings to be supplied by the Customer in
relation to the said composite products, provided nevertheless that such
inspection or right to inspect shall not of itself constitute acceptance
or approval on the part of the Company of such instructions, information
or warnings, and:-
(ii) the Customer shall
indemnify, reimburse and compensate the Company for all losses and damages
(including costs, expenses and charges for legal actions in which the
Company may be involved) that the Company may incur in the event that any
claim or claims are made against the Company pursuant to the Act relating
to the said composite products of the Customer or Goods or parts thereof
supplied hereunder in circumstances in which the said goods or parts
supplied by the Company were either :-
(a) not the
defective part of the said composite product or
(b) were only
rendered the defective part or became the defective product by reason of
actions or omissions of the Customer or
( c ) were only rendered the defective part or became the
defective product by reason of instructions or warnings given by the
Customer or other supplier of the said composite products or the goods or
parts thereof supplied hereunder, or
(d) were supplied
by the Company in accordance with the specification and/or standard
stipulated by the Customer.
2) For the purpose
of this condition the word “defective” shall be interpreted in accordance
with the definition contained in the Act.
(3) The Customer
must satisfy itself that the goods or part thereof of the Company’s supply
are suitable for any application in or for which they are to be used prior
to incorporation of use.
21. LEGAL.
The contract shall be
governed and interpreted exclusively according to the Law of England and
shall be subject to the jurisdiction of the English Courts only.
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