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TERMS & CONDITIONS
Definitions
1.1 In these conditions (unless the context otherwise requires):
a) "Buyer" means the person, firm or company with whom the Contract is made;
b) "Company" means Pufferparts Ltd and also (where the context so permits) its
assigns and any sub-contractor for the said company;
c) "Company's Premises" means the premises mentioned in the Company's quotation
or other contractual document in respect of the Goods or if not so mentioned
means the Company's premises at Riddlesdon, Keighley
d) "Contract" means the contract between the Buyer and the Company for the sale
and purchase of Goods.
e) "Goods" means the goods ( or any installment or part of them ) to be the
supplied pursuant to the Contract;
1.2 Words in the singular shall include the plural and vice versa, references to
any gender shall include the others and references to legal persons shall
include natural persons and vice versa.
1.3 The headings in these conditions are intended for reference only and shall
not affect their construction. General
2.1 These conditions shall apply to the Contract to the exclusion of any other
terms and conditions contained or referred to in any order, letter, form of
contract or other communication sent by the Buyer to the Company and the
provisions of these conditions shall prevail unless expressly varied in writing
and signed
2.2 Any concession made or latitude allowed by the Company to the Buyer shall
not affect the strict rights of the Company under the Contract.
2.3 If in any particular case any of these conditions shall be or be held
invalid or shall not apply to the Contract the other conditions shall continue
in full force and effect. Orders
3.1 Not withstanding that the Company may have given a detailed quotation no
order shall be binding on the Company unless and until it has been accepted in
writing by the Company.
3.2 No liability for errors made by the Buyer in pursuance of the Contract will
attach to the Company. Prices
4.1 Unless otherwise agreed by the Company in writing :
a) The price payable for Goods (or an installment thereof) shall be the list
price of the Company current at the date the Goods (or an installment thereof)
are made available for collection, or are despatched ( as appropriate);
b) the Company's prices are subject to adjustment to take account of any
variation in the Company's costs including ( but not limited to ) variations in
wages, the cost of materials, exchange rate fluctuations, alteration of duties
and other costs since the date of the Company's quotation or ( if no quotation
is issued) the Buyer's order. The Company accordingly reserves the right to
adjust the invoice price by the amount of any increase or decrease in such costs
after the price is quoted and the invoice so adjusted shall be payable as if the
price set therein were the original contract price.
4.2 All prices are exclusive of any cheque guarantee or credit charge surcharges
( calculated in accordance with condition 7.2 below ) and these will be charged
by the Company and will be payable by the Buyer at the appropriate rate.
Additional Costs
5.1 The Buyer shall indemnify the Company in respect of any loss, cost or
expense incurred by the Company as a result, directly or indirectly, of the
Buyer's instructions or lack of instructions or through any failure or delay
whatsoever in taking delivery or through any other act, neglect or default on
the part of the Buyer, its servants, agents or employees.
5.2 The buyer shall be liable to pay an administration fee of £10 if so required
during disputes to cover company time and postage
5.3 The buyer shall be liable to pay a restocking fee of 30% or £20 which ever
be the greater against any unauthorized returns.Intellectual Property
6.1 The Buyer shall indemnify the Company against all costs, claims, losses,
expenses and damages incurred by the Company or for which it may be liable due
to or arising directly or indirectly out of any infringement or alleged
infringement of patents, trade marks, copyright, design right or other
intellectual property right occasioned by the importation, manufacture or sale
of the Goods if made to the specification or special requirements of the Buyer.
Terms of Payment
7.1 Unless the Company otherwise agrees in writing, the Buyer shall pay for the
Goods including, where the Company agrees to arrange the delivery of the Goods,
the cost of carriage in cash cleared funds either in advance upon placing an
order or at any other time specified by the Company in its absolute discretion
save that payment shall become due in any event forthwith upon the occurrence of
any of the events referred to in condition 15 below.
7.2 If the Company accepts payment by credit card or a cheque which requires
guarantee by a third party, an additional surcharge at a rate displayed on the
premises and in relevant advertisements shall be payable by the buyer. The buyer
is liable for and shall pay any charges involved in the transfer of funds (i.e.
BACS, T/T etc.).
7.3 If the Goods are despatched in installments the Company shall be entitled to
invoice each installment as and when the installment is made available for
collection and payment shall be due in respect of each installment when such
installment has been made available for collection notwithstanding other
installments are not yet available for collection or other default on the
Company's part.
7.4 If upon the terms of the Contract the price for the Goods shall be payable
by installments or if the Buyer has agreed to take specified quantities of Goods
at specified times a default by the Buyer in the payment of any due installment
or the failure to collect any quantity of Goods outstanding or to give the
Company adequate instruction to allow the Company to arrange the delivery of the
Goods shall cause the whole of the balance of the price to become due forthwith.
7.5 The price of the Goods shall be due in full to the Company in accordance
with the terms of the Contract and the Buyer shall not be entitled to exercise
any set-off, lien or any other similar right or claim.
7.6 The time of payment shall be of the essence of the Contract.
7.7 Without prejudice to any other rights it may have the Company is entitled (
both before and after any judgement) to charge interest at a rate equal to the
higher of the interest rate payable on court judgements or 2% above the base
rate from time to time of Barclays Bank PLC on overdue payments of the price of
the Goods or the price of any installments thereof. Despatch
8.1 Unless otherwise agreed by the Company in writing the Goods will be supplied
ex the Company's Premises and the price of the Goods is exclusive of carriage
packing and insurance to the Buyer's premises.
8.2 The Company will at the Buyer's request and for the account of the Buyer
arrange the carriage of the Goods to a destination in the United Kingdom
specified by the Buyer but the Company shall not be liable in negligence or
otherwise for any act omission or default of the Company or the carrier of such
Goods.
8.3 Where the Goods are supplied for export from the United Kingdom, the Buyer
shall be responsible for ensuring the compliance with any legislation or
regulations governing the importation of the Goods into the Country of
destination, and into any country through which the Goods are transported, and
for the payment of any duties on or in respect of importation or transportation
of the Goods. The Buyer is responsible for supplying satisfactory proof of
export as required by current legislation.
8.4 All times, dates or periods given for delivery or collection of the Goods
are given in good faith but without responsibility on the Company's part.
8.5 Any time specified for the delivery or collection of the Goods shall not be
of the essence of the Contract.
8.6 Any period for delivery or collection shall be calculated from the time of
the Company's acceptance of the Buyers order or from the Company's receipt of
all information necessary to enable the Company to manufacture or procure the
manufacture of the Goods ( whichever shall be the later).
8.7 Where the Goods are handed to a carrier for carriage to the Buyer or to
United Kingdom port for export any such carrier shall be deemed to be an agent
of the Company and not of the Buyer for the purposes of sections 44, 45, 46 of
the Sale of Goods Act 1979.
8.8 The Buyer agrees that section 32(3) of the Sale of Goods Act 1979 shall not
apply to Goods sent by the Company.
8.9 No liability (whether in contract or for negligence or otherwise howsoever)
for loss of or damage to the Goods occurring prior to the Goods being available
for collection or for any claim that any item delivered pursuant to the Contract
is defective or is otherwise not in accordance with the Contract ( being a
defect or loss, damage or non-compliance which would be obvious upon a
reasonable inspection of the Goods) will attach to the Company unless claims to
that effect are notified in writing by the Buyer to the Company within three
days of delivery or the Goods being made available for collection for loss,
damage, defect or non-compliance with the Contract.
8.10 In the event of a valid claim for defect, loss, damage, or non-compliance
with the Contract the Company undertakes at its option either to reprocess or
replace the items concerned at its expense but shall not be under any further or
other liability in connection with such loss, damage or non-compliance.
8.11 If the Buyer shall fail to give notice in accordance with condition 8.9
above the Goods concerned shall be deemed to be in all respects in accordance
with the Contract and without prejudice to earlier acceptance by the Buyer it
shall be bound to accept and pay for the same accordingly and all claims in
respect of loss, damage, defect or non-compliance shall (save as set out in
condition 12 below) thereafter be wholly barred.
8.12 If for any reason the Buyer is unable to collect or accept delivery of the
Goods at the time when the Goods are due and ready for collection or delivery
the Company may at its sole discretion without prejudice to its other rights and
for such periods as the Company may determine store the Goods at the Buyer's
risk and take all reasonable steps to safeguard and insure them at the Buyer's
cost, provided that the Buyer shall be immediately informed thereof. The Company
can charge an Administration / Re-Stocking charge for goods not collected or
refused delivery by the Buyer or his Agent.
8.13 The Company shall have the right to make the Goods available for collection
or deliver them by installments of such quantities and at such intervals as it
may decide, and any express provision as to installments in the Contract shall
be in addition to and not in derogation of this right.
Returns
9.1 Goods supplied in accordance with the Contract cannot be returned without
the Company's prior written authorisation. Authorisation will be issued upon
receipt, from the Buyer of proof of purchase, details of defect and Stock code
of defective items. The Company will give the Buyer a return of material
authorisation number in relation to authorised returns. Duly authorised returns
shall be sent to the Company's Premises at the Buyer's expense and must be
clearly marked externally with the RMA Number.
9.2 The Buyer shall be liable to pay an additional payment to cover the
Company's administration charges in the event that any Goods returned to the
Company pursuant to Condition 9.1 above prove not to be defective. Passing of
Title & Risk
10.1 From the time that the Goods are despatched from or made ready for
collection at the Company's Premises the Goods shall be at the Buyer's risk who
shall be solely responsible for their custody and maintenance but, unless
otherwise expressly agreed in writing, the Goods shall remain the Company's
property until all payments to be made by the Buyer under the Contract and any
other contract between the Company and the Buyer and on any other account
whatsoever have been made in full and unconditionally. Whilst the Company's
ownership continues the Buyer shall keep the Goods labelled as belonging to the
Company and separate and identifiable from all other goods in its possession as
bailee for the Company.
10.2 The Buyer may only re-sell the Goods in the ordinary course of the Buyer's
business as a fiduciary and trustee for the Company. In the event of any resale
by the Buyer of the Goods the Company's beneficial entitlement shall attach to
the proceeds of sale or other disposition thereof so that such proceeds or any
claim therefore shall be assigned to the Company and until such assignment shall
be held on trust in a separate identified account for the Company by the Buyer
and such proceeds shall not be mingled with other moneys or paid into any
overdrawn bank account and shall at all times be identifiable as the Company's
moneys.
10.3 Without prejudice to the equitable rules as to tracing, in the event of
failure to pay the price in accordance with the Contract the Company shall have
power to re-sell the Goods, such power being additional to ( and not in
substitution for ) any other power of sale arising by operation of law or
implication or otherwise and for such purpose the Company and its servants and
agents may forthwith enter upon any premises or land occupied or owned by the
Buyer to remove the Goods.
10.4 Pending payment of the full purchase price of the Goods the Buyer shall at
all times keep the Goods comprehensively insured against loss or damage by
accident, fire, theft and other risks usually covered by insurance in the type
of business carried on by the Buyer in an amount at least equal to the balance
of the price for the same from time to time remaining outstanding. The policy
shall bear an endorsement recording the Company's interest. Conditions &
Warrenty
11.1 The Contract shall not constitute a sale by description or sample.
11.2 Any conditions or warranties ( whether express or implied by statute or
common law arising from conduct or a previous cause of dealing or trade custom
or usage or otherwise howsoever) as to the quality of the Goods or their fitness
for any particular purpose ( even if that purpose is made known expressly or by
implication to the Company) or as to the correspondence of the Goods with any
description or sample are hereby expressly negatived. Defective Goods
12.1 Unless the Goods concerned are second-hand, in substitution for all rights
which the Buyer would or might have but for these conditions the Company
undertakes that if within 48 hours from the date of the Company's invoice a
defect in materials or workmanship appears in Goods supplied by the Company, and
provided that the goods are returned to the Company within 7 days from the date
of the Company's invoice, it will at the customer's request replace the
defective item free of charge for labour and materials at the Buyers nominated
premises ( as presented on the Company's invoice) in the United Kingdom or
refund the purchase price of the defective item. Thereafter that is within 30
days from the date of the company's invoice if a defect appears in Goods
supplied by the Company being a defect which would not be obvious on reasonable
inspection thereof ( whether such an inspection was carried out or not ) the
Company will at its discretion repair it or supply a replacement thereof free of
charge at the Buyers premises ( as presented on the Company's invoice) in the
United Kingdom for the original Goods provided that in any case the original
Goods have been accepted and paid for and returned in accordance with Condition
12.4 below.
12.2 The warranty provided in condition 12.1 above shall not apply when the
Goods or any part of them are second-hand, have not been operated in ordinary
use and/or in accordance with the manufacturer's or the Company's instructions,
have been repaired, altered or modified without the Company's prior written
consent or if any serial number has been removed, defaced or altered in any way
or any essential transport packaging has been replaced or discarded.
12.3 Damage caused to any returned Goods which is due to faulty packaging is the
responsibility of the Buyer.
12.4 In order to exercise its right under this condition, the Buyer shall inform
the Company within 3 days of receipt of the Goods when such defect appeared
shall at the Company's written request return the defective Goods carriage paid
to the Company's premises.
12.5 Nothing herein shall impose any liability upon the Company in respect of
any defect in the Goods arising out of the acts, omissions, negligence or
default of the Buyer, its servants or agents including in particular (but
without prejudice to the generality of the foregoing) any failure by the Buyer
to comply with any recommendations of the Company or manufacturer as to the
storage and handling of the Goods.
12.6 A defect in an installment of Goods shall not be a ground for cancellation
of the remainder of the installments and the Buyer shall be bound to accept the
remaining installments.
12.7 Nothing herein shall have the effect of excluding or restricting the
liability of the Company for death or personal injury resulting from its
negligence in so far as the same is prohibited by United Kingdom statute.
Use of goods supplied for any purpose is the sole responsibility of the
BuyerBuyer's Specification
13.1 The Company shall not be liable for imperfect work caused by any
inaccuracies in any drawing, bill of quantities or specification supplied by the
Buyer. Consequential Loss
14.1 The Company shall not be liable for any costs, claims, damages or expenses
arising out of any tortious act or omission or any breach of contract or
statutory duty calculated by reference to profits, income, production or
accruals or loss of such profits, income, product or accruals or by reference to
accrual of such costs, claims, damages or expenses on a time basis. Default or
Insolvency of Buyer
15.1 If the Buyer shall be in breach of any of its obligations under the
Contract or if any distress or execution shall be levied on the Buyer's property
or assets [ or if the Buyer shall make or offer to make any arrangement or
composition with his creditors or commit any act of bankruptcy or if any
bankruptcy petition be presented against him or (if the Buyer is a company) if
any resolution or petition to wind up such company shall be passed or presented
or if a receiver, administrative receiver or administrator of the whole or any
part of such company's undertaking property or assets shall be appointed ] the
Company in its discretion and without prejudice to any other right or claim may
by notice in writing determine wholly or in part any and every contract between
the Company and the Buyer or may ( without prejudice to the Company's right
subsequently to determine the Contract for the same cause should it so decide)
by notice in writing suspend delivery or any further deliveries (as the case may
be) of Goods until any default by the Buyer be remedied. Limitation of Liability
16.1 The aggregate liability of the Company ( whether in contract or for
negligence or breach of statutory duty or otherwise howsoever) to the Buyer for
any loss or damage of whatsoever nature and howsoever caused shall be limited to
and in no circumstances shall exceed the price of the Goods. Representations
17.1 No statement, description, information, warranty, condition or
recommendation contained in any catalogue, price list, advertisement or
communication or made verbally by any of the Company's agents or employees shall
be construed to enlarge, vary or override in any way any of these conditions.
Force Majeur
18.1 The Company shall be entitled to delay or cancel the performance of its
obligations under the Contract and these conditions if and to the extent that it
is prevented from or hindered in or delayed in manufacturing, obtaining,
delivering or making available for collection the Goods by normal route or means
of delivery through any circumstances beyond its control including (but not
limited to) strikes, lock-outs, accidents, war, fire, reduction in or
unavailability of power at manufacturing plant, breakdown of plant or machinery
or shortage or unavailability of raw materials from normal sources of supply.
Cancellation
19.1 Save as provided in conditions 15 and 18 hereof contracts may not be
cancelled except by agreement in writing of both parties and upon the payment to
the Company of such amount as may be necessary to indemnify the Company against
all loss resulting from the said cancellation. Sub-Contracting
20.1 The Company may assign the Contract with the Buyer or sub-contract the
whole or any part thereof to any person, firm or company. Proper Law
21.1 The Contract shall in all respects be governed by and construed in
accordance with English law.
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