1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation.
2.1 Subject to any variation under Condition 2.7, the Contract will be upon these Terms and Conditions to the exclusion of all other terms and conditions and all previous oral or written representations, including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 Each order or acceptance of a quotation for Goods will be deemed to be an offer by the Buyer to purchase Goods upon these Terms and Conditions. The Contract is formed when the order is accepted by the Company, by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of the order is issued by the Company.
2.3 Any quotation is valid for a period of 3 months only from its date, unless otherwise specified on the quotation or the Company has not previously withdrawn it.
2.4 The Buyer must ensure that the terms of its order and any applicable Specification are complete and accurate.
2.5 Acceptance of delivery of the Goods will be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.6 Subject to Conditions 7.5, 12 and 13, cancellation of a Contract by the Buyer will only be accepted at the discretion of the Company. The Company may cancel the Contract at any time prior to despatch of the Goods.
2.7 Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing and signed by a director of the Company.
2.8 Unless otherwise agreed there shall be a Minimum Order Value. In the absence of prior agreement, any order below the Minimum Order Value will incur a charge to include the cost of packaging, delivery and administration.
3.1 The quantity and description of the Goods will be as set out in the acknowledgement of order.
3.2 All Technical Data Sheets, samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. They will not form part of the Contract.
3.3 If Goods are made to the Specification, instruction or design supplied by the Buyer, or third party on behalf of the Buyer, then the Buyer:
3.4 The Buyer warrants that it will provide to all third parties to whom it may supply the Goods, all information as to the use and safe handling of the Goods which has been provided to the Buyer by the Company.
3.5 The Company may make any changes to the Specification, design, materials (whether or not supplied by the Buyer) or finishes of the Goods which:
3.6 The Company may deliver to the Buyer Goods up to 5% more or 5% less than the quantity ordered of Goods supplied from the Company’s stock without any adjustment in the price, and the quantity delivered will be deemed to be the quantity ordered, other than in relation to Goods which are produced to order by the Company, in which case the Company may deliver to the Buyer Goods up to 10% more or 10% less than the quantity ordered.
4.1 The price for the Goods will be the price specified in the acknowledgement of order and is exclusive of any value added tax or other applicable sales tax or duty which will be added to the sum in question.
4.2 The Company may at any such time before delivery increase the price of the Goods by notice to the Buyer. In such an event the Buyer may on receipt of such notice cancel the order for the Goods, but if the delivery of the Goods is to be made by instalments the Buyer shall be entitled to cancel only the undelivered portion of the order. No other remedy shall be available to the Buyer in respect of such variation in price. If the Buyer does not make any such cancellation the increased price shall apply to the Contract as regards those Goods not already delivered when the increase is made.
4.3 The Company will be entitled to increase the price of the Goods following any changes in the Specification made both at the request of the Buyer and agreed by the Company or to cover any extra expense as a result of the Buyer’s instructions or lack of instructions, or to comply with the requirements referred to in Condition 3.5.1.
5.1 The Company may invoice the Buyer for the Goods on or at any time after despatch of the Goods.
5.2 Unless otherwise agreed in writing and subject to Condition 5.5, payment is due in pounds sterling 30 days after service of such invoice.
5.3 Time for payment will be of the essence.
5.4 No payment will be deemed to have been received until the Company has received cleared funds.
5.5 All sums payable to the Company under the Contract will become due immediately upon termination of the Contract.