1. INTERPRETATION 1.1 All words appearing in these Terms & Conditions with capital initial letters will have the meaning indicated in the Purchase Order and the words “you” and “us” and their derivatives mean the Buyer and Seller respectively. “Contract” means any contract between you and us for the sale and purchase of the Goods, incorporating the Purchase Order and these Conditions. “Goods” means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them). 1.2 In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. In these conditions reference to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires. In these conditions headings will not affect the construction of these conditions.
2. APPLICATION OF TERMS We agree to supply and you agree to accept the Goods in accordance with the terms and conditions of the Purchase Order and the terms and conditions contained herein.
3. DESCRIPTION The description of the Goods shall be as set out in the Purchase Order. All drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4. DELIVERY 4.1 The Goods shall be delivered, carriage paid, to the delivery address set out in the Purchase Order; 4.2 Any dates specified by us in the Purchase Order for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time; 4.3 Subject to the other provisions of these conditions we will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.
5. NON-DELIVERY 5.1 The quantity of any consignment of Goods as recorded by us upon dispatched from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary; 5.2 We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless written notice is given to us within 7 days of the date when the Goods would in the ordinary course of events have been received; 5.3 Any liability of us for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. RISK/TITLE 6.1 The Goods are at your risk from the time of delivery; 6.2 Ownership of the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are or which become due to us from you on any account; 6.3 Until ownership of the Goods has passed to you, you must: (a) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (b) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction; 6.4 You may resell the Goods before ownership has passed to you solely on the following conditions: (a) any sale shall be effected in the ordinary course of your business at full market value; and (b) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale; 6.5 Your right to possession of the Goods shall terminate immediately if: (a) You have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (if you are a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of your administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to the insolvency or possible insolvency of you; or (b) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or (c) you encumber or in any way charge any of the Goods; 6.6 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us. 6.7 You grants us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
7. PRICE The price for the Goods shall be the price set out in the Purchase Order. The price for the Goods shall be exclusive of any value added tax. 8. PAYMENT
8.1 Payment of the price for the Goods is due on or before the last day of the month following the month in which we send you an invoice for the Goods. For example, if we send you an invoice on any day in June 2008, payment is due on or before 31st July 2008; 8.2 Time for payment shall be of the essence; 8.3 No payment shall be deemed to have been received until we receive cleared funds; 8.4 All payments payable to us under the Contract shall become due immediately upon termination of this Contract despite any other provision; 8.5 You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you; 8.6 If you fail to pay us any sum due pursuant to the Contract you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. QUALITY 9.1 We warrant that (subject to the other provisions of these conditions) upon delivery, and for a period of 3 months from the date of delivery, the Goods will: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1994; (b) be reasonably fit for their purpose; and 9.2 We shall not be liable for a breach of any of the warranties in condition 9.1 unless: (a) you give us written notice of the defect, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the time when you discover or ought to have discovered the defect; and (b) we are given a reasonable opportunity after receiving the notice of examining such Goods and you (if asked to do so by us) return such Goods to our place of business at our cost for the examination to take place there; 9.3 We shall not be liable for a breach of any of the warranties in condition 9.1 if: (a) you make any further use of such Goods after giving such notice; or (b) the defect arises because you failed to follow our oral or written instructions as to the use or maintenance of the Goods; or (c) you altered or repaired such Goods without our written consent; 9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with any of the warranties in condition 9.1 we shall at our option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if we so request, you shall, at our expense, return the Goods or the part of such Goods which is defective to us; 9.5 If we comply with condition 9.4 we shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods; 9.6 Any Goods replaced will belong to us and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 3 month period.
10. LIMITATION OF LIABILITY 10.1 Subject to condition 9, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of: (a) any breach of these conditions; and (b) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract; 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract; 10.3 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation. 10.4 Subject to conditions 10.2 and 10.3: (a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price payable by you to us for the Contract; and (b) we shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
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