Terms and Conditions
CONDITIONS OF TRADING
IMPORTANT NOTICE. Please read all the terms of these trading conditions with care. Whilst we endeavour to provide a service to the highest competitive standards, even the best enterprises must take account of the possibility, however remote, of error, omission or wrong doing. We therefore draw to your attention the following standard conditions and in particular clauses 4 and 10 which contain provisions defining and limiting our liability in respect of any potential breach or default.
In these conditions, “the Seller” shall mean TROWBRIDGE and “the Buyer” shall mean the person or company on the face hereof.
2.INCORPORATION OF TERMS
- Except to the extent that such provision of the Sale of Goods Act 1976 (or any other relevant legislation) as are non excludable otherwise provide, these conditions together with such provisions of the said Act or other legislation as are not inconsistent herewith shall apply to all sales by the Seller and shall form the basis of the Contract between the Seller and the Buyer.
- All quotations and price lists are given and all orders accepted on these terms, which supersede any other terms in the Seller's catalogue or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiations, in regular or any course of dealing established between the Seller and the Buyer. All orders hereafter made by the Buyer shall be deemed to be made subject to these terms.
- No contract for the sale of goods specified overleaf (“the Goods”) shall be concluded until the Seller has issued an “Acknowledgement of Order” form.
- The signing by the Seller of the Buyer's documentation shall not imply any modification of these terms.
- No employee, servant or agent, of the Seller has the authority whatsoever except in writing and with the agreement of the Seller to amend, vary, modify or waive any of the terms and conditions contained herein.
- No modification of these terms shall be effective unless made by an express written agreement between the parties.
- All prices quoted by the Seller are exclusive of Value Added Tax or Sales Tax.
- The Seller's costs (including storage charges, in any) due to the Buyer's neglect or default or lack of instruction shall be paid by the Buyer in addition to the contract price.
- The prices at which the Goods are sold are the respective prices listed in the Seller's price lists in force on the date the Seller issues an acknowledgement of the order form.
- All prices quoted by the Seller are exclusive to the Buyer's special packaging and/or covering requirements, the Goods are delivered without covering unless the Buyer specifies its covering requirements at the time of placing the order which requirement will be the subject of an additional charge over and above the list price.
- The Seller reserves the right to make a charge for delivery. Any such charge will be specified on the face hereof.
4.NO GUARANTEE WARRANTY OR UNDERTAKING
The Seller gives no guarantee, warranty or undertaking express or implied as regards the fitness for any particular purpose of the Goods or their freedom from injurious quality or from latent defects save where such guarantees, warranties or undertakings are required by law to be given. The Buyer acknowledges and agrees that it is solely responsible for ensuring that the Goods are fit for the Buyer's purpose.
Notwithstanding that the Goods may have been described and/or depicted in the brochure, catalogue or price list of the Seller, if the Goods correspond with any sample which has been produced to and examined by the Buyer, such Goods shall be deemed to correspond with the description or depiction in any such catalogue brochure or price list whether or not that is in fact the case
6.PLACE OF DELIVERY
The Seller shall deliver the Goods to the Buyer at the Buyer's place of business or such other place as the Buyer shall nominate at the time of placing the order for the Goods.
Risk in the Goods shall pass to the Buyer upon physical delivery of the Goods in to the care and/or custody of the Buyer or its servants or agents or to the Carrier. The BUYER MUST MAKE ITS OWN INSURANCE ARRANGEMENTS TO COVER DAMAGE TO OR LOSS OF THE GOODS IN TRANSIT.
8.PAYMENT/RETENTION OF THE TITLE
- Payment for the Goods shall be made in accordance with the terms set out overleaf PROVIDED ALWAYS THAT PROPERTY IN THE GOODS SHALL NOT IN ANY CIRCUMSTANCES PASS UNTIL PAYMENT IN FULL OF ANY AMOUNT DUE IN RESPECT THEREOF SHALL HAVE BEEN MADE TOGETHER WITH INTEREST THEREON (IF ANY)
- Until payment in full shall have been made as aforesaid the Buyer shall hold the Goods as Bailee on behalf of the Seller and shall keep the said Goods stored within its premises separately from its own or any other goods stored therein.
9.SELLERS RIGHTS ON NON PAYMENT
If the Buyer fails to pay the Seller any amount on due date:-
- Interest at the rate of 2% per month shall be payable upon all outstanding amounts after, as well as before, judgement has been obtained from the Invoice Date.
- The Buyer shall pay all legal fees and other costs of enforcement incurred by the Seller (whether or not Court proceedings shall have been issued) on a full indemnity basis together with interest thereon pursuant to clause 9(a) from the date upon which the Seller shall have become liable to pay such fees and/or other costs.
- The Seller may repossess any Goods in respect of which payment is overdue and thereafter resell the same. AND FOR THIS PURPOSE THE BUYER HEREBY GRANTS AN IRREVOCABLE LICENCE TO THE SELLER AND ITS SERVANTS AND AGENTS TO ENTER UPON ALL OR ANY OF ITS PREMISES WITH OR WITHOUT VEHICLES DURING NORMAL BUSINESS HOURS, THIS RIGHT IS WITHOUT PREJUDICE TO ANY OTHER RIGHTS OF THE SELLER.
- The Seller shall have the right, when such failure to pay arises before delivery of the Goods to the Buyer to withhold delivery until such time as payment of all sums due from the Buyer to the Seller whether or not such sums are due in respect of Goods withheld include interest, legal costs, storage costs and any other costs or expenses of the Seller incurred by any reason of the Buyer's default.
- The Buyer shall pay all expenses incurred by the seller arising directly from such failure to pay including without prejudice to the generality of the foregoing the costs of storage.
10.LIMITATION PERIOD OF CLAIMS
The Buyer shall carefully examine the Goods on receipt of the same and the Seller shall not be liable to the Buyer:-
- For shortage in quantity delivered or damage to or loss of the Goods or any part thereof in transit unless such shortage, damage or loss is noted on the Seller's copy of the delivery note and full details of such shortage, damage or loss are provided to the Seller in writing within three working days of delivery, or (if the delivery note is marked “unexamined”) a claim is made within 14 working days of delivery.
- For other defects in the Goods unless notified to the Seller within one month of receipt of the Goods by the Buyer.
- The Seller's liability howsoever arising shall not exceed:- (i) In the case of claims for loss or damage to the Goods, the value of the Goods lost or damaged, or (ii) In the case of all other claims, the value of the Goods in respect of which the Seller's liability has arisen. For the purpose of sub-clauses (i) and (ii) above the value of the Goods shall be the unit price as stated on the Seller's invoice.
- ALL DELIVERY DATES ARE ESTIMATES ONLY AND THE TIME OF DELIVERY SHALL NOT BE THE ESSENCE OF THE CONTRACT.
- Should the Seller be prevented from or hindered in delivering the Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lock out, acts or regulations of the Government, shortage of materials or labour, acts, default or omission of the supplier of the Goods to the Seller, or any cause beyond the Seller's control, the time of delivery shall be extended until the operation of the clause preventing or hindering delivery has ceased.
- Should the Seller be prevented from delivering part of the Goods by reason of any clauses specified in the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the contract.
- Where the Goods are contracted for delivery by instalments each delivery shall be deemed to be the subject of a separate enforceable contract.
- The Seller shall be entitled to deliver part of the Goods ordered or to deliver instalments and to invoice the Buyer for such part delivery or each such instalment.
- If the delivery of the Goods has not been made within six months of the estimated delivery date, the Buyer shall be entitled by giving written notice to the Seller to cancel its order in respect of such Goods.
- In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for late delivery of the Goods or any of them or for any loss consequential or otherwise arising therefrom.
The Buyer shall indemnify the Seller against all actions, proceedings, liability claims, damages, costs and expenses in relation to or from costs arising out of the sale, use or operation of any product of the Buyer of which the Goods or any part of them form part.
Each provision of these Conditions of Trading is to be construed separately applying and surviving even if for any reason any one or more of the said provisions is held inapplicable or unreasonable in any circumstances and shall remain in force notwithstanding termination or performance of the contract.
All questions arising out of or in connection with this contract or the goods or services supplied or covered by it shall be settled by the High Court in London to the exclusion of foreign courts and Tribunals and in any case the contract and all such questions shall be construed in accordance with and governed by the laws of England.