R.J.Binnie Ltd. – Terms and Conditions of Sale
- In these terms and conditions
“Contract” means the contract for the supply of goods.
“Customer” means the person or company who has accepted a quotation from us for the sale of Goods or who has placed an order with us which we have accepted and shall include any principal on which behalf the person or company placing the order is acting as agent.
“Goods” means the goods which are specified overleaf and which have agreed to supply in accordance with these Terms and Conditions.
“Order” means an Order by the customer, and
“Terms and Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes and special terms and conditions agreed in writing between the customer and ourselves.
- The customers Order is accepted subject to these Terms and Conditions only which shall override any terms or conditions stipulated by the customer whether in his enquiry or order form or otherwise. The placing of an order with us will be deemed to be an acceptance of these terms and conditions to the entire exclusion to any other terms and conditions.
- No variation of these terms and conditions shall be binding unless agreed in writing between the authorised representatives of the customer and ourselves.
- The price for the goods shall be our quoted price, or where no price has been quoted, the price as quoted on our current price list at the date of acceptance by us of an order and is exclusive of any applicable value added tax, which the customer will be additionally liable to pay to us, should value added tax be payable.
- The price unless otherwise stated, shall be ex-works, being the time the goods leave our premises.
- Where carriage, insurance, packaging, storage or other charges are shown separately from the price of the goods they are nevertheless payable by the customer at the same time as if they form part of the price and shall be treated as such for the purpose of these terms and conditions.
- Defective Goods
- The customer shall be responsible to us for ensuring the accuracy of the terms of any order.
- If any goods are defective and returned to us within 7 days of delivery, we will replace them or at our sole discretion, refund the price of the goods but we shall have no further liability to the customer.
- We shall not be under any liability in respect of any defective goods except as provided in (a) above unless the defect results in death or personal injury caused by negligence on our part.
- We shall not in any event be liable to compensate the customer for any liability to third parties or for any loss of profit or business or other consequential loss or damage caused by the supply of or any defect in the goods by the customer.
- All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Any figures or information given in respect of the performance or efficiency of the goods are based upon our experience and as such as we expect to obtain, but no liability is accepted for the performance, efficiency or fitness for any particular purpose of the goods unless a specific undertaking in writing has been given.
No order may be cancelled by the customer except with our prior written agreement and on terms that the customer shall indemnify us in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by us as a result of such cancellation.
- Risk, Damage in Transit and Short Delivery
- Our responsibility for damage to or loss of the goods shall cease upon delivery and thereupon all risk passes to the customer.
- The customer shall acknowledge receipt of the goods by signing either our receipt note or a carriers receipt or receipt book. Unless the customer states on its acknowledgement that it has not examined the goods, the customer shall be deemed to have received all the goods in the order in an acceptable condition apart from any short delivery or damage to goods which the customer records when acknowledging them.
- In any event no claim for short delivery or for damage to goods shall be made by the customer unless notice of the claim is given in writing within 5 days of delivery of the order.
- In any event, we shall not be liable to compensate the customer for any liability to third parties or for any loss of profit or business caused by any short delivery or damage to goods.
- Execution of Orders
- We shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in delivery where such delay is caused by shortages of labour or materials or by strikes, trade disputes, industrial action, lock outs, power failure or breakdown of machinery or accidents or by any cause whatsoever beyond our reasonable control.
- Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.
- Delivery time shall not be of the essence.
- Delivery will be made specified in the order or, if no place specified, delivery will be at the place from which the goods the subject of the order would normally be despatched.
- The customer shall pay the price of the goods within 30 days of the date of the invoice, not withstanding that property in the goods has not passed to the customer. Time of payment for the price shall be of the essence.
- If the customer fails to make any payment on the due date then, without predjudice to any other right or remedy available to us, we shall be entitled to:
- cancel the contract or suspend any further deliveries to the customer.
- appropriate any payment made by the customer to such of the goods (or goods supplied under any other contract) as we think fit.
- Charge the customer interest (both before and after any judgement) on the amount unpaid at a rate of 2% per month above the base rate from time to time of Barclays Bank plc, until paymentin full is made (a part month being treated as a full month for the purpose of calculating interest)
- Notwithstanding any agreed terms for payment the goods are not sold or delivered on credit but on condition that title and ownership therein shall be retained by us and shall not pass to the customer untilall sums due for all goods received from us have been paid in full.
- Until all sums due for all goods received from us have been paid the goods shall be kept separate from any goods in the possession of the customer belonging to the customer or any third party and shall br clearly marked and identifiable as being our property.
- Until such time as title in the goods is passed to the customer:
- we shall have absolute authority to re-take, sell or otherwise deal with or dispose of all or any of the goods in which title remains vested in us
(ii) for the purposes specified in (i) above we and any of our agents and authorised representatives shall be entitled without notice at any time to enter any premises where the goods owned by us may be or are reasonably believed to be.
- If we cancel the contract and/or remove the goods, we shall be entitled to retain any part of the price which has been paid to us.
- If the customer (i) fails to make any payment to us when due; or (ii) proposes to compound with its creditors, applies for an interim order under section 252 Insolvency Act 1986 or has a bankruptcy petition presented against it; or (iii) being a company, enters into voluntary or compulsory liquidation, has a receiver, an administrator or administrative receiver appointed over all or any of its property or assets or takes or suffers similar action; or (iv) being a company, is deemed to be unable to pay its debts in accordance with Section 123 Insolvency Act 19856; or (v) ceases, or threatens to cease, to carry on in business; or (vi) if we have reasonable cause to believe that any of these events is likely to occur then we shall have the right, without prejudice to any other rights or remedies available to us:
(1) to enter, without prior notice, any premises of the customer where goods owned by us may be and to repossess and dispose of any goods owned by it so as to discharge any sums owed to us by the customer under the contract or any other contract.
(2) to require the customer not to re-sell or part with possession of any goods owned by us until the customer has paid in full all sums due to us under the contract or any other contract.
(3) to cancel the contract or withhold delivery of any undelivered goods and stop any goods in transit without liability to us.
- The customer may use or sell the goods only if it does so on bona fide in the normal cours of its business.
- The proper law of this contract shall be the law of England and Wales.
- The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in respect of this contract.