Terms of payment and conditions of sale
In these conditions the company shall mean St Thomas Cross Hydraulics Ltd. and the buyer shall mean any person, firm, company or any other organisation placing an order with the company.
2. The Agreement
The seller shall sell and the buyer buy the goods upon and subject to the express terms set out within the conditions.
3. Application and Variation of Conditions
These conditions shall be incorporated in all contracts for the sale of goods by the company and any provision of the buyer’s order which is inconsistent with them shall be of no effect. These conditions cannot be varied without the prior written agreement of the company stating the variation and referring expressly to the condition to be varied.
Dates or periods quoted for delivery are approximate, given for information only and time shall not be of the essence in relation to them, failure by the company to comply with any such dates or periods shall not entitle the buyer to treat the contract as terminated or to any other remedy against the company. Delivery will be deemed to have been affected when the goods leave the premises of the seller or, as the case may be, the premises of the supplier to the seller in circumstances where the goods are delivered direct from such suppliers.
If the buyer refuses to accept delivery of any consignment of the goods during the time agreed and the goods as specified by the buyer without a valid reason, the company has the right to make an additional charge to cover the extra cost caused by the refusal. All shortages must be notified in writing within 3 days from delivery.
Unless fixed prices have been expressly agreed by the company the price payable by the buyer shall be the company’s price prevailing at the date of sale/despatch. Prices are subject to a delivery charge and may be subject to a charge for testing certificates where needed. Any call out requested by the buyer will be subject to a call out charge of £30.00 during normal working hours and £60.00 outside normal working hours, this charge is separate from any time charged for repairs or delivery of goods or services.
All prices are subject to V.A.T. at the prevailing rate set by the government.
The company reserves the right to charge for exchange reconditioned goods where the old unit is not accepted by the re-manufacturer as not suitable or incompatible.
Payment is due by the end of the month following the month of receiving goods/services. The company shall be entitled to charge interest on any sums not paid. Interest shall be charged on a day-to-day basis on the amount outstanding from the due date of payment at a rate of 5% above the Bank of England base rate.
Where a payment is made by cheque and the cheque is returned by the bank to us unpaid, we reserve the right to make a charge to the customer of £25.00.
The buyer shall not be entitled to withhold payment of any sums due to the company by reason of any disputed claim of the buyer for defective goods or services for alleged breach of contract by the company.
The buyer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the contract unless,
(a) within 7 days of the receipt of the goods and prior to their use or resale the buyer serves on the company a written notice specifying the alleged defect in the quality or state of the goods which would be apparent upon careful inspection or by such testing as it is reasonable in all the circumstances for the buyer to undertake and therefore provides the company with a reasonable opportunity of inspecting or testing the good before they are used or resold.
(b) If the alleged defect in the quality or state of the goods would not be apparent upon careful inspection or reasonable testing the buyer serves written notice of such defect forthwith upon its discovery and in any event not more than 6 months after receipt of the goods specifying the matters complained of and affording the company a reasonable opportunity of investigating the goods before making any good or replacement is undertaken.
9. Defective goods
(a) Provided that the buyer has complied with condition 10 if the goods or any part thereof are defective in quality or state or otherwise not in accordance with the contract then if the company and the buyer do not agree that the buyer should accept the goods at an agreed value or that the goods shall be made good at the company’s expense the company will accept the return of the goods by the buyer and at the buyers option either (1) repay or allow the buyer the invoiced priced thereof and any reasonable costs incurred by the buyer for the purpose of transporting the goods back to the company. (2) replace the goods by delivering replacement goods as soon as reasonably practicable and in all other respect in accordance with the contract.
(b) The obligations of the company under section (a) of the conditions are in substitution for any other legal remedy of the buyer and the liability of the company shall for all purposes be limited to the cost of making good, the giving of any appropriate credit or repayment or the replacement of the goods in accordance with that section. Under no circumstances will the company be liable for any other loss, damage or expense occasioned by any breach of contract, negligence or breach of any duty of the company whatsoever or howsoever such loss or damage or expense may have been caused. The company shall not be liable for any loss or damage the buyer may suffer because of its use or sale of the goods after the buyer has become aware of a defect therein or ought in all the circumstances to have become so aware. (1) Where processing the goods has been carried out by a third party, the company’s liability limited to the processor’s warranty as to the process or the effect the process may have as on the goods themselves. (2) In no circumstances will the company be responsible for loss or damage beyond that expressly referred to in this clause (other than no excludable liability for death or personal injury resulting from negligence on the part of the company) and in particular liable for any form of consequential loss is excluded.
10. Passing of risk and retention of title.
The risk of the goods but not in the owner shall pass to the buyer upon delivery. Delivery shall be deemed to take place (a) in the case of goods to be collected from the company’s premises by the buyer or the buyer’s agent (including any independent carrier engaged by the buyer) at time when the loading of the goods on to the vehicle collecting them is completed. (b) When the goods are delivered by the company’s transport (including an independent carrier engaged by the company) at the moment when the goods are lifted from the delivery vehicle.
No title of property in the goods shall vest in the buyer unless and until (a) the buyer makes full payment of the price of the goods or (b) the goods are incorporated in or utilised in the manufacture of products or (c) the goods are sold and delivered by the buyer; whichever is the earlier. Until the first of such events, the buyer shall in all respects treat and deal with the goods as the property of the company and shall store the goods so they are readily identifiable as the property of the company. During such period (and without prejudice to its other rights) the company and its employees and agents (with such plant and vehicles as the company considers necessary) shall be entitled to enter any premises where either goods are located to inspect the goods and if any of the extents specified in paragraphs (a) (b) (c) of condition 12 has occurred without prior notice to the buyer to repossess, take away and resell the goods. For the purposes of this condition de-coiling, cutting, slitting, punching, cold bending or re-bundling of the goods shall not constitute the manufacture of a product or products. Until the buyer has made full payment for the goods the buyer shall not be entitled to dispose of the goods or any right title or interest there in by sale or otherwise to the holding company or the buyer or to any subsidiary of the buyer or of such holding company.
Orders cannot be cancelled except with the company’s consent and on terms that will indemnify a company against loss and expenses incurred. Any goods returned without the company’s consent will not be accepted for credit.
The company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every contract between itself and the buyer or to suspend any further deliveries under any and every such contract in any of the following events; (a) if any debt is due and payable by the buyer to the company but is unpaid (b) if the buyer has failed to take delivery of any goods under any contract between it and the company otherwise than in accordance with the buyers contractual rights (c) if the buyer becomes insolvent or enters in to any composition or arrangement (including voluntary arrangement) with his creditors or being a body corporate has passed a resolution for voluntary winding-up except where solely for the purpose of amount amalgamation or reconstruction or if a petition has been presented for an order for its winding-up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or if being an individual or partnership the buyer suspends payments of his or theirs debts in whole or in part or if an application has been made for an interim order or petition has been represented for a bankruptcy order or if any such order is made or if the buyer whether or not a body corporate shall carry out or be subject to any analogous act or preceding under foreign laws.
The rights of the company and the buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
The buyer shall not assign the contract to any third party without the prior written consent of the company.
15.1 The buyer shall be solely responsible for the accuracy of any drawings, specifications or other information supplied to the company by the buyer, its employees or its agents and in conformity with which the company is to supply the goods or is to apply any process or service in relation to goods of the buyer notwithstanding the fact that the company may have examined, inspected, studied or commented to the buyer upon any such drawings, specifications or other information.
15.2 The buyer shall indemnify the company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the company by reason of its supplying the goods or applying any process or service in relation to goods of the buyer in accordance with any such drawings, specifications or other information whether or not it is alleged in such actions, proceedings or claims that any patent, trademark, design, copyright or other intellectual property or some other exclusive right of any third party has been infringed.
16. Law and jurisdiction
The company is governed by and construed in all respects in accordance with English law. The buyer on entering in to the contract submits to the jurisdiction of the English courts.
The condition headings are inserted for convenience only and shall not affect the construction of these conditions.