Unless specifically varied or enlarged in writing the following are the Conditions on which William Twigg (Matlock) Ltd (hereinafter called “the Supplier”) sells or offers for sale any goods whatsoever. Any Conditions of Sale or Purchase conflicting with these conditions shall not apply to the goods sold and these conditions shall prevail. Any purported restrictions or qualification of these conditions contained in any customers order or otherwise shall be of no effect unless specifically approved by the Supplier in writing. The Placing of an Order with the Supplier constitutes an acceptance of these conditions.
All sizes referred to in price lists, estimates and brochures are approximate only and samples are submitted as indicating only the type of material quoted for and no guarantee is given as to size colour or quality of the bulk.
(a) Goods to special order cannot be cancelled and if the customer purports so to do or declines to accept delivery he shall pay the full price therefore.
(b) In all other cases cancellation may only be accepted by the Supplier upon payment by the customer of the Suppliers handling restocking and administration charges.
All prices are exclusive of (i) Value Added Tax which shall be at the appropriate ruling rate at the date of the submission of the invoice and (ii) Handling and delivery where delivery is outside the Suppliers schedule of deliveries details of which are obtainable from the Supplier.
(a) Any payment overdue after the payment date specified in Clause 4 hereof shall carry interest at the rate of 3% over The Royal Bank of Scotland base lending rate for the time being in force with interest accruing on a daily basis.
(b) All prices included in quotations are calculated having regard to the price of raw materials labour and haulage and all other overheads of the Suppliers business applicable at the date of such quotation and are subject to the goods remaining unsold at the date of despatch. In the event of any increase in such costs between quotation and despatch the Supplier shall be entitled to increase the quoted price.
(c) Where a quotation is given for a particular quantity of goods and a different quantity is ordered by the customer or delivery instructions are varied after the date of the Order, the Supplier shall be at liberty to revise the quoted price.
(a) Accounts are payable on or before the last day of the calendar month next after the date of delivery (hereinafter called “the payment date”).
(b) The time of payment by the customer is of the essence.
Where a customer fails to make payment for any goods on the payment date the Supplier at its option may:
(i) Suspend delivery without liability under all or any contracts with the customer whilst the customer remains in arrears with payments and/or
(ii) Give notice in writing that if any such sum shall remain unpaid for 21 days after the same fell due for payment all or any such contracts may be cancelled and if such sums are not paid within the said period of 21 days, the Supplier may by further notice forthwith determine all such contracts without liability and claim damages for wrongful repudiation thereof by the customer and/or
(iii) Exercise a lien over all goods of the customer in the possession of the Supplier.
(a) (i) If when goods are available for delivery the customer cannot accept them or the site is not available, any abortive delivery and/or storage charges incurred by the Supplier will be paid by the customer. If delivery cannot be effected within ten days thereafter the Supplier may resell the materials and rescind the contract without liability.
(ii) If there is no representative of the customer on site to receive delivery and sign the delivery note or in cases where payment is to be made “cash on delivery” no payment is made the Supplier may refuse to deliver and thereupon the provisions of the immediately preceding sub-clause shall apply as if the site were not available.
(b)Except as otherwise agreed in writing at the time of contract delivery of goods shall be to as near the site of delivery as a safe hard road permits and for unloading at ground level
(c) Any damage caused on unloading to the property of any customer or third party shall be the responsibility and liability of the customer and the Supplier shall in no way be liable therefor. The customer shall indemnify the Supplier in respect of any claim and costs arising therefrom.
(d) Times of delivery are not of the essence and the Supplier shall not be liable for loss or damage caused by late delivery, howsoever arising.
Where the contract provides for delivery of the goods by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any one instalment shall not affect the balance of the contract or entitle the customer to cancel the same.
All goods are at the customers risk from the time of delivery to the customer or his agent or the place of delivery stipulated in the contract as the case may be, and the customer should insure accordingly.
(a) In the event of non-delivery of the goods, the Supplier must be notified thereof in writing within 9 days of the anticipated date of despatch by the Supplier and the Supplier shall not be liable for any loss or additional loss occasioned to the customer by the customer’s failure to notify.
(b) The Supplier will despatch all goods under cover of a delivery note. All faults or shortages in the goods shall be noted on the delivery note failing which the Supplier shall have no liability for subsequent claims. In the event of the goods being signed for “unexamined” the Supplier will only accept responsibility for claims relating to shortage or damaged goods when such shortage or damage is reported in writing to the Supplier within a period of three days from the date of receipt of the goods. Following any such notification the goods referred to will be repaired or replaced or a credit given by the Supplier at its option as soon as is practicable.
(c) Delivery of the quantity of materials ordered discharges the Suppliers responsibility.
(d) Where the customer has bought the goods for further construction, fixing or sale, then except in the case of latent defects the Supplier will not be liable for loss or damage (other than in respect of death or personal injury resulting from the Supplier’s negligence) suffered by any person which would not have been suffered had the goods been examined by the customer prior to construction, fixing or sale by them as the case may be. In the case of latent defects the Supplier shall only be liable to the extent and amount of any indemnity received from the manufacturer in respect of the liability alleged.
(e)Where the goods are required by the customer for a purpose other than the normal or usual purpose for which the goods are commonly supplied, then no condition or warranty of fitness for the purpose of the goods or of their merchantable quality shall be implied in the contract unless the customer shall have made known to the Supplier in writing the exact purpose for which the goods were intended to be used on or before the making of the Contract.
(f) In the event of the Supplier being held liable for any defects in goods supplied then their liability shall be limited to the replacement of the Goods without cost to the customer or at the Suppliers option a payment in cash not exceeding the invoiced value for the goods excluding V.A.T. and insofar as liability for consequential loss arising out of the use of the materials or goods may be excluded by law, it is hereby excluded.
No employee of the Supplier has any authority whatsoever to make any oral representation on behalf of the Supplier or to give advice upon the quality use or fitness for any purpose of goods supplied by the Supplier.
In the event that circumstances beyond the control of the Supplier prevent or interfere with the delivery of the whole or any part of the goods the Supplier may without liability:
Suspend and or cancel delivery of all or any part of the goods.
The goods shall remain the Suppliers property until the Supplier has received a payment in full therefor and the customer shall until payment has been made in full, keep the goods marked and/or separately stored so as to be clearly identifiable as the Suppliers property. If the goods are mixed with or incorporated or processed by the customer into other articles, such articles shall from the time they come into being become the Supplier’s property until such payment has been made and if the Supplier so requires be marked and/or stored by the customer as aforesaid. PROVIDED ALWAYS that the risk of loss of or damage to the goods shall pass to the customer in accordance with Condition 7. If the customer sells the goods prior to payment to the Supplier being made the customer shall indemnify the Supplier against any claim by Third Parties and shall hold the proceeds of sale upon trust for the Supplier until the Supplier has been paid in full and the customer shall, whenever so required by the Supplier assign to the Supplier all their rights against Third Parties in connection with the goods or articles incorporating or made from the same.