1 Business customers and consumers1.1
If you are not a business customer, you are a consumer. Nothing in these terms affects your statutory rights as a consumer.
3.6 If we fail to deliver
within a reasonable
time, you may (by
informing us in writing) cancel the contract, however:
3.6.1 you may not cancel if
we receive your
notice after the goods
have been dispatched; and
3.6.2 if you cancel the
contract, you can
have no further claim against
us under that contract.
3.7 If you accept delivery of
the goods after
the estimated delivery
time, it will be on the basis that you have no claim against us for
delay (including indirect or consequential loss, or increase in
the price of the goods).
3.8 We may deliver the goods
Each instalment is
treated as a separate contract.
3.9 All small orders will be
subject to a
delivery charge (unless
otherwise agreed in writing). We shall advise you when you
order if a small order delivery charge is applied and the amount
of our current charge.
4 Delivery and safety
4.1 We may decline to deliver if:
4.1.1 we believe that it
would be unsafe,
unlawful or unreasonably
difficult to do so; or
4.1.2 the premises (or the
access to them)
are unsuitable for our
5. Payment terms
5.1 You are to pay us cash or
funds (such as payment by
credit card) before delivery unless you have an approved credit
5.2 Business customers: If
you have an
approved UK business
credit account, payment is due within 30 days of our invoice
5.3 If you fail to pay us in full on the due date:
5.3.1 we may suspend or cancel future deliveries;
5.3.2 we may cancel any discount offered to you;
5.3.3 you must pay us
interest at the rate
set for the purposes of s6
of the Late Payment of Commercial Debts (Interest) Act 1998:
a. calculated (on a daily
basis) from the
date of our invoice
b. compounded on the first day of each calendar month; and
c. before and after any judgement.
5.4 If you have an approved
account we may
withdraw it or reduce your credit limit or bring forward your
due date for payment.
5.5 We may take any of those
actions in 5.4
at any time and
5.6 You do not have the right
to set off any
money you may claim
from us against anything you may owe us.
5.7 While you owe money to
us, we have a
right to keep any
property we may hold of yours until you have paid us in full (a
5.8 You are to indemnify us
in full and hold
us harmless from all
expenses and liabilities we may incur (directly or indirectly and
including legal costs) following any breach by you of any of your
obligations under these terms.
5.9 Time of payment is a very
of the contract
6.1 Consumers: s18 Sale of Goods Act 1979 applies.
6.2 Business customers: Until you pay all debts you may owe us:
6.2.1 All goods supplied by us remain our property;
6.2.2 you must store them so
that they are
clearly identifiable as our
6.2.3 you must insure them
(against the risks
for which a prudent
owner would insure them) and hold the policy on trust for us;
6.2.4 you may use those goods
and sell them
in the ordinary course
of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
6.3 Business customers: You
must inform us
immediately if you become insolvent.
6.4 Business customers: If
your right to use
and sell the goods
ends you must allow us to remove the goods.
6.5 Business customers: We
permission to enter any
premises where the goods may be stored:
6.5.1 at any time, to inspect them; and
6.5.2 after your right to use
and sell them
has ended, to remove
them, using force if necessary.
6.6 Despite our retention of
title to the
goods, we have the right
to take legal proceedings to recover the price of goods
supplied should you not pay us by the due date.
6.7 You are not our agent.
You have no
authority to make any
contract on our behalf or in our name.
7.1 We warrant that the goods:
7.1.1 comply with their
description on our
order form; and
7.1.2 are free from material
defect at the
time of delivery (as long as
you comply with clause 3.3).
7.2 Business customers: We
give no other
exclude any warranty, term or condition that would otherwise
be implied) as to the quality of the goods or their fitness for
7.3 Consumers: Your statutory
unaffected by these
7.4 If you believe that we
goods which although
undamaged are defective in material or workmanship, you must
inform us (in writing) with full details, as soon as possible, and
allow us to investigate (we may need access to your premises).
7.5 If the goods are found to
be defective in
workmanship (following our investigations), and you have
complied with those conditions (in clause 7.4) in full,we will (at
our option) replace the goods or refund the price.
7.6 We are not liable for
loss or damage
(including indirect or
consequential loss, financial loss, loss of profits or loss of use)
arising from the contract or the supply of goods or their use,
even if we are negligent.
7.7 In any event our total
liability to you
(even if arising from two
or more claims) is limited in damages to the price of the goods.
7.8 Nothing in these terms
limits our liability for death
or personal injury resulting from negligence.
8.1 Suppose we are to prepare
the goods in
accordance with your
specifications or instructions. You must then ensure that the
specifications or instructions are accurate. You must ensure
that goods prepared in accordance with those specifications or
instructions will be fit for the purpose for which you intend to
9 Return of goods
9.1 We will accept the return of goods from you only:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of a
handling charge of 25%
of the pre-VAT cost of
the goods (unless the goods were defective when delivered or
they were wrongfully delivered); and
9.1.3 where the goods
(including any special
badged items) are as fit
for sale on their return as they were on delivery.
10.1 Where the goods are
supplied by us to
you by way of export
from the United Kingdom then the Incoterms of the
International Chamber of Commerce (in force at the date
when the contract is made) apply.
10.2 If there is any conflict
Incoterms and these terms
of trading then these terms prevail.
10.3 Clause 10 of these terms
exports (except where
otherwise agreed in writing between us).
10.4 You are responsible for
any legislation or
regulations governing the importation of the goods into the
country of destination and for the payment of any duties due.
10.5 Unless otherwise agreed
between us the
goods shall be
delivered f.o.b. the air or sea port of shipment and we are
under no obligation to give a notice under section 32(3) of the
Sale of Goods Act 1979.
10.6 You have the right at
your expense and
by arrangement with us
to inspect the goods at our premises or at the point of
shipment before shipment except where otherwise agreed. If
you do not exercise that right then the fact the goods passed
our quality inspection will be conclusive proof that they were
of the warranted quality. We are not liable for any defect in the
goods which would be apparent on your inspection unless a
claim is made before shipment. We are not liable for any
damage during transit.
10.7 Payment of all amounts
due to us shall
be made to us as
stipulated by us unless otherwise agreed in writing.
10.8 We shall have no
liability for death or
personal injury arising
from the use of the goods where the goods are to be delivered
in the territory of another State (within the meaning of
s.26(3)(b) Unfair Contract Terms Act 1977).
11.1 Suppose the order is
cancelled (for any
reason). You are then
to pay us for all stock (finished or unfinished) we may then hold
(or to which we are committed) for the order.
11.2 We may suspend or cancel the order, by written notice if:
11.2.1 you fail to pay us any
money when due
(under the order or
11.2.2 you become insolvent; or
11.2.3 you fail to honour your obligations under these terms.
11.3 Business users only: You
may not cancel
the order unless we
agree in writing (and clauses 11.1 and 3.6.2 then apply).
12 Waiver and variations
12.1 Any waiver or variation
of these terms
is binding in honour
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
13 Force majeure - business customers only
13.1 Suppose we are unable to
obligations to you (or
able to perform them only at unreasonable cost) because of
circumstances beyond our control. We may then cancel or
suspend any of our obligations to you, without liability,
13.2 Examples of those
act of God, accident,
explosion, fire, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
14.1 English law is
applicable to any
contract made under these
terms. The English courts have non-exclusive jurisdiction.
14.2 If you are more than one
person, each of
you has joint and
several obligations under these terms
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the
of any other of these terms;
14.3.2 if it would be
enforceable if amended,
it will be treated as so
14.4 We may treat you as insolvent if:
14.4.1 you are unable to pay your debts as they fall due; or
14.4.2 you (or any item of your property) becomes the subject of:
a. any formal insolvency
include receivership, liquidation, administration, voluntary
arrangements or bankruptcy);
b. any application or
proposal for any formal
c. any application, procedure
similar effect or purpose.
14.5 Business customers: all
catalogues and other
promotional materials are to be treated as illustrative only.
Their contents form no part of any contract between us and
you should not rely on them in entering into any contract with
14.6 Business customers: any
notice by either
of us which is to
be served under these terms may be served by leaving it at or
by delivering it to (by first class post or by fax) the others
registered office or principal place of business. All such notices
must be signed.
14.7 No contract will create
enforceable (by virtue of the
Contracts [Rights of Third Parties] Act 1999) by any person not
identified as the buyer or seller.