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1. DEFINITIONS
1.1 In these "Terms"
"We" and "Us"
means the company specified in our quotation or order
acknowledgement.
"You"
means the person their employees or agents seeking to
purchase Goods from
Us and "Your"
shall be interpreted accordingly.
"Goods"
means the Goods and/or services to be supplied by Us.
"Company Signatory" means a manager employed by Us.
"Terms"
means these terms and any special terms agreed in writing
between a Company Signatory and You.
"Consumer"
means any natural person acting for purposes outside their
trade, business or profession or as defined by the Unfair
Contract Terms Act 1977.
SAFETY INFORMATION ABOUT THE USE OF THE GOODS IS PROVIDED AND IT
IS YOUR RESPONSIBILITY TO BRING THIS TO THE ATTENTION OF THE USER
OF THE GOODS.
2. THE CONTRACT
2.1 All orders are accepted by Us only under these Terms which may not be altered
except with the written agreement of a Company Signatory. Any contrary or
additional terms unless so agreed are excluded.
2.2 Quotations and tenders do not constitute offers and We may withdraw or amend
them at any time before they are accepted which must be in writing. They are
automatically withdrawn on the 90th day from their date.
2.3 We shall not be liable for any misrepresentation including any statement in any
quotation or tender made by Us Our employees or agents to You as to the
condition of the Goods their fitness for any purpose or as to specification,
quantity or measurements unless the representation is made or confirmed in
writing by a Company Signatory and/or is fraudulent. Our brochures and other
literature are for Your guidance only and (in the absence of fraud on Our part) shall
not constitute representations by Us.
2.4 Quotations and tenders have been prepared based upon information supplied by
You and You are responsible for the accuracy and sufficiency of that information.
You must check and confirm all measurements, sizes and quantities. We shall not
be liable under Clause 2.4 or otherwise if material information is withheld
concealed or misrepresented by You.
2.5 Our quotations and tenders are calculated using total linear meterage divided by
stock lengths. You should expect a normal wastage factor.
2.6 We may make changes to the specification of the Goods necessary to conform
to any applicable statutory or EC requirements or where the Goods are supplied
to Our specifications which do not materially affect their quality or performance.
2.7 Orders may be cancelled only with the written agreement of a Company
Signatory and You will indemnify Us against all losses damages costs and
expenses We incur as a result of that cancellation. Unused Goods will be
accepted for return at Our discretion and on terms agreed with Us.
3. PRICE
3.1 The ex-works price exclusive of VAT of the Goods shall be as at the date of
despatch and We may alter prices quoted or stated to take account of any
increase in costs sustained by Us after acceptance of Your order. A separate
charge may be made for each delivery and for packing. Any discounts deductions
or rebates agreed are only available if the price is paid by the due date.
3.2 A charge payable immediately will be raised for pallets and cases not returned in
good condition, carriage paid within 21 days of delivery. If pallets are
subsequently returned in good condition within three months of delivery the
charge shall be credited. Thereafter pallets are accepted and charges credited at
Our discretion.
3.3 Prices stated or quoted are applicable to the quantity specification delivery dates
and information provided by You. If the order placed varies or delay is caused by
Your instructions or lack of instructions We shall be entitled to adjust the price.
4. PAYMENT
4.1 If We have agreed in writing to give You credit all accounts are due for payment
without deduction or retention on the last day of the month following the month
in which the Goods are delivered. Time for payment shall be of the essence.
4.2 Credit is granted and may be reviewed at any time at Our discretion. We reserve
the right to refuse to execute any order or contract if the arrangements for
payment or Your credit rating is not satisfactory to Us.
4.3 You may not withhold payment of any invoice or other amount due to Us by
reason of any right of set off or counterclaim which You may have or allege to
have for any reason.
5. DELIVERY
5.1 Delivery shall occur when the Goods arrive at the delivery address or 2 working
days after delivery or collection is offered to You.
5.2 If You fail to take or make arrangements to accept delivery or collect the Goods
or we are unable to deliver because of inadequate access or instructions delivery
shall be deemed and We may do any one or more of the following (without
prejudice to any other right or remedy We may have):-
(a) make additional charges for failed delivery
(b) store the Goods at Your risk and cost
(c) invoice You for the Goods
(d) suspend or terminate this contract without liability on Our part
(e) recover from You all costs and losses incurred by Us
5.3 Delivery dates are given in good faith but are estimates only. Time for delivery
shall not be of the essence.
5.4 Standard lead times vary according to product. Time estimates will be revised on
receipt of Your order and times will not run until we are in receipt of all information
required from You including Your written approvals as requested by US.
5.5 We shall not be liable for any damages whatsoever whether direct or indirect
(including for the avoidance of doubt any liability to any third party) resulting from
any delay by Us in delivery of the Goods or failure to deliver the Goods in a
reasonable time where such delay or failure is beyond Our reasonable control.
5.6 We reserve the right to make delivery by instalments and tender a separate
invoice in respect of each instalment. Any claim which You may have in respect
of one instalment shall not affect Your liability in respect of any other instalment.
5.7 You will indemnify Us in respect of all losses damages costs and expenses
incurred as a result of delivery in accordance with Your instructions. This
indemnity will be reduced in proportion to the extent that such losses damages
costs or expenses are due to Our negligence.
5.8 The risk in the Goods shall pass to You on delivery as set out in Clauses 5.1 & 5.2
above even if We have agreed to install the Goods. It is Your responsibility to
ensure that the Goods are kept safe on site before, during and after installation
and are fully insured against fire theft damage and other normal insurance risks
for their full replacement costs.
6. INSPECTION
6.1 You shall inspect the Goods at the place and time of unloading buy nothing in
these Terms shall require You to break packaging and/or unpack Goods which are
intended to be stored before use.
6.2 Unless You advise Us by telephone immediately and written notice is received by
Us within 5 working days of unloading of any claim for loss damage short delivery
or failure to confirm to the contract apparent on inspection the Goods will be
deemed to have been delivered in accordance with the delivery documents and
You shall not be entitled and waive any right to reject the Goods.
6.3 Our liability for loss damage short delivery or failure of the Goods to conform to
the contract which is apparent on inspection is limited to supplying the Goods as
ordered or crediting part of the purchase price and We shall not be liable for any
damages whatsoever. You remain liable to pay the full invoice price of Goods
delivered in accordance with the contact. Any other claim for damages is subject
to Clause 9.
7. TITLE
7.1 The title to the Goods shall remain with Us until You pay the price of the Goods
and any other sums outstanding between You and Us whether in respect of this
contract or otherwise.
7.2 Until title passes:-
7.2.1 You shall hold the Goods as Our fiduciary agent and bailee
7.2.2 The Goods shall be stored separately from any other goods and You shall not
interfere with any identification marks labels batch numbers or serial numbers on
the Goods
7.2.3 We agree that You may use or agree to sell the Goods as principal and not as
Our agents in the ordinary course of Your business subject to the following
express conditions:-
* that You notify Your customer that We remain the legal owner of the Goods until
We receive payment in accordance with Clause 7.1 and We reserve the right to
label the Goods accordingly
* that You will at Our request and at Your expense assign to Us all rights You may
have against Your Customer; and
* that Your right to use or sell the Goods may be withdrawn by Us on notice at
any time and will automatically cease in the event of Your becoming Insolvent.
7.2.4 If Goods are to become affixed to any land or building You must ensure that
they are capable of removal without material injury to the land or building and You
shall take all necessary steps to prevent title to the Goods from passing to the
owner or landlord of such land or building.
7.3 We shall be entitled at any time to recover any or all of the Goods to which We
have title and for that purpose We Our employees or agents may with such
transport as is necessary enter upon any premises occupied by You or to which
You have access and where the Goods may be or are believed to be situated.
8. INSTALLATION
8.1 Where We have agreed to install the Goods, unless otherwise stated We assume
the installation is to be carried out at ground floor level or adequate elevators, lifts
or hoists are provided by You to move the Goods efficiently and safely to the
place of installation and you must ensure that:
(a) adequate access of the relevant size for the Goods is provided
(b) the site is ready at the agreed time for installation to commence
(c) the programme of works allows for installation to be completed within normal
working hours
(d) access to the site is available at the times necessary to complete installation
(e) Our installation will not be delayed nor interrupted
(f) adequate lighting heating and power supplies are provided
(g) carpets, furniture and other vulnerable items are protected; and
(h) a safe and appropriate working environment in accordance with the British
Standard Code of Practice for safe working in occupied and unoccupied parts of
the site is provided for Our employees and agents.
8.2 If (in Our sole discretion) any of the above Conditions are not met We shall be
entitled without prejudice to any other right or remedy We may have) to:
(a) suspend Our obligation to install the Goods without liability on Our part and if
the Conditions are not met within 5 working days cancel Our obligation to install
and recover from You all losses damages costs and expenses incurred including
any claims by any Third Party; and/or
(b) charge You for additional costs incurred in completing the installation
including but not limited to travel and overtime rates for labour.
Velocity
terms &
conditions
Velocity price list 22/2/06 2:08 pm Page 18
