TERMS AND CONDITIONS OF BUSINESS
1. Unless otherwise agreed in writing by the seller, the following conditions shall override any terms or conditions stipulated, incorporated or referred to by the buyer whether in the order or in any negotiations and all warranties or conditions (including any conditions as to the quality or fitness for any particular purpose) whether express or implied by statute common law or otherwise and hereby excluded. In particular and without prejudice to the generality of the foregoing, where goods are sold for use in the customer’s business, all conditions and warranties implied by statute are excluded.
2. Any quotations made by the sellers shall be subject to confirmation in writing after receipt by the sellers of the buyer’s order.
3. The terms of payment offered by the sellers are not binding upon the sellers until the buyer has produced trade references satisfactory to the sellers.
4. Any description given of goods sold is given by way of identification thereof only and the use of such description shall not constitute a sale by description.
5. The sellers will endeavour to maintain the price quoted for the goods but the same may be varied by the sellers in accordance with market conditions at the date of actual supply. Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost of labour and/or materials and/or operation and/or transport and/or any variation in the rates of currency exchange and/or import duty.
6. While the sellers will use their best endeavours to supply the goods in accordance with the description or specification in the contract, they reserve the right to substitute other goods which shall be appropriate design and quality in so far as is reasonably practicable.
7. While the sellers will use their best endeavours to deliver on time, any time or date stipulated for delivery is given and intended as an estimate only and the sellers shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
8. If before delivery of the goods, the subject of the agreement, are destroyed or damaged beyond repair from any cause not within the control of the sellers and cannot be replaced, or if the sellers cannot by reasonable means obtain such goods, the sellers may rescind the agreement.
a) Before despatching the goods, at the request of the buyer, the sellers shall carefully inspect and test them for compliance with the specification. The sellers shall give the buyers reasonable notice of such tests and the buyer shall be entitled to be present thereat. The sellers shall also at the request of the buyer supply to the buyer a copy of the sellers’ test sheets certified by the sellers to be a true copy upon the buyers undertaking to pay the sellers’ reasonable charges thereof.
b) The buyer shall be entitled to inspect and test the goods during manufacture, processing or storage. If the buyer exercises this right, the sellers shall provide or shall procure the provision of all such facilities as may reasonably be required by the buyer therefore upon the buyer’s undertaking to pay the sellers reasonable charges thereof.
c) If as a result of any inspection or test under sub-clause a) or b) of this clause the buyer’s representative is of the reasonable opinion that the goods do not comply with the order, or are unlikely on completion of manufacture or processing so to comply he shall inform the sellers accordingly in writing and the sellers shall take such steps as may be necessary to ensure compliance.
9. Where the buyer is notified that goods ordered are ready for delivery but fails within a reasonable time to take delivery, the sellers shall be entitled to treat the contract as repudiated by the buyer and either to claim damages for breach of contract or to retain (by way of liquidated damages and no as a penalty) such sum not exceeding 25 per centum of the contract price being the whole or part of any deposit or part payment which may have been made.
10. The buyer shall inspect the goods immediately on the arrival thereof and shall within two days from such inspection give notice in writing to the sellers of any matter or thing by reason whereof he alleges that the goods are not in accordance with the contract. If the buyer shall fail to give such notice the said shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for them accordingly.
11. The manufactures’ warranty shall be deemed to take precedence unless agreed in otherwise in writing. The sellers shall under the terms of the manufacturer’s guarantee replace any parts proved defective if such parts are returned to the seller’s works within 5 days of the discovery of the defect. The buyer may not assign his rights under this clause to a third party.
12. The sellers shall not be responsible for any consequential loss of whatsoever nature sustained by the buyers as a result of any breakdown in the goods howsoever caused.
13. The sellers shall have no liability if the buyer has not paid in full all invoices for the goods supplied.
14. All quotations are strictly nett cash against invoice and are exclusive of taxes or similar, levies or duties unless otherwise stated.
15. The time which is agreed that the buyer is to pay for the goods shall be of the essence of the contract.
16. Goods delivered by the sellers shall remain their property until full payment has been made by the buyer of the price thereof. Presentation of the cheque shall not for the purpose of this clause be regarded as payment until the drawer’s bank shall have made payment. Until payment in full, the buyer may only part with possession of the goods by delivery up to the sellers or by contract of sale to a third party in the ordinary course of business. Delivery under such contract of sale may only take place after notice to the sellers and a condition of such contract with a third party must be that the third party’s title to the goods is subject to the prior right of the sellers. At any time until payment is made, the sellers may (without prejudice to the subsistence of the contract) retake possession of the goods and may lawfully enter the buyer’s premises for that purpose. The responsibility of insuring the goods at full invoice value in the period of the debt being fully paid is that of the buyer.
17. In the case of partial completion of an order the sellers shall be entitled to a quantum meruit in respect of all work done/goods supplied by them without prejudice to their rights should non-compliance be occasioned by the buyer.
18. Cancellation of any order for any reason will not be accepted unless agreed in writing. If written acceptance is agreed, a 20 % cancellation fee will be levied without exception.
19. In addition to any right lien to which the sellers (in the event of the buyer’s insolvency) be entitled to a general lien on all goods of the buyer in the sellers possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold or delivered to the buyer by the seller under the same or any other contract.
20. If the buyer shall make default in or commit any breach of his obligations to the sellers or if any distress or execution shall be levied upon the buyer his property or assets or if he (the buyer) shall make or offer to make any arrangements or compromise with creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented against him, or if the buyer shall be a Limited Company and any resolution or petition to wind up such Company’s business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such Company’s undertaking property or assets or any part thereof shall be appointed, the sellers shall have the right forthwith to determine any order then subsisting and upon written notice of such determination being posted by them to the buyer’s last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the sellers might otherwise make or exercise.
21. Since the complete Health & Safety at Work act 1974, it is not reasonable or practical for ourselves as suppliers to ensure that for your particular application the goods comply with the requirements of the Act. Payment will be taken as our indemnity in the respect.
22. This agreement shall be subject to and construed in accordance with the laws of Northern Ireland.