1. All quotations are made and all orders are accepted by Bennetts Architectural Ironmongery, hereunder referred to as the Company, subject to these Conditions of Sale to the exclusion of any standard terms and conditions stipulated or incorporated or referred to in the customers order or other documentation or statements or representations made during the course of negotiation between parties. These Conditions contain all the terms agreed between the parties and cannot be veiled or added to except by the agreement in writing of the Company’s Directors.
2. (a) The price Is fixed where the Company has expressly so stated in writing and has given the period during which the price will be fixed.
(b) In all other cases the prices for goods remaining to be delivered will rise or fall by the same amount as that of:
(i) any general ex-works price increase or decrease applying from time to time at the Works of the Company from which the goods are to be supplied to the class of goods in question.
(ii) any increase or decrease in the cost to the Company from time to time of delivering goods for which it has stated a delivered price.
3. (a) Where the Company has not agreed to give any credit, payment is due at the time the order is accepted by the Company and must be made before dispatch of the goods.
(b) Where the Company has agreed to give credit, payment will be due by the end of the month following the date of invoice.
(c) The Company may at any time withdraw any credit facility and require payment for each consignment when it is available and before it is despatched.
(d) No disputes arising under the contract nor delay shall interfere with prompt payment by the Customer. The Customers may not set up against the Company any breach of warranty or condition (express or implied) in diminution or extinction of the price and Section 53(1) (a) of the Sale of Goods Act 1979 is hereby excluded.
(e) In the event that payment is not made by the Customer on or before the due date for payment the Company reserves the right to change interest at Four per cent Per Annum above the Base Rate of the Company’s Bankers during the period of delay and to withhold further deliveries or to cancel any unexecuted part of the contract without liability for any consequences loss of profit or damages.
(f) In the event of such cancellation or suspension of deliveries the Customers will be liable to pay the Company:
(i) net cash forthwith for all the goods which have been delivered by the Company to the Customer under whatever contract for which payment has not been made:
(ii) net cash before despatch of any further goods.
(g) Any cancellation of the contract or suspension of deliveries under these conditions of sale shall not prejudice any rights the Company has against the Customer.
4. Risk shall pass to the customer when the goods are delivered or invoiced to him and it shall be the responsibility of the Customer to obtain the appropriate insurance cover for such goods from that date.
5. Title of the goods shall pass to the customer when payment in full (whether concerning the goods to which this contract relates or otherwise) has been received by the Company and/or cleared by Its Bank or when the Company serves written notice upon the Customer specifying that title in the goods has passed whichever shall occur sooner and the Customer shall permit the servants or agents of the Company to enter Onto the Customer’s premises or the site upon which the goods are located to repossess the same at any time prior thereto.
6. The Customer shall endorse a memorandum on his own records to the effect that title to the goods remains with the Company; such memorandum to remain on the Customers records until payment has been made or the Company serves written notice entitling the Customer to remove the memorandum whichever event shall occur the earlier.
7. The Customer shall be entitled to re-sell the goods or part thereof prior to the passing of title only upon condition that the customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contract which includes any of the goods hereby sold either in their original or altered state as are necessary to discharge payment in full to the Company.
8. (a) Notwithstanding the foregoing the Customer is hereby licensed to use goods supplied hereunder in manufacture but not otherwise.
(b) The licence conferred by sub-clause (a) shall (unless title to the goods shall have passed in accordance with the term hereof or unless the same shall have been used in manufacture) automatically determine forthwith upon the happening of any of the following events whichever shall be the earlier:
(i) The appointment of a Receiver for the whole or any part of the assets and undertaking of the customer.
(ii) The convening of a meeting by the Customer pursuant to Section 293 of the Companies Act 1948;
(iii) A Resolution to Wind Up the Customer except for the purpose of reconstruction or amalgamation.
(iv) The commission of any act Bankruptcy by the Customer.
(c) The Company shall also have the power (unless title to the goods shall have passed in accordance with the terms hereof) by oral or written notice to the Customer to determine the said licence from the receipt of such notice if any account of the Customer (whether concerning the goods to which this contract relates or otherwise) or any part thereof is overdue for payment.
(d) In the event of the said Licence being determined as aforesaid the Customer shall forthwith re-deliver the Company’s goods to the Company and for this purpose the Company shall be at liberty by itself, or any duly authorised agent of the Company, to enter upon any premises of the Customer in order to collect the goods.
9. No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be of merchantable quality or suitable for any particular purpose or use under any specific conditions not withstanding that such purpose of conditions may be known or made known to the Company.
10. The Customer shall be responsible for ensuring that goods used are for the purpose for which they are required and shall not be entitled to any claim in respect of any defect arising by reason of fair wear and tear and damage due to misuse or due to incorrect exposure to the effects of the weather.
11. Save where the Company is shown to have failed to exercise reasonable care in the manufacture and supply of the goods the Company shall not be liable in any circumstances in respect of death or personal injury and under no circumstances shall the Company be liable for consequential loss of profits or damage to the property howsoever caused.
12. The Customer shall not give any warranty to any person persons, company or business whatsoever in respect of any goods supplied by the Company which in any way enlarges or adds to any warranty which may have been given by the Company and the Customer shall indemnify the Company against all claims damages and demands arising out of any such warranty made by the customer.
13. Any claim relating to goods to be delivered under this Contract shall be notified to the Company in writing within 14 days from the date of which such goods are received by the Customer or the Agent of the Customer.
14. If the goods be found to be defective or not to be in accordance with the terms of the Contract the Company shall have the option of replacing the goods without charge to the Customer or requesting the return of the goods and refunding any sum paid by the Customer and the Customers rights shall be limited to replacement of the goods or refund of any sum paid.
15. Surplus goods may not be returned for credit except by the prior agreement in writing of the Company. The Company reserves the right to refuse to accept back goods obtained or manufactured specifically on the Customers order, except where acceptance of the return would not affect the Company’s normal stock policies and levels.
16. Any goods returned will be subject to a minimum restocking charge of 20% of invoice value or such greater amount as to protect the Company from loss where goods are to be returned to the Company’s source. Any offer of credit will be at the discretion of the Company and will be subject to the condition and re-saleability of the goods when returned to the Company.
17. Special orders for goods not normally held in Stock are accepted on the understanding that the Customer will indemnify the Company from loss or expense in the event of cancellation or alteration of the order by the Customer. The Company reserves the right to ask for payment in full or part prior to placing Special Orders with Works.
18. The Company shall not be under liability for delay loss or damage caused wholly or in part by Act of God, governmental restriction condition or control or by reason of any act done pursuant to a trade dispute whether such dispute involves its employees or not or by any other act matter or thing beyond its reasonable control.
19. The Customer shall not assign this Contract without the written consent of the Company.
20. The Contract shall be governed and interpreted exclusively according to the Laws of England and shall be subject to the jurisdiction of the English Courts only.
21. Bennetts Architectural Ironmongers reserves the right to update and amend our Terms and Conditions as necessary