In these Conditions “the Company” shall mean Henry Squire & Sons Ltd and “the Goods” shall mean and includes goods and/or works (including all workmanship) or any part thereof of any description to be performed under this Contract.
Formation of Contract
1.1.1. All quotations, offers and tenders are made and all orders are accepted subject to the following Conditions. All other terms, conditions or warranties whatsoever are excluded from any contract between the Company and the Customer unless expressly accepted in writing by a director or other authorised representative of the Company.
1.1.2. In the event of a conflict between these Conditions and the Company’s express terms of any tender, quotation or order acknowledgement then such express terms shall prevail.
1.2. Quotations, offers and tenders issued by the Company are for the whole of the goods referred to in them and the Company reserves the right to refuse acceptance of any order which relates to only part of the Goods forming the subject of a quotation, offer or tender.
1.3. Quotations shall be available for acceptance for a maximum period of 30 days from the date of issue and may be withdrawn by the Company at any time prior to the Customer’s acceptance by written or oral notice.
1.4. If any statement or representation has been made to the Customer by the Company, or its employees, officers or agents upon which the Customer relies (other than in the document[s] enclosed with the Company’s quotation or acknowledgement of order) then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation, if appropriate. Under no circumstances shall the Company be responsible or held liable in respect of any statement or representation relied upon by the Customer which is not endorsed on the order and subsequently confirmed in writing by the Company.
1.5. Unless specifically agreed to the contrary all trade terms shall be interpreted in accordance with the INCOTERMS current at the time the order is accepted.
2.1. Unless otherwise stated in writing, all prices are quoted nett ex works and VAT, where appropriate, is payable in addition.
2.2. Unless otherwise agreed in writing, carriage will be paid on all orders of a nett value of £145 or over for despatch to points within the United Kingdom by the Company’s usual means of carriage. Orders of a nett value less than £145 may also be despatched but the carriage charge will be debited on the invoice.
2.3. Where, at the Customer’s request, orders are forwarded by any means involving a higher carriage charge than would be incurred by use of the Company’s usual means of carriage then the additional charge will be debited on the invoice.
2.4. Quoted prices are subject to fluctuation and the price payable for the Goods shall be the standard trade price of the Company as published in its recommended retail price list (less any agreed discounts) in force at the time of delivery.
2.5. In the event of any alteration being requested by the Customer in design or specification and agreed to by the Company, the Company shall be entitled to make an adjustment to the quoted price fairly reflecting such alteration.
3.1 Unless otherwise agreed by the Company in writing and subject to satisfactory trade references, payment shall be due and payable by the end of the month following the month in which the invoice was issued, a cash discount of 1.5% will be allowed on all invoices that are paid by the due date unless otherwise stated.
3.2. The Company shall be entitled to submit its invoice with its delivery advice note or ready for delivery or would have been ready in the ordinary course but for the request or default on the part of the Customer.
3.3. Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Conditions.
3.4. No disputes arising under the contract nor delays beyond reasonable control of the Company shall interfere with prompt payment in full by the Customer.
3.5. In the event of default in payment by the Customer the Company shall be entitled, without prejudice to any other right or remedy:
3.5.1. to suspend all further deliveries on any contract or contracts between the Company and the Customer without notice.
3.5.2. to charge interest on any amount outstanding at the rate of either 2% per annum above the Base Rate of Barclays Bank plc such interest being charged as a separate continuing obligation not merging with any judgement; and/or
3.5.3. to serve notice on the Customer requiring immediate payment for all Goods supplied by the Company under this and all other contracts with the Customer whether or not payment is otherwise due.
3.6. All payments received by the Company from the Customer may unless specifically appropriated by the Customer to any particular consignment of Goods be appropriated by the Company as it thinks fit.
4.1. Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no rights to damages or to cancel the order for failure for any cause to meet any delivery time stated.
4.2. Failure by the Customer to take delivery of or to make payment in respect of any one or more instalments of Goods delivered under the contract shall entitle the Company to treat the whole or part of the contract as repudiated by the Customer.
4.3. The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed, otherwise than due to the default by the Company, the Customer shall pay all costs and expenses so occasioned and payment for the Goods shall be made in accordance with these Conditions.
4.4. Any packaging supplied by the Company, unless otherwise expressly agreed in writing, is intended to provide adequate protection in normal conditions of transit of usual duration.
4.5. Section 32(2) and (3) of the Sale of Goods Act 1979 shall not apply.
Minimum Orders and Packing
5.1. Unless otherwise agreed in writing orders must conform to minimum standard pack quantities shown in the Company’s current price list. Where smaller than standard pack quantities are ordered for any Goods this quantity will be increased to conform to the nearest pack multiple.
5.2. Presentation-packed products will be sent against all orders unless the Customer states on the face of the order that carton-pack is required.
Risk and Title
6.1. Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Goods;
6.1.1. if the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the time when they arrive at the designated place of delivery, or
6.1.2. in all other circumstances at the time when the Goods leave the premises of the Company.
6.2. Title to the Goods shall only pass to the Customer upon the happening of any one of the following events:
6.2.1. the Customer has paid to the Company all sums (including any default interest) due from it to the Company under this contract and under all other under contracts made after this contract whether or not the same are immediately payable, or of doubt)
any sums due under contracts made after this
contract whether or not the same are immediately payable, or
6.2.2. when the Company serves on the Customer notice in writing specifying that title in the Goods has passed.
6.3. The Company may recover Goods in respect of which title ny premises of the Customer for the purpose either of satisfying itself that Condition 6.4 is being complied with by the Customer or of recovering any Goods in respect of which title has not passed to the Customer.has not passed to the Customer at any time and the Customer hereby licenses the Company, its officers, employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that Condition 6.4 is being complied with by the Customer or of recovering any Goods in respect of which title has not passed to the Customer.
6.4. Until title to the Goods has been passed to the Customer pursuant to these terms it shall possess the Goods as fiduciary agent and bailee of the Company. If the Company so requires, the Customer shall store the Goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company.
Cancellation and Return of Goods
7.1. Cancellation by the Customer will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.
7.2. Goods returned to the Company without the Company’s consent will under no circumstances be accepted for credit. Goods will only be accepted if they are, in the sole opinion of the Company, in good saleable condition and remain upon the Company’s current price list. An inspection and handling fee will be charged on such Goods.
Sale by Sample
8. Not withstanding that samples may be or have been submitted by the Company the sale to the Customer is not and shall not be deemed to be a sale by sample for the purposes of Section 15 of the Sale of Goods Act 1979. Any samples submitted to the Customer are intended to indicate only the substance and the general character of the materials and the Customer shall have no claim if the colour composition of the bulk supplied fails to correspond with the sample in such respect unless the particular requirement is specified by the Customer and accepted by a director or other authorised representative of the Company in writing.
9. The information contained in the advertising, sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and on trials under test conditions and are provided for general guidance only. No such information or data shall form part of the contract unless the Customer shall have complied with Condition 1.4. relating to statements and representations.
Loss Shortages and Defects Apparent on Inspection
10.1. The Customer shall have no claim for loss, shortages or damage on delivery which are or would be apparent on visual inspection unless:
10.1.1. the Customer inspects the Goods within three working days of their arrival at its premises or other agreed destination, and
10.1.2. a written complaint specifying the loss, shortage or damage is made to the Company and to the carrier within seven working days of delivery in the event of partial loss, damage, or non-delivery of any separate part of a consignment, or within fourteen working days of the notified date of despatch in the event of non-delivery of a whole consignment or, in either event, within such shorter period as the carrier’s conditions (if applicable) require, and
10.1.3. The Company is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with the Goods.
10.2. If a complaint is not made to the Company as provided in this Condition 10 then the Goods will be deemed to be in all respects in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
10.3. Defects in any instalment delivery shall not be a ground for cancellation of the remainder of the order.
Defects not Apparent on Inspection
11.1. The Customer shall have no claim in respect of defects not apparent on visual inspection following delivery conditions unless:envisaged by these Conditions unless:
11.1.1. a written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered and no use is made of the Goods thereafter and no alteration made thereto or interference made therewith before the Company is given an opportunity to inspect the Goods in accordance with this Condition.
11.2. The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse nor in respect of any Goods to which alterations have been made without such consent or to which replacement parts not supplied by the Company have been fitted.
11.3. The Company shall not be liable for and the Customer shall indemnify the Company against claims arising from their loss or damage suffered by reason of use of the Goods after the Customer becomes aware of a defect or after circumstances which should reasonably have indicated to the Customer the existence of a defect.
11.4. The Company may within 15 working days of receiving a written complaint (or 28 days where the Goods are situated outside the United Kingdom) inspect the Goods and the Customer, if so required by the Company, shall take all steps necessary to enable the Company to do so.
12.1. Save as otherwise provided by the other conditions of these Conditions Sections 13 to 15 of the Sale of Goods Act 1979 are to be implied into the contract.
12.2. In the event of the condition of the Goods being such as might or would (subject to these Conditions) entitle the Customer to claim damages, to repudiate the contract and/or reject the Goods the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute Goods and the Company shall thereupon be entitled at its option to repair or take back the defective Goods and to supply satisfactory substitute Goods free of cost and within a reasonable time or to repay the price of the Goods in respect of which the compliant is made.
12.3. If the Company does so repair the Goods or supply satisfactory substitute Goods or effect repayment pursuant to Condition 12.2. above the Customer shall be bound to accept such repaired or substituted goods or repayment and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered or the repayment is effected.
13. Save where the Company is shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods and such failure results in death or personal injury, the Company shall not be liable in respect of claims arising by reason of death or personal injury. Further, under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with the installation of repaired or substitute Goods) loss of profits, damage to property or wasted expenditure and costs (including without limitation legal costs on a full indemnity basis and VAT).
be liable for consequential loss (including removal or rectification work required in connection with the installation of repaired or substitute Goods) loss of profits, damage to property or wasted expenditure and costs (including without limitation legal costs on a full indemnity basis and VAT).
Confidential Information and Industrial Property Rights
14.1. All drawings, documents, confidential records, computer software and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the Customer will not, without the written consent of the Company, either give away, loan, exhibit or sell any such drawings, documents, records, software or other information or extracts there from or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.
14.2. All claims for alleged infringement in respect of patents, trade marks, registered design, design right or copyright received by the Customer must be notified immediately to the Company so that the Company can be kept fully informed of the conduct of such claims.
trade marks, registered design, design right or copyright received by the Customer must be notified immediately to the Company so that the Company can be kept fully informed of the conduct of such claims.
15.1. The Customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the Company, either directly or indirectly by the Customer’s agents, servants, consultants, or advisers are accurate, correct and suitable. Examination or consideration by the Company of such drawings, information, advice or recommendations shall in no way limit the Customer’s responsibility hereunder unless a director or other authorised officer of the Company specifically agrees in writing to accept responsibility.
15.2. The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of Goods to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of a patent, copyright, registered design, design right or design copyright or other exclusive right.
16. If the Customer shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary solvent winding up for the purposes of reconstruction or amalgamation) or if a Receiver or Manager is appointed for all or any part of its assets or undertaking, the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any other right or remedy accrued or accruing to the Company.
17.1. In the event of the performance of any obligation accepted by the Company being prevented, delayed, or in any way interfered with by either:
17.1.1. direction of government, war, industrial dispute, strike, breakdown or machinery or plant, accident, fire or by any other cause beyond the Company’s control, or
17.1.2. non-delivery by the Company’s suppliers or damage to or destruction of the whole or part of the Goods, the company may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting there from such suspension or cancellation being without prejudice to the Company’s right to recover all sums owing to it in respect of consignments delivered and costs incurred prior to the date of suspension or cancellation.
Consumer Protection Act 1987 (“the Act”)
18.1. In circumstances where the Company supplies parts or products to the Customer for incorporation with, or use ancillary to, any composite or other products to be produced, manufactured, processed or supplied by the Customer then:
18.1.1. the Customer shall forthwith on demand produce for inspection by the Company copies of all written instructions, information and warnings to be supplied by the Customer in relation to the said composite or other products, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Company of such instructions, information or warnings, and
18.1.2. the Customer shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur in the event that any claim or claims are made against the Company pursuant to the Act or otherwise relating to the said composite or other products of the customer in circumstances in which the part or product supplied by the Company was either (i) not the defective part of the said composite product, or (ii) was only rendered the defective part or became a defective product by reason or actions or omissions of the Customer (including without limitation the supply of defective free issue materials), or (iii) was only rendered the defective part or became a defective product by reason of instructions or warnings given by the Customer or other supplier of the said composite or other products or (iv) supplied in accordance with a specification and/or drawings furnished by or on behalf of the Customer.
defective product by reason of instructions or warnings given by the Customer or other supplier of the said composite or other products or (iv) supplied in accordance with a specification and/or drawings furnished by or on behalf of the Customer.
18.1.3. for the purpose of this condition only the word “defective” shall be interpreted in accordance with the definition of ‘defect’ contained in Part 1 or the Act.
18.2. The Customer hereby acknowledges that it is under a duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied to it by the Company with the Goods.
19. The contract is between the Company and the Customer as principles and under no circumstances shall the Customer assign the benefit or burden of it without the prior written consent of the Company. The Company shall be entitled to assign or sub-contract the whole or part of its obligations under the contract.
20. In the event of any provision of these Conditions being or becoming void in whole or part of the other other provisions of these conditions shall remain fully valid and enforceable and void provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of these Conditions.
21. The contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English Courts only.