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      Quotations shall be available for acceptance for a maximum  period of 30 days from the date of issue and may be withdrawn by the  Company at any time prior to the Customer’s acceptance by written or  oral notice.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.

 

Prices

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.

 

Payment

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.

 

Delivery

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.

 

Specification

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.

 

Guarantee Condition

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.

 

Liability

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.

 

Customers’ Drawings

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.

 

Insolvency

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.

 

Force Majeure

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.

 

Assignment

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.

 

Severability

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.

 

Legal

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.