H & S Joinery Limited - Terms & Conditions of Sale

 

 

  1. INTERPRETATION

In these conditions the following words shall have the following meanings:

‘the Company’  H&S Joinery Limited;

‘the Buyer’ the corporate entity, firm or person who purchases the Goods form the Company

‘the Contract’ any contract between the Company and the Buyer for the sale and purchase of the goods incorporating these conditions

‘the Goods’ means the Goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them)

 

  1. GENERAL
    1. All orders are placed and accepted by the Company under these terms and conditions to the exclusion of any other terms and conditions contained or referred to in any order, letter, form or contract or other communication sent by the Buyer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on the Company’s behalf.
    2. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract.
    3. The Buyer must ensure that the terms of its order and any applicable specification are accurate and complete.
    4. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

 

3.    PRICES

       All prices quoted are exclusive of Value Added Tax where applicable.  Any quotation given is on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer.  Any quotation is valid for a period of twenty-eight days only from its date, provided that the Company has not previously withdrawn it.

 

4.    ORDERS

Each order for Goods by the buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods from the Company subject to these conditions.  No order shall be binding on the Company unless and until the Company has accepted it in writing, or if earlier the Company delivers the Goods to the Buyer.

 

  1. PAYMENT
    1. Credit Account holders - Payment of the price of Goods is due on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered.
    2. Non Account holders – 20% Non-refundable deposit on acceptance or order, balance paid as per terms stated on acknowledgement.
    3. Time for payment shall be of the essence.
    4. No payment shall be deemed to be received until the Company has received cash or cleared funds.
    5. All payments payable to the Company under the Contract shall become due immediately upon termination of this contract despite any other provisions.
    6. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
    7. If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate of Barclays Bank PLC accruing on a daily basis until payment is made, whether before of after any judgement.

 

  1. TITLE

Not withstanding the passing of risk, the ownership of the Goods sold by the Company to the Buyer shall remain with the Company as legal and beneficial owner until the Buyer has paid the price for the Goods.  For the purpose of these terms, all liquidated sums owed by the Buyer to the Company shall be deemed to form part of the said price.

 

  1. CANCELLATION

Without prejudice to condition 8 hereof, the Buyer shall have no right in any circumstances to cancel the Contract without the Company’s prior written consent and if such written consent is given it may be given on such terms and conditions as may be imposed by the Company, including a condition relating to the payment by the Buyer of adequate compensation.

 

  1. DELIVERY
    1. Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Company’s place of business.  Any period for delivery shall be calculated from the time of the Company’s acceptance of the Buyer’s order or from the Company’s receipt of all information necessary to enable the Company to manufacture or procure the manufacture of the Goods (whichever shall be the later).  Dates or periods for delivery stated by the Company are only approximate and time for delivery shall not be made of the essence by notice.
    2. All goods delivered and collected by the Buyer shall be stored on site and or at the Premises of the Buyer in a manner, which is suitable for the goods, and such storage is at the sole risk of the Buyer.
    3. The Buyer shall indemnify the Company in respect of any loss, cost or expense incurred by the Company as a result, directly in indirectly, of the Buyer’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.

 

  1. FORCE MAJEURE

The Company reserves the right to defer the date for delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company due to shortage of plant, equipment, transport, labour, and/or materials, acts of God or nature, trade disputes, strikes, lockouts, fire, riot, and/or civil commotion, war, government action, judicial action, or any other cause whatsoever outside the control of the Company.  The buyer shall not be entitled to any compensation for the resultant delay.

 

  1. CARRIAGE
    1. If the Company is asked to arrange for carriage of the Goods then such carriage shall be at the Buyer’s cost and risk.
    2. Without prejudice to the passing of title to the property, the risk in the Goods shall pass to the Buyer immediately prior to loading before despatch.  No liability (whether in contract or for negligence or otherwise) for loss of or damage to the Goods occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the goods) or for non-delivery will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in case for loss, damage or non-delivery with a copy to the carrier if the Company’s own vehicles have not been used to deliver the goods):
      1. within three days of delivery for loss, damage, defect or non-compliance with the Contract: or
      2. within ten days of the date of the invoice for non-delivery

       In the event of a valid claim for defect, loss, damage or non-compliance with the Contract the Company undertakes at its option to reprocess or replace the items concerned at its expense but shall not be under any further or other liability in connection with such non-delivery, loss, damage or non-compliance.

       If the buyer shall fail to give notice in accordance with condition (i) or (ii) above, the items delivered shall be deemed to be in all respects in accordance with the Contract and the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred.

  1. The Buyer shall take delivery of the Goods within 10 days of receiving notification from the Company that the Goods have been completed.  If the Company does not receive forwarding instruction from the Buyer sufficient to enable it to despatch the Goods at the Buyer’s expense within 10 days after the date of notification that they are ready for despatch, the Company may at its sole discretion arrange for storage of the Goods on the Buyer’s behalf.  All charges for storage, insurance or demurrage shall be paid for by the Buyer, the Goods nevertheless remaining at the risk of the Buyer immediately after notification by the Company to the Buyer that the Goods have been completed.
  2. The Buyer agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.

 

  1. LOSSES
    1. Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants or agent including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods.
    2. The Company shall not be liable for any costs, claims, damages (whether direct, indirect of consequential) or expenses arising out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits or by reference to accrual of such costs, claims, damage or expenses on a time basis.

 

  1. RETURNS

The Company disclaims liability for Goods returned without the written consent of the Company.  Any Goods approved for return must be advised in writing within three days of delivery quoting the Company’s Advice Note number or Invoice number, and must be of merchantable quality.  The Company also disclaims liability for any returns whilst in transit to the Company.  The Buyer must pay the costs of transport of any returns.

 

13  LEGAL CONSTRUCTION

The Contract shall in all respects be construed and operate as a contract in England subject to English Law and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.

 

14  TITLE AND RISK

  1. The Goods are at the risk of the Buyer from the time of delivery.
  2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums, which are or become due to the Company from the Buyer on any account.
  3. Until ownership of the Goods has passed to the Buyer, the Buyer must:

(i)    hold the Goods on a fiduciary basis as the Company’s bailee;

(ii)   store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

(iii)  not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

(iv)  maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.  On request the Buyer shall produce the policy of insurance to the company; and

  1. hold the proceeds of any insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
  1. The Buyer may resell the Goods before ownership has passed to it solely on the following

        conditions:

  1. any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
  2. any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
  1. The Buyer’s right to possession of the Goods shall terminate immediately if;
    1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal of informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
    2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
    3. the Buyer encumbers or in any way charges any of the Goods.
  2. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
  3. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Buyer’s right to possession has terminated to recover them.

 

  1. LIMITATION OF LIABILITY
  1. All warranties, conditions and other terms implied by statute or common law (save for the condition implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law excluded from the Contract.
  2. Goods supplied are sold on the basis that they conform to the written terms and description as shown on the offers accepted by the Company.
  3. All terms (express or implied) relating to the quality of the goods are warranties only the breach of which gives no right to reject the goods or repudiate the contract in any circumstances whatsoever.
  4. Timber being a natural product will have variations beyond the control of the Company and therefore the Buyer accepts that the manufactured goods will be deemed a commercially acceptable standard.  All conditions and warranties whatsoever as to quality and fitness for any particular purpose of the goods supplied whether statutory or otherwise are hereby expressly excluded.
  5. If at any time any Court shall consider that any of the terms and conditions hereof are not reasonable then in that event the Company’s liability hereunder shall be limited to the value of goods in question in respect of each and every claim save that where the Buyer makes more than one claim in respect of one incident or of the goods comprised in any one order, the Company’s liability in respect of those claims shall so be limited in any event.
  6. The Company accepts no liability for consequential loss or damage to property, which is attributed to failure of the goods supplied (whether or not the Company is the manufacturer of the Goods) for whatsoever reason.
  7. Nothing in these conditions shall be intended to exclude or restrict the Company’s liability for death or personal injury where such exclusion or restriction of liability is prohibited by the Unfair Contracts Terms Act 1977.

 

  1. TERMINATION OR SUSPENSION OF CONTRACT

The Company shall be entitled, without prejudice to its other rights and remedies to terminate wholly or in part the Contract and any or every contract between itself and the Buyer or to suspend delivery of any further deliveries under the Contract (without prejudice to the Company’s right subsequently to determine the Contract and any or every other such Contract for the same cause should it so decide) in any of the following events: -

  1. If any debt is due and payable by the Buyer to the Company but it is unpaid.
  2. If the Buyer has failed to provide the Company with an acceptable letter of credit, bill of exchange or any other security as required by the Contract.
  3. If the Buyer has failed to take delivery of any goods under any contract between them and the Company otherwise than in accordance with the Buyer’s accrual rights.
  4. If the Buyer becomes insolvent or being a body corporate has passed a resolution for voluntary winding-up except where solely for the purpose of reconstruction or has suffered an Order of the Court for its winding-up to be made or has had a Receiver appointed or being an individual or partnership has suspended payment of his or their debts in whole or in part or have proposed or entered into any composition or arrangement with his or their creditors or has had a Receiving Order in Bankruptcy made against him or them.

 

  1. EXCLUSION CLAUSE

Notwithstanding any other provision of these general conditions of business, nothing in these conditions confers or purports to confer any right to enforce any of their terms on any person who is not a party to them.

 

  1. ASSIGNMENT

The Buyer shall not be able to assign the contract or any part of it without the consent of the Company but the Company may assign the Contract to any person, firm or company.

 

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