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)
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quotation is valid for a period of twenty-eight days only from its date, provided that the Company has not previously withdrawn it.
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.
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.
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.
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.
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.
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.
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.
(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
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: -
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.
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.