Terms and Conditions of Business – Sale of Goods
- All contracts which Select Timber Products Limited (hereinafter called “the Company”) shall enter into are subject to these Terms and Conditions and it is hereby expressly agreed by the Customer (which expression shall include any individual firm Company or other party with whom the Company contracts) that the Customers contractual Conditions, if any, are excluded in their entirety and no variation in these Conditions will be accepted by the Company unless agreed to in writing by a Director of the Company.
- Any quotation by the Company is only an invitation to the Customer to treat and no Order of the Customer placed with the Company in pursuance of the quotation shall be binding on the Company unless and until accepted in writing by the Company.
- Unless otherwise stated on the quotation all quotations by the Company will only be valid for thirty days from the date thereof.
The price payable shall be as follows:-
- The price shall be deemed to be the Company’s price prevailing at the date of the despatch of the goods to the Customer.
- In all cases and unless otherwise agreed in writing the price shall be deemed to be exclusive of Value Added Tax which shall be payable in addition by the Customer at the rate prevailing at the tax point.
3.TERMS OF PAYMENT
Where a settlement discount is allowed this will be stated by the Company and may only be taken if the account relating to these goods is paid within thirty days of the end of the month of despatch of the goods. Any payments or part thereof remaining unpaid after such period of thirty days shall in the absolute discretion of the Company carry interest thereon at the rate of 5% per annum above the Lloyds Bank PLC Minimum Lending Rate prevailing during the period unpaid and shall be added to the said balance due from the Customer to the Company and calculated on a daily basis.
4.DELIVERY AND TRANSPORT
- Unless otherwise agreed in writing the Company reserves the right to charge the Customer the cost of transportation of the goods to the destination which appears on the Customer’s order. In all cases the Customer warrants that in cases where delivery is to be made by road transport, sufficient and suitable access to the said destination, including a road surface capable of withstanding the weight and size of the transport and loads involved, is available. In the event of any additional costs or expenses being incurred by the Company the full amount thereof shall be payable by the Customer on demand.
- Whilst every effort is made to deliver goods on the dates within the periods mentioned in the Contract, such dates or periods shall be deemed to be for information purposes only and shall not form part of the terms and conditions of the contract unless specifically agreed in writing to be â€œof the essence of the Contractâ€ and in the absence of such special agreement the Company accepts no liability whatever for the any loss or damage of whatsoever nature and howsoever arising which may be suffered by the Customer as a result of any failure on the part of the Company to deliver goods on or within the dates or periods mentioned in the Contract.
5.RISK AND TITLE TO GOODS
- The risk in the goods passes to the Customer upon delivery but title in the goods remains vested in the Company and shall only pass from the Company to the Customer upon full payment being made by the Customer of all sums (due on whatsoever account or grounds) to the Company by the Customer. In the event of the goods being sold by the Customer in such a manner as to pass to a third party a valid title to the goods, whilst any sums are due as aforesaid, the Company’s rights under the Condition shall attach to the proceeds of such sale or to the claim for such proceeds and the Customer shall place such proceeds in a separate account. Nothing herein shall constitute the Customer the Agent of the Company for the purposes of any sub-sale.
- The Customer agrees that prior to the payment of the whole price of the goods the Company may at any time enter upon the Customer’s premises and remove the goods separate therefrom and that prior to such payment the Customer shall keep such goods separate and identifiable for this purpose.
- In the event of the goods becoming constituents of or being converted into other products whilst sums are due as provided in subsection (a) hereof the Company shall have the ownership of and title to such other products as if these were the goods and accordingly sub-condition (a) hereof shall so far as appropriate apply to such other products.
6.DEFECTS AND REPLACEMENT
- The Company will at its own cost and expense repair and/or replace at its discretion the whole or any part of the goods forming the subject of the contract which are defective in quality or fail to comply with any specification laid down in the Contract subject however to the following conditions:-
- In the event of any matter giving rise to complaint which would be apparent to the Customer on reasonable inspection, the Customer must give notice thereof to the Company within three days from the date of delivery of the goods to the destination agreed in the contract.
- In the event of a complaint in respect of a matter not apparent on reasonable inspection, the Customer must give notice thereof to the Company within three days of the defect complained of coming to the attention of the Customer and or its servants or agents but in any event, notice of complaint must be given to the Company by the Customer within six months of delivery of the goods to the destination named in the Contract.
- In all cases the Company must be given a reasonable opportunity following notice of complaint of examining the relevant goods.
- In the event of damage occurring to goods during transit the Customer must give written notice to the Company within three days of the date of delivery to the destination named in the Contract and further where such goods are consigned by an outside Carrier the Customer must in addition comply in all respects with the Carrier’s conditions of carriage for notification for loss or damage in transit.
- Save as mentioned in sub-paragraph (a) above the Company shall be under no liability whatsoever whether contractual, tortuous or statutory for any defect of quality, shortfall in quantity, breach of specification or stress grading or any other matter in relation to goods supplied or for any consequential damage, injury, loss or expense (including but not limited to loss of profit) howsoever caused thereby incurred by the Customer or any other person, firm or corporation and whether arising directly or indirectly from any matter complained of in relation to the goods.
- Any condition warranty or statement as to the quality of the goods or of their fitness for any purpose whether express or implied by statute, trade, custom or otherwise is deemed excluded unless expressly accepted in writing by the Company
- Information supplied by the Company will not form part of this Contract unless specifically confirmed by a Director of the Company to the Customer in writing.
- Quotations or offers of goods delivered to site are made by the Company on the basis that the Customer shall unload the goods and shall be entirely responsible for making all arrangements in connection therewith. Unless stated to the contrary, the Company reserves the right to make an additional charge for any unreasonable delay in the Customer unloading the goods or, if the Customer declines to unload the goods, for any expenses incurred by the Company in itself making arrangements for unloading.
- The Company, if so requested by the Customer, is prepared without charge to render assistance to the Customer in taking quantities off drawings provided by the Customer. However, such assistance is provided on the express understanding that whilst the Company will use its best endeavours to ensure accuracy, it cannot be responsible for any errors which may occur nor for any direct or consequential loss whatsoever.
- Sample materials submitted either by the Company or the Customer are only to be accepted as showing substance and general character since equality of the bulk in colour size or shape cannot be guaranteed by the Company.
11.DETERMINATION AND DAMAGES
- Without prejudice to its rights the Company may determine the Contract or suspend any future deliveries to the Customer in the event of :-
- Any distress, execution or other legal process being levied upon any of the Customer’s assets.
- The Customer entering into any arrangements or composition with its creditors, committing any act of bankruptcy or being a Firm entering into liquidation or having a Winding-Up-Petition presented against it, calling a meeting of its creditors or suffering the appointment of a Receiver in respect of the whole or any part of its undertaking or assets.
- Non-payment by the Customer of any monies due from it to the Company.
- In the event of a determination by the Company of the Contract in accordance with sub-paragraph (i), (ii), and (iii) above or any cancellation and/or repudiation of the Contract by the Customer the Company shall be entitled to recover as damages from the Customer for the following:-
- The value including any work completed or goods manufactured at the date of determination
- The value of any work begun or goods begun to be manufactured at the date of determination.
- The value of any work begun or goods begun to be manufactured but not completed at the date of determination including the cost of materials, labour, overheads and profit in connection therewith.
- A sum representing any further profit which the Company would have made on the Contract but for its determination, such profit to be determined by the Company’s Auditors whose decision shall be conclusive and binding on the Customer.
The Customer shall not be entitled to withhold or set-off payment of any amount due to the company under the terms and conditions of the Contract whether in respect of any claim of the Customer in respect of faulty or defective goods or for any other reason which is contested or liability for which is not admitted by the Company.
13.FORCE MAJEURE CLAUSE
In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not) civil rebellion insurrection or military or usurped power the extent of which the fulfilment of such obligation is prevented, frustrated or impeded as a consequence of any such event or by any statue, rules, requisitions, order or requisitions issued by any government department, council or other duly constituted authority or from strikes, lockouts, breakdowns of plant or any other causes (whether or not of a like nature) beyond the Company’s control.
14.This Contract is governed by English Law and is subject to the Jurisdiction of the English Courts.