Definitions
The following words shall apply:-
- G H Stafford & Son Ltd is the Seller and reference to gender is neutral.
- The Buyer (being an individual, firm, or company) is a customer of the Seller.
- the Supplier (being an individual, firm, or company) is a supplier to the Seller.
Basis of Sale
Any estimate or quotation given by the Seller is an invitation to treat only and is valid for a period of 30 days only (unless previously withdrawn by the Seller). Any orders issued by the Buyer or any employee or Agent on behalf of the Buyer are subject to acceptance in writing by the Seller and a binding contact shall not be formed until the Seller has accepted the Buyer’s offer in writing.
The Seller`s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, (to which the Seller may contribute) the Buyer shall indemnify the Seller against all loss whatsoever, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
The Buyer warrants legal possession without limitation of any patent, copyright, design, trade mark or other industrial or intellectual property rights submitted to the Seller.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
No order drawing or specification may be amended varied or cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such amendment variation or cancellation.
Verbal orders are acceptable to the Seller. The Seller shall not be liable to the Buyer for any discrepancy between the goods received and those ordered.
Price & Delivery
The price of the Goods shall be the Seller’s quoted price and shall be valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
The Seller reserves the right to amend any price/s of the Goods by giving notice to the Buyer prior to delivery. Except as otherwise stated or agreed in writing between the Buyer and the Seller all prices given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller`s premises the Buyer shall be liable to pay the Seller`s charges for transport, packaging and insurance. The price is exclusive of any applicable Value Added Tax. Any dates quoted for delivery of the Goods are approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. Goods may be delivered by the Seller in advance provided that prior notification has been given.
The Seller may make delivery of the Goods in instalments and where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. The Seller shall also be entitled to deliver less than the number of goods ordered and the Buyer shall not be entitled to reject the goods by reason only of short delivery.
The Seller must be notified in writing of any shortages, goods damaged in transit or errors in despatch within 10days of date of corresponding invoice.
In the event of non delivery of goods, the Seller must be notified in writing within 14 days of date of corresponding invoice.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise by reason of any causes beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may charge all carriage costs incurred and offer the goods for sale elsewhere.
All contracts for export from the U.K. shall be in accordance with Incoterms 1990 Edition or any amendment or re-publication thereof for the time being in force at the date of the Contract.
Terms of Payment
Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after despatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. Payment for U.K. deliveries shall be due when the invoice is presented and payment to be made no later than the end of the month following the month in which the invoice is dated.
If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- cancel the contract or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above Lloyds Bank plc base rate from time to time, until payment in full is made a part of a month being treated as a full month for the purpose of calculation of interest.
if payment made by way of cheque or other instruction is dishonoured upon presentation, the Buyer shall be liable for any bank and or other administrative charges incurred by the Seller as a result of the dishonour in addition to any right the Seller may have to claim interest.
employ the services of a third party for debt collection. All costs incurred by the Seller shall immediately become due and payable by the Buyer notwithstanding any agreement or arrangement to the contrary.
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer:
- in the case of Goods to be delivered at the Seller`s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
- in the case of Goods to be delivered otherwise than at the Seller`s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
- in the case of Goods having been delivered otherwise than at the Seller`s premises a signature or mark obtained at the point of delivery signifies delivery of the Goods.
Not with standing delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller`s duciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller`s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. Until that time the Seller may revoke the Buyer`s right to resell or use the Goods.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods whether or not they have been affixed to any property.
The Buyer shall not be entitled to pledge or in any way charge by the way of security for any indebtedness of any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Nothing contained in this Clause shall confer any right on the Buyer to return the Goods or refuse or delay payment.
Warranties and Liability
Subject to the conditions set out below the Seller warrants that
- in the case of goods supplied the Goods will correspond in all material respects with their specification at the time of delivery and will be free from any significant defects in materials and workmanship for a period of three months from the date of their initial use or six months from delivery, whichever is the first to expire.
- in the case of services and work provided or carried out shall be provided or carried out with reasonable care and skill.
The above warranty is given by the Seller subject to the following conditions:
- the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
- the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Buyer’s instructions (whether oral or in writing), misuse or alteration or repair of The Goods without the Seller`s approval;
- the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
- the Seller shall be under no liability (or any warranty, condition or guarantee) in respect of cause of product colour leach.
- the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Supplier to the Seller.
Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller within 12 months of invoice date, the Seller shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Seller`s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) provided the Goods are returned having been used for their proper purpose and the Buyer has not altered, modified, dismantled or otherwise attempted a repair of the goods.
Except in respect of death or personal injury caused by the Seller`s negligence or any liability imposed on the Seller by Part I of the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty common law, or under the express terms of Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform any of the Seller`s obligations in relation to the Goods where such delay or failure is due to any cause beyond the Seller`s reasonable control.
The Seller`s liability except in respect of death or personal injury for any one claim or total of all claims arising from one act or default shall not exceed the Contract price.
Postponed and Cancelled Orders
Where Goods are to be manufactured to the specifications of the Buyer which may include product identifying marks any postponement and or cancellation caused by the Buyer will affect the Contract which becomes immediately payable in full by the Buyer upon demand from the Seller.
In the event of additional outlays being incurred by the Seller the Buyer shall immediately indemnify the Seller in full.
Tortious Interference
If the Supplier becomes known to the Buyer the Buyer will treat the details of the Supplier as confidential and will not approach the Supplier in any way whatsoever nor disclose the details of the Supplier to any third party.
If the Buyer conducts Tortious Interference with any Supplier the Buyer will be liable to pay the Seller the full contract price which will not be limited to the contract in place but will include contractual commitments, contractual obligations and contractual rights. The Buyer will immediately discontinue all association with the Supplier.
- If this clause applies the Seller will not be obligated to fulfil any contract, or part thereof, in place.
- If this clause applies to any third party the Buyer and the third party are liable to the fullest extent permitted by law.
Confidential Information
The Seller shall make all reasonable efforts to ensure that any confidential information provided by the Buyer is not disclosed to any third party.
In the event of confidential information being disclosed to any third party by the Seller the Seller shall not be liable for any costs, claims, damages, or expenses, whatsoever.
Insolvency of Buyer
This clause applies if:
- The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bank ruptor (being a company) goes into liquidation (other wise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases, or threatens to cease, to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
If this clause applies, and in the event of monies due remaining unpaid, property of all Goods will pass to the Seller notwithstanding Goods paid for by the Buyer.
If this clause applies all monies received from the Buyer will remain the property of the Seller notwithstanding any claim made by or on behalf of the Buyer by any other party whatsoever.
If this clause applies and Distraint is levied against the Sellers merchandise the Buyer will indemnify the Seller in full.
If this clause applies the Buyer will act as duciary agent on behalf of the Seller and retain the merchandise belonging to the Seller for use by the Seller notwithstanding any agreement or arrangement to the contrary.
If this clause applies the Seller (or an agent of the Seller) shall be entitled to enter the premises of the buyer without hindrance and remove all merchandise belonging to the Seller.
Export Terms
If there is any conflict between the provisions of Incoterms and these conditions the latter will prevail.
The Buyer shall be responsible for complying with any legislation and/or regulations governing the importation of the Goods into the country of destination that are prevailing at the date of the acceptance of the order by the Seller.
The Buyer shall be liable for all duties and taxes payable on the Goods together with all charges for carriage, delivery, packaging and insurance.
Payment of all monies due to the Seller shall be made in GBP Sterling only.
General
The Seller reserves the right to make design changes and alterations to materials sampled or previously supplied that do not lower product performance.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
The Seller reserves the right to update its Conditions of Sale from time to time without reference to the Buyer and any adjustment therein will take immediate effect upon the Buyer.
The Buyer’s endorsement of the Seller’s Credit Application Form is valid notwithstanding the inablility of the Seller to produce the original document on demand.
If, in the opinion of the Seller, a Dispute arises the Seller may immediately suspend all deliveries to the Buyer without notice and until such time as the Dispute is resolved to the satisfaction of the Seller.
Clause headings in the Seller’s Conditions of Sale are for the purpose of information and identification and shall not be otherwise construed.
This document is construed in accordance with English law and governed by the exclusive jurisdiction of the English courts
Delivery Information:
Orders within mainland UK will be subject to carriage costs unless the value of the order exceeds £400, VAT exclusive. For all orders exceeding £400 we are pleased to offer a carriage-free service, by way of next day delivery.
An AM or timed service will attract charges, including for higher order values.