1. Definitions
1.1 In these conditions “the Company” means Somerset CNC Ltd or any
of its subsidiaries, whose registered office is at Unit 1 Winchester Farm,
Draycott Road, Cheddar, Somerset, BS27 3RP, “the Customer” means
the person, firm or company to whom this acknowledgement of order
is addressed.
1.2 Subject to sub-clause 1.3 below, “the Goods” means the goods the
subject of this order.
1.3 Where the contract is for the provision of services, the words “the
Goods” shall be read, where the context permits, as meaning the
services which the Company has contracted to provide.
2. Formation of the Contract
2.1 These conditions shall form the basis of the contract between
the Company and the Customer. Notwithstanding anything to the
contrary in the Customer’s standard conditions of purchase, these
conditions shall apply except so far as expressly agreed in writing by
a person authorised to sign on behalf of the Company.
2.2 No servant or agent of the Company has power to vary these
conditions orally, or to make representations or promises about the
condition of the Goods, their fitness for any purpose or any other
matter whatsoever.
2.3 Unless otherwise expressly stated in writing, all quotations and
estimates by the Company are invitations to treat. The Customer’s
order is an offer, which offer will be accepted by the Company
delivering the Goods or acknowledgement of the order.
2.4 The acceptance by the Customer of all or any of the Goods shall
constitute acceptance by the Customer of these conditions.
2.5 The Company will provide the Goods at the request of any
representative of the Customer, unless otherwise instructed in
writing by the Customer.
2.6 The construction, validity and performance of these conditions and
this order shall be governed by English Law.
2.7 These general conditions shall be subject to such further special
conditions as may be prescribed in writing by the Company or as
may appear overleaf.
2.8 In the event of any conflict, or apparent conflict, between the special
conditions and these general conditions, the special conditions
shall prevail.
2.9 These conditions supersede all previous trading terms issued by
the Company.
2.10 All notices to be served under these conditions shall be served
by first class pre-paid post, e-mail or facsimile message at the
registered office or principal trading address of the intended
recipient. Notices shall be deemed served when they would
ordinarily have been received in normal business hours according to
the means of transmission of such notices.
3. Cancellation
3.1 No cancellation or variation of the whole or any part of the order by
the Customer is permitted, except where expressly agreed in writing
by a person authorised to sign on behalf of the Company.
3.2 The consent of the Company to cancellation or variation of the order
shall not in any way prejudice the Company’s right to recover from
the Customer full compensation for any loss or expense arising from
such cancellation or variation on an indemnity basis.
3.3 Where the Goods are returned by the Customer without the
Company’s consent, they will not be accepted for credit.
4. Price
4.1 Quoted prices are based on costs prevailing at the time when they
are given or agreed and are exclusive of VAT. The Company shall be
entitled to adjust the price of the Goods as at the time of delivery by
such amounts as may be necessary to cover any currency fluctuation
occurring after the date of the quotation or order in relation to the
supply and/or delivery of the Goods.
4.2 VAT will be added, where applicable, to all invoices at the rate
applying at the appropriate tax point.
5. Payment
5.1 Unless the sale is for cash, or other credit terms have been expressly
agreed, all accounts are due for payment 30 days from the date if invoice
issue where supplied electronically or in postal form.
5.2 The Company reserves the right to charge interest at 8% per annum
above the base rate from time to time in force of TSB Bank Plc on all overdue
accounts, together with compensation for
the costs suffered by the Company arising from late payment, in
accordance with its rights under the Late Payment of Commercial
Debts (Interest) Act 1998.
5.3 The Customer shall not be entitled to withhold payment of any
amount payable under this order by reason of any dispute or claim
by the Customer.
5.4 The Customer shall not be entitled to set off against any amount
payable under this order any amount due by the Company to the
Customer under any other agreement.
5.5 The Company shall be entitled to set off any amount due by the
Company to the Customer against any amount payable by the
Customer to the.
5.6 In the case of short delivery, partial delivery or delivery of damaged
Goods, the Customer shall remain liable to pay the full invoice price
of all Goods delivered or available for delivery.
5.7 The Company reserves the right at any time at its discretion to
demand security for payments before continuing with or delivering
any of the Goods notwithstanding any subsisting agreement to
provide credit to the Customer.
5.8 Without prejudice to any other rights of the Company, if the Customer
shall fail to make punctual payments of any sum under any contract
between the Company and the Customer, the Company may,
at its option, either withhold delivery of the Goods until the total
indebtedness of the Customer to the Company has been discharged,
or cancel this order.
5.9 All legal costs and expenses reasonably incurred by the Company in
seeking to collect overdue invoices from the Customer or otherwise
to enforce its rights under this contract will be recoverable from the
Customer on an indemnity basis.
6. Delivery
6.1 Delivery will be deemed to have been effected when the Goods leave
the premises of the Company or, as the case may be, the premises
of the suppliers to the Company in circumstances where the Goods
are delivered direct from such suppliers or, where the Goods are
not delivered by the Company, but by an independent carrier,
delivery of the Goods by the Company to the carrier shall be delivery
to the Customer.
6.2 Delivery dates are given in good faith but are not guaranteed and no
liability will be accepted for any loss whatsoever suffered or caused
through late delivery or non-delivery and time of delivery shall not be
of the essence.
6.3 The Company reserves the right to make delivery by instalments and
tender a separate invoice in respect of each instalment.
6.4 In the event that the Customer requests that any Goods be deposited
other than on private premises owned by the Customer, the
Customer shall be responsible for compliance with all regulations
and for all steps which need to be taken for the protection at all times
of persons or property and shall indemnify the Company in respect of
all costs claims losses or expenses which the Company may incur as
a result of such delivery whether on the public highway or elsewhere.
6.5 The Customer shall provide, at its own expense, the labour necessary
for unloading the Goods, such labour to be available during normal
working hours on the day notified by the Company for delivery.
6.6 The Customer shall procure the signing of the Company’s delivery
note as acknowledgement of delivery of the Goods specified on the
delivery note.
6.7 The Company will deliver the Goods as near as possible to the
delivery address as a safe hard road permits. The Company reserves
the right to refuse to deliver Goods to premises considered at the
discretion of the Company to be unsuitable.
6.8 If the Customer wishes to claim that there is any shortage on
the delivery of any Goods or that any of the Goods are delivered
damaged, the Customer shall give notice in writing to the Company
within 7 days after the date of delivery, or within 7 days of non-delivery if the
Goods are not delivered on the anticipated delivery
date, failing which the Goods shall be deemed to have been delivered
undamaged and in accordance with the delivery documents.
6.8.1 If short delivery does take place, the Customer shall not reject
the Goods but shall accept the Goods delivered as a part
performance of the order;
6.8.2 If short delivery or damaged Goods are complained of, the
Company shall be under no liability in respect of the claim
unless a reasonable opportunity to inspect the Goods is
provided to the Company before any use is made of the
Goods by the Customer. The liability of the Company for short
delivery or damaged Goods shall be strictly limited to the
provision of any Goods not delivered or the replacement or,
at the Company’s option, repair of any damaged Goods.
6.9 A delivery charge may be levied, at the discretion of the Company, in
unusual circumstances.
7. Title and Risk
7.1 Risk in the Goods shall pass to the Customer when the Goods are
delivered to the Customer.
7.2 The ownership of the Goods shall remain with the Company until the
Customer has paid all liquidated sums owed by the Customer to the
Company, whether in respect of this order or otherwise.
7.3 The Goods shall be stored on the Customer’s premises separately
from any other goods and the Customer shall not interfere with any
identification marks or serial numbers on the Goods.
7.4 The Customer is licensed by the Company to use or agree to sell the
Goods delivered to the Customer subject to the revocation of such
authority in accordance with sub-clause 7.5 below
7.5 Until title to the Goods passes, without prejudice to any other rights
of the Company, the Company may at any time revoke the power
of sale and use contained in sub-clause 7.4 above by notice to the
Customer if the Customer is in default for longer than 14 days in the
payment of any sum whatsoever due to the Company whether in
respect of the Goods or otherwise or if the Company has bona fide
doubts as to the solvency of the Customer, whereupon the Customer
shall deliver up such Goods to the Company.
7.6 The Company may at any time recover and re-sell Goods in which
title shall not have passed to the Customer. The Company by its
servants and agents shall be entitled to access to the Customer’s
premises or those to which the Customer has a right of access where
the Goods or some of them are stored or thought to be stored for
the purpose of re-possession at any time.
7.7 Risk in the Goods shall revert to the Company following re-possession
but not otherwise.
7.8 If the Customer shall become bankrupt or insolvent, or have
a receiving order or administration order made against him or
compound with his creditors, or, being a corporation, commence
to be wound up, not being a members voluntary winding up for the
purpose of reconstruction or amalgamation, or carry on its business
under a receiver for the benefit of its creditors or any of them, or the
Company has bona fide doubts as to the solvency of the Customer,
all sums payable to the Company by the Customer in respect of the
Goods or otherwise shall become due and payable forthwith, without
requirement for any notice to be given and the Company shall be
released from its obligation to deliver such of the Goods as remain
undelivered, save on terms acceptable to the Company, or if the
Goods or any of them shall have been delivered, the power of sale
and use contained in sub-clause 7.4 above shall be deemed revoked
forthwith, and the Goods shall be delivered up to the Company.
8. Defective Goods
8.1 In the event that a defect in the Goods is discovered by the Customer
and reported to the Company in writing during the period of 4 months
from the date of delivery of the Goods, which defect was caused by
faulty design or manufacture, the Company will, at its option, either
repair the Goods at its own expense, replace the Goods or refund the
purchase price of the Goods, subject in all cases to the return of the
Goods (or such of them as it is claimed are defective) to the Company
by the Customer, at the Customer’s expense.
8.2 Save as set out in sub-clause 8.1, all warranties or other terms
implied by statute or otherwise shall not apply to this order, including
but not limited to those implied by the Sale of Goods Act 1979
(as amended by the Sale and Supply of Goods Act 1994), the Supply
of Goods and Services Act 1982 and the Consumer Protection
Act 1987.
8.3 The Company shall not be liable for any consequential or indirect loss
suffered by the Customer or any third party in relation to this order
and the Customer shall indemnify the Company in respect of any
claim of any person in respect of such consequential or indirect loss.
8.4 This clause 8 constitutes the entire liability of the Company under
this order, which, in any event, shall not exceed the contract price
of the Goods, save in respect of the Company’s liability for death or
personal injury resulting from negligence.
9. Specifications
9.1 No guarantee can be given that Goods delivered will match samples
submitted in all material respects, including but not limited to colour,
size, weight and cut, as samples are drawn from bulk and are
representative of the whole.
9.2 Subject to sub-clause 9.1 above, the Goods are supplied on the basis
that they comply with technical specifications contained in printed
documentation concerning the Goods prepared by the Company and
that they conform to the written descriptions contained in the order.
9.3 If the Goods are manufactured to the design or specification of the
Customer or the Customer’s agent, the Goods carry no undertaking
or warranty of any kind save that they will comply with the design or
specification in all material respects.
10. General
10.1 The Company shall not be liable for any failure to deliver or delay in
delivery of the Goods arising from circumstances outside its control,
including but not limited to lock-outs, fire, accidents, defective materials,
delays in receipt of raw materials or bought-in goods or components.
10.2 No person who is not a party to this order shall have the right, under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of these conditions