1.1 In these Conditions the following words have the following meanings:
1.2 In these Conditions references to any statute or statutory provision shall unless the context requires
otherwise include a reference to that statute or statutory provision as from time to time amended,
consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the
singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion
of all other terms and conditions (including the exclusion of any terms and conditions which the Buyer
purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order,
confirmation of order, specification or other document will form part of the Contract simply as a result
of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and signed by
a Director of the Company.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to
purchase Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to
the Buyer. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the
Buyer’s acceptance of these terms and conditions.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and
2.7 Any quotation is given 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 period of 60 days
only from its date, provided that the Company has not previously withdrawn it.
2.8 The Buyer shall sign and return the written acknowledgement of order and artwork proof and no
Contract shall come into force until these are received by the Company. The Company shall not be
liable for any loss (including loss of profit) costs, damages, charges or expenses suffered or incurred
by the Buyer as a result of the Buyer signing off an incorrect acknowledgement of order or artwork
2.9 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in
accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company
Victoria Works, Bruntcliffe Road, Morley, Leeds, West Yorkshire, LS27 0LF
against all loss, damages, costs and expenses awarded against or incurred by the Company in
connection with, or paid or agreed to be paid by the Company in settlement of any claim for
infringement of any patent, copyright, design, trademark or other industrial or intellectual property
rights of any person which results from the Company’s use of the Buyer’s specification.
2.10 The Company reserves the right to make any changes in the specification of the Goods which are
required to conform with any applicable statutory or EU requirements or where the Goods are to be
supplied to the Company’s specification, which do not materially affect their quality or performance.
2.11 Subject to condition 4.7 no order which has been accepted by the Company may be cancelled by the
Buyer except with the written consent of the Company and on terms that the Buyer will indemnify the
Company in full against all losses (including loss of profit) costs (including the costs of all labour and
material used), damages, charges and expenses suffered or incurred by the Company as a result of
3.1 The description of the Goods shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any
descriptions or illustrations contained in the Company’s catalogues or brochures are issued or
published for the sole purpose of giving an approximate idea of the Goods described in them. They
will not form part of this Contract.
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the
Buyers place of business.
4.2 If carriage is required in accordance with condition 4.1 the Goods shall be delivered by such means as
the Company thinks fit unless the Buyer has specified in its order the details of the contract with a
carrier which it reasonably requires having regard to the nature of the Goods and the other
circumstances of the case.
4.3 The carrier shall be deemed to be the Buyer’s agent except for the purposes of section 44, 45 and 46
of the Sale of Goods Act 1979.
4.4 Delivery of the Goods shall be accepted at any time of day.
4.5 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time
for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be
within a reasonable time.
4.6 Subject to the other provisions of these Conditions the Company will not be liable for any loss
(including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any
delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay
entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.7 If for any reason the Buyer does not accept delivery of any Goods when they are ready for delivery, or
the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
4.8 The Company will, at the point or place where delivery takes place under condition 4.1, provide at its
expense, adequate and appropriate equipment and manual labour for loading the Goods.
4.9 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract
and failure by the Company 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 whole contract as repudiated.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the
Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on
delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s
negligence) unless written notice is given to the carrier and the Company within 2 days of the date
when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods
within a reasonable time or issuing a credit note at the pro rata Contract Price against any invoice
raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery in accordance with condition 4.1.
6.2 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:
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.6 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.
6.7 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.
7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out
in the Company’s acknowledgement of order.
7.2 The price for the Goods shall be exclusive of any value added tax or any other applicable tax which
the Buyer will pay in addition when it is due to pay for the Goods.
7.3 Except as otherwise agreed in writing by the Company the price for the Goods is given on an ex-works
basis and where the Company agrees to deliver the Goods otherwise than the Company’s premises,
the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
8.1 Subject to condition 8.1, unless otherwise agreed by the Company in writing, the Company may
invoice the Buyer for the price of the Goods on or at any time after delivery 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 Company shall be entitled to invoice the Buyer for the price at any time after the
Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the
Company has tendered delivery of the Goods.
8.2 Payment of the price for the Goods is due in pounds sterling on the last working day of the month
following the month in which the Goods are delivered or deemed to be delivered.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately upon
termination of this Contract despite any other provision.
8.6 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.
8.7 The Company may appropriate any payment made by the Buyer to the Company to such of the Goods
as the Company thinks fit despite any purported appropriation by the Buyer.
8.8 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 from time to time of Lloyds TSB Bank, accruing on a daily basis until
payment is made, whether before or after any judgement. The Company reserves the right to claim
interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.1 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to
the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these Conditions) upon delivery, and
for a period of 6 months from the date of delivery, the Goods will be of satisfactory quality within the
meaning of the Sale of Goods Act 1994.
9.3 The Company shall not be liable for a breach of the warranty in condition 9.2 unless:
9.4 The Company shall not be liable for a breach of the warranty in condition 9.2:
9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition
9.2 the Company shall at its option repair or replace such Goods (or the defective part) provided that,
if the Company so requests, the Buyer shall, (at the Buyer’s expense), return the Goods or the part of
such Goods which is defective to the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the
warranty in condition 9.2 in respect of the quality of such Goods.
9.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be
guaranteed on these terms for the unexpired portion of the 6 month period.
10. LIMITATION OF LIABILITY
10.1 The following provisions and the provisions of conditions 4, 5 and 9, set out the entire liability of the
Company (including any liability for the acts or omissions of its employees, agents and subcontractors)
to the Buyer in respect of:
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions
implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law,
excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury
caused by the Company’s negligence or for fraudulent misrepresentation.
The Buyer’s attention is in particular drawn to the provisions of condition 10.4
10.4 Subject to conditions 10.2 and 10.3:
10.5 The Buyer shall indemnify the Company against all liability, actions proceedings, costs, claims,
damages or demands in any way connected with this Contract brought or threatened to be brought
against the Company by any third party except to the extent the Company is liable to the Buyer in
accordance with these terms and conditions.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written
consent of the Company.
11.2 The Company may assign the Contract or any part of it to any person, firm or company.
12. FORCE MAJEURE
12.1 The Company shall not be deemed to be breach of this Agreement or otherwise liable to the Buyer in
any manner whatsoever for any failure or delay in performing its obligations under this Agreement
due to Force Majeure.
12.2 For the purpose of this condition 12 “Force Majeure” means, any cause preventing the Company from
performing any or all of its obligations which arises from or is attributable to acts, events, omissions
or accidents beyond the reasonable control of the Company including without limitation, strikes,
lockouts or other industrial disputes (whether involving the workforce of the Company or any other
party) act of God, war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of supplies or sub-contractors.
13.1 Time for performance of all obligations of the Buyer under the Contract is of the essence.
13.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or
remedy of the Company whether under the Contract or not.
13.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall
to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness
be deemed severable and the remaining provisions of the Contract and the remainder of such
provision shall continue in full force and effect.
13.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will
not be construed as a waiver of any of its rights under the Contract.
13.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by
the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect
the other terms of the Contract.
13.6 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
13.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be
governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about this Contract must be in writing and delivered by hand
or sent by pre-paid first class post or sent by facsimile transmission:
14.2 Communications shall be deemed to have been received:
14.3 Communications addressed to the Company shall be marked for the attention of a Director.