General
The terms and conditions set out herein shall apply to any contract for the sale or supply of goods or services by (the Seller) to the party shown overleaf and identified as the Buyer and shall apply notwithstanding any proffering or production by the Buyer of alternative terms and/or conditions.
No variation to these terms and conditions shall be binding unless made in writing by a Director of the Seller and a valid reason therefore is given by the Buyer.

Tenders and Orders
No tender is valid unless in writing and upon the Seller’s render form.

A tender is an offer by the Seller conditional upon the Seller approving the Buyer’s credit and therefore shall not be capable of forming a contract binding upon the Seller until such time as the credit worthiness of the Buyer has been established. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller. In the event of cancellation the Buyer shall indemnify the Seller in full against any or all losses (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 cancellation.

For clients entering into and  signing renewable agreements, the terms are amended to reflect that either party can terminate the contract with three months notice prior to the anniversary date.


The Goods
The Seller shall use all reasonable skill and care to ensure that any goods sold by the Seller comply with their description in any current trade literature of the Seller and shall use all reasonable skill and care in advising the Buyer upon selection of such goods. The Seller shall not be liable if such goods being a component part or parts are not suitable for use with others parts purchased by the Buyer from persons other than the Seller or if such parts do not together perform in the manner required by the Buyer. If the Seller has carried out a performance test and the Buyer has proceeded with the purchase of the goods, the goods shall be deemed to be fit for their purpose.
Goods offered by the Seller that are sourced from outside the UK are manufactured under a quality control system that complies with ISO 9001 and these goods do not conform with the BSI accreditation scheme. The Seller will advise the Buyer of which goods are excluded from the BSI accreditation scheme on receipt of a written request.

Prices and Terms Of Payment
The price of the goods is exclusive of value added tax and does not include the cost of fitting or erecting the goods supplied. The price of the goods is exclusive of delivery unless otherwise agreed in writing between the Seller and the Buyer. Payments must be made by the Buyer within 30 days of the date of the Seller’s invoice without set-off and without prejudice to any other rights of the Seller. The Seller shall be entitled to withhold delivery or further delivery in the case of a delivery effected in instalments in the event of the Buyer’s non-payment in full. In the event goods are made available to the Buyer in time for the agreed delivery date, but the Buyer instructs the Seller to delay actual delivery, then the Seller will accept such instruction on strict condition that the invoice of the Seller shall become immediately due and payable and that furthermore, the Seller will have the option to render a storage charge should the Seller be required to retain the goods for a period of excess of 2 weeks. The buyer’s common law right of set-off, counter claim and cross claim in relation to this contract and any other contract between the Seller and the Buyer is hereby excluded.

Delivery
The Seller shall use all reasonable endeavours to meet the time for delivery but shall not be liable for delay caused by the following events:

the Seller not having received from the Buyer (or if appropriate from any third party) in due time any necessary instructions, information, calculations, drawings or details.

the Seller’s inability for reasons beyond his control to secure such goods or materials as are essential to meet the requirements of the Buyer.

The Seller shall not be liable to the Buyer for delay in any event in the following circumstances:

if the Buyer is entitled to any extension of time for completion of any works pursuant to any contract the Buyer has with a third party.

if the Buyer would have been delayed in his performance of any other contract in any event due to the act or omission of any other person

Where the Seller agrees to supply the goods by instalments each instalment shall be deemed to be a separate contract to which the Seller’s terms and conditions shall apply and any failure or delay on the part of the Seller to deliver one or more instalments shall not entitle the buyer to refuse to accept delivery of any other instalments. The Buyer shall not return any goods to the Seller without the Seller’s prior written authorisation and in any event any such return shall be made at the sole risk and expense of the Buyer.

Force Majeure
In the event that performance of any part of the contract is affected by any unforeseen circumstances whatsoever or any cause beyond the Seller’s reasonable control the Seller may delay suspend or terminate performance of the contract or any part thereof. The Seller shall be under no liability whatsoever for any loss or damage arising in any way out of such delay suspension or termination of the contract or any part thereof.

Liability
The Seller shall be under no liability in respect of any defect in or failure in performance of 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 wilful damage negligence at normal working conditions failure to follow the Seller’s instructions misuse or alteration of the goods without the Seller’s approval. The Buyer shall ensure compliance with all applicable bye-laws and is deemed to be aware of the same at the time of order of goods from the Seller. Any claim which the Buyer intends to make against the Seller shall be made within 12 months of the date of delivery of the goods. No claim made after the expiry of such period shall be valid. Save in respect of liability for death or personal injury arising by reason of negligence of the Seller all other liabilities including financial and economic loss are hereby excluded save and insofar as the Seller has been able to effect valid insurance at the time the contract is entered into.

Copyright
All designs drawings specifications and information supplied to the Buyer whether directly or indirectly are confidential and copyright in such drawings designs specifications and information shall remain vested in the Seller.

Governing Law
The validity construction and performance of this contract shall be governed by the laws of England