TERMS AND CONDITIONS
- In these conditions:-
“Buyer” means the person or persons including any company who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these conditions.
“Seller” means Peterkin Limited, whose registered office is 85 Commercial Square, Freemens Common, Leiceester, LE2 7SR.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller.
“Contract” means the contract for the purchase and sale of the goods.
“Writing” including telex cable facsimile transmission and comparable means of communication.
2.1 The seller shall sell and the buyer shall purchase the goods in accordance with any quotation of the seller which is accepted by the buyer or any order of the buyer which is accepted by the seller subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller.
2.3 The seller’s employees or agents are not authorised to make any representations 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 weighs any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the seller or its employees or agents to the buyer or its employees or agents as to the storage application or use of the goods which is not confirmed in writing by the seller is followed or acted upon entirely at the buyer’s own risk and accordingly the seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 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.
3.1 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 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 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 tended delivery of the goods.
3.2 The buyer shall pay the price of the goods within 30 days of the date of the seller’s invoice notwithstanding that delivery may not have taken place and the property and the goods has not passed to the buyer.
3.3 If the buyer fails to pay the price of the goods within 30 days of the date of the seller’s invoice, the buyer shall be liable to the addition of interest on any amount outstanding, at the rate of 4% per annum above the base lending rate of HSBC until the goods are paid for in full.
4.1 Delivery of the goods shall be made by the buyer delivering the goods to the place agreed for delivery between the seller and the buyer.
4.2 Any dates quoted for delivery of the goods are approximate only and the seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the seller in writing. The goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
4.3 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 than by reason of any cause 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:-
4.3.1 Store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage or
4.3.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the contract or charge the buyer for any shortfall below the price under the contract.
5.1 Risk of damage to or loss of the goods shall pass to the buyer:-
5.1.1 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
5.1.2 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 tended delivery of the goods.
5.2 Notwithstanding 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.
5.3 Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as the seller’s fiduciary agent and bailee, and shall keep the goods separate from those of the buyer and third parties and property 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 monies or property of the buyer and third parties and, in the case of tangible proceeds, property stored protected and insured.
5.4 Until such time as the property in the goods passes to the buyer (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.
5.5 The buyer shall not be entitled to pledge or in any way charge by way of security by way of indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
6.1 Subject to the conditions set out below the seller warrants that the goods will correspond with the specification at the time of delivery.
6.2 The above warranty is given by the seller subject to the following conditions:-
6.2.1 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.
6.2.2 The seller shall be under no liability in respect of any defect arising from fair wear and tear willful damage negligence abnormal working conditions failure to follow the seller’s instruction (whether oral or in writing) misuse or alteration or repair of the goods without the seller’s approval.
6.2.3 The seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price of the goods has not been paid by the due date for payment.
6.2.4 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 manufacturer to the seller.
6.3 Subject as expressly provided in these conditions and accept where the goods sold to the 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.
6.4 Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the seller within seven days from the date of delivery or (where the defect of failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the seller accordingly the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
6.5 The seller shall not be liable to the buyer or 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 if the delay or failure was due to any cause beyond the seller’s reasonable control. Without prejudice to the generality of the forgoing the following shall be regarded as causes beyond the seller’s reasonable control.
6.5.1 Act of God explosion flood tempest fire or accident.
6.5.2 War or threat of war sabotage insurrection civil disturbance or requisition.
6.5.3 Acts restrictions regulations by-laws prohibitions or measure of any kind on the part of any governmental parliamentary or local authority.
6.5.4 Import or export regulations or embargoes.
6.5.5 Strikes lockouts of other industrial actions or trade disputes (whether involving employees of the seller or of a third party).
6.5.6 Difficulties in obtaining raw materials labour fuel parts or machinery.
6.5.7 Power failure or breakdown in machinery.
7.1 This clause applies if:-
7.1.1 The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
7.1.2 An incumbrancer takes possession or a receiver is appointed of any property or assets of the buyer; or
7.1.3 The buyer ceases or threatens to cease to carry on business; or
7.1.4 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.
7.2 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 not withstanding any previous agreement or arrangements to the contrary.
8.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principle place of business or usual address or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.2 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.
8.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
8.4 The contract shall be covered by the laws of England.