a. In these conditions “the Seller” means 3A Manufacturing Ltd or any subsidiary or agent authorised by them and “the Purchaser” means the person or person’s firm or company purchasing from or doing business with the Seller.
b. “The Goods” means all products supplied by the Seller to the Purchaser whether by means of sale hire rental or otherwise and whether the property of the Seller is distributed by the Seller as agents for another.
Contracts and orders are only accepted subject to these Conditions of Sale, acceptance of which must be unqualified. If any qualification or variation is proposed by the Purchaser it shall not form part of the Contract unless expressly agreed in writing by the Seller.
a. Quotations are subject to written confirmation.
b. All prices quoted or accepted are exclusive of Value Added Tax.
a. All accounts are due and payable under these Conditions not later than 30 days from the date of invoice.
b. For purposes of these Conditions, payment means cleared funds in the Sellers account.
c. The Seller reserves the right to charge interest at the rate of 5% above the base rate from time to time of Barclays Bank plc on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date of payment under Paragraph (a) of this Condition.
d. The Purchaser shall have no automatic right of set off statutory or otherwise.
e. If the Purchaser (being a company) has a petition presented for its winding up or passes a resolution for voluntary winding up or otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed for all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with its creditors or commits a material or serious breach of the Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so) he will be deemed to have repudiated the Contract.
f. If the Purchaser (being a company) fails to pay an account by the due date its directors will be personally, jointly and severally liable to the Seller.
g. If at any time any sum owed by the Purchaser is overdue the Seller reserves the right to withhold provision of any delivery of any of its goods and services until such time as all monies due to the Seller have been paid.
h. The Seller reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
a. Delivery will be deemed to have been effected after the Goods leave the premises of the Seller or as the case may be the premises of the suppliers to the Seller in circumstances where the Goods are delivered direct from such suppliers.
b. Time of delivery is not of the essence.
c. The Seller shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
d. The Seller reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
e. When delivery is to be by instalments or the Seller exercises its right to deliver by instalments under paragraph 5d of these Conditions or if there be any delay in the delivery of any one or more instalments for whatever reason this will not entitle the Purchaser to treat the Contract as repudiated or to damages.
f. The Seller reserves the right to make a delivery charge according to the circumstances of each order. Shortages must be notified to the Seller within three days of delivery.
Where an order for successive deliveries is accepted by the Seller each delivery shall be treated as a separate contract and disputes arising out of or in connection with one delivery shall not affect the balance of deliveries to be made in execution of the order.
Shortages or surpluses not exceeding ten per cent will be charged pro rata and will be considered due execution of any order.
8. Manufacturing Standards
All products are supplied in accordance with recognised trade tolerances. Every endeavour will be made by the Seller to match colours, but exact matching cannot be guaranteed. Material thickness is calculated on a plus or minus 10% tolerance, and sizes given are subject to tolerances that reflect the size of the product.
Complaints or claims will only be entertained if notified in writing by the Purchaser to the Seller within three days of the delivery of the goods complained of. Claims related to the transport of goods must be notified immediately on receipt to enable the Seller to comply with the time limit procedure of carriers by whom the goods were transported. The return of goods will not be accepted until the Seller or his representative shall first have had the opportunity of examining them and giving his consent in writing.
10. Consequential Loss
a. No condition or warranty is to be implied as to the merchantable quality of the goods ordered, or as to their suitability for any purpose whether known to the Seller or not, and no responsibility is accepted by the Seller for any consequential damage or loss arising directly or indirectly out or the goods supplied by it.
b. The Seller shall not be responsible for any consequential loss directly or indirectly arising as a result of any error in printing applied to any goods supplied by the Seller.
11. Limit of Liability
In no circumstances whatsoever shall the Seller’s liability to the Purchaser arising under, out of or in connection with this contract exceed the invoice price of the goods supplied under this contract.
12. Retention of Title
a. The risk in the goods shall remain in the Seller until delivery to the Purchaser whereupon it will pass to the purchaser.
b. The goods shall remain the property of the Seller and the Purchaser shall hold the goods as bailee for the Seller until such time as all sums owing to the Seller under this or any other contract are paid.
c. Without prejudice to the Purchaser’s continuing obligation to the Seller as bailee of the goods the Purchaser shall be entitled to resell the goods in the ordinary course of its business and monies received by the Purchaser upon resale shall be the property of the Seller and shall be held by the Purchaser in trust for the Seller until all sums owing by the Purchaser to the Seller under this or any other contract have been paid.
d. The Purchaser grants to the Seller an irrevocable licence to enter on to the premises where goods are kept to repossess them in the event of insolvency as defined in Paragraph 4 (f) of these Conditions, or the Purchaser fails to pay by the due date.
13. Purchaser’s Property
Purchaser’s property when supplied will be held at the Purchaser’s risk. Every care will be taken to secure the best results where materials are supplied by the Purchaser but responsibility will not be accepted for imperfect work caused by the unsuitability of such materials.
14. Force Majeure
The Purchaser shall not be liable for any delay in delivery or non delivery of goods caused by any circumstances beyond the Seller’s control including without limitation any fire, flood, breakdown of machinery, strike, lock out or Court Order and in such circumstances the Seller reserves the right to cancel or suspend the whole or part of any delivery.
15. Variation of Terms
Any quotation is made subject to the above noted terms and conditions and no alterations, exclusions, additions or qualifications to the quotation and specification will be made unless confirmed in writing by the Seller.
16. Governing Law
These Conditions and contract of which they form part shall be governed and construed in accordance with the laws of England and the Purchaser and the Seller agree to submit to the jurisdiction of the Courts of England.