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TERMS & CONDITIONS OF TRADING - Richard Haworth
1. DEFINITIONS In these terms and conditions:-
"the Company" means Richard Haworth (registered in England with No 883804)
"the Customer" means the person, firm or company who enters into a Contract with the Company
"Goods" means the goods sold to the Customer by the Company.
"Contract" means the contract for the sale and purchase of Goods made between the Company and the Customer to which
these terms and conditions apply.
"Writing" includes telex, cable, facsimile and comparable means of electronic communication.
2. FORM OF CONTRACT
2.1 The following are the only terms and conditions on which the Company trades and all offers, quotations, orders,
acknowledgements of orders and every contract between the Company and the Customer shall be subject hereto.
2.2 The Company shall sell and the Customer shall purchase the Goods in accordance with any quotation of the Company which is accepted by the Customer or any order of the Customer which is accepted by the Company subject always (in either case) to these terms and conditions.
2.3 No variation to these terms and conditions shall bind the Company unless the same is agreed in writing by authorised representatives of the Company and the customer.
3.1 Subject always to Clause 3.3 below the price payable for Goods shall (unless otherwise stated by the Company in writing and signed by an authorised official on its behalf) be either (i) the price agreed with the Customer and noted by the Company in its quotation or acknowledgement of order; or (ii) (If no price is agreed) the list price of the Company current at the date of delivery of Goods.
3.2 All prices are exclusive of VAT and if chargeable this will be charged at the appropriate rate ruling at the date of delivery of Goods.
3.3 The Company at all times reserves the right to revise any price(s) of Goods to take account of any increases in costs to the Company due to factors beyond the control of the Company including (but not limited to) foreign exchange fluctuations / alteration of duties/increases in costs of labour and/or materials and/or transport and the Customer shall pay such revised price as if it were payable under Clause 3.1 hereof.
3.4 If prices are listed incorrectly by mistake, we will not be liable to supply that item to you at the stated price, provided we notify you before the item(s) has been despatched. In such circumstances, we will notify the correct price so you can decide whether or not you wish to order the item at the correct price. If you decide not to order the item, we would issue a full refund.
4.1 All accounts rendered by the Company shall be paid without retention no later than 30 days from the date of the invoice (unless otherwise agreed) and time for payment shall be of the essence.
4.2 Notwithstanding clause 4.1 the right to demand payment at any time is reserved. The Company further reserves the right to reduce or withdraw credit facilities at any time.
4.3 New accounts are subject to such Trade and Bank references as the Company shall in its absolute discretion require and until such time as satisfactory references have been received by the Company no Goods will be delivered by the Company until the Company has received payment in full from the Customer unless an authorised representative of the Company agrees otherwise in Writing.
4.4 The Customer shall not without the prior written agreement of the Company be entitled to deduct or set off from any money or monies for the time being due to the Company any claim for loss or expense alleged to have been incurred by the Customer by reason of any breach or failure to observe the provisions of the Contract between the Customer and the Company.
4.5 Without prejudice to any other right or remedy available to the Company, interest shall be payable on all overdue accounts at the rate of 3% per annum above the base rate of the time being of National Westminster Bank Plc to run from the due date for payment until receipt by the Company of the full amount whether or not after judgment.
5. CANCELLATION/MATERIAL VARIATION
No Contract between the Company and the Customer may be cancelled or materially varied by the Customer without prior consent in writing of the Company.
6. RISK AND TITLE
6.1 The risk in Goods shall pass to the Customer as follows:
6.1.1 Where the Company delivers Goods or causes Goods to be delivered to the Customer or to the Customer's order then as from their arrival at the point where they are to be unloaded; or
6.1.2 Where the Customer collects Goods or causes Goods to be collected then as from the point where they are collected (provided that when Goods are loaded onto vehicles loading shall be the responsibility of and at the risk of the Customer)
6.2 Title to Goods shall not pass to the Customer until all amounts for the time being due and owing from the Customer are received in full by the Company (whether for the Goods or under any other Contract made between the Company and the Customer) and until such time both the legal and beneficial ownership in goods shall remain with the Company.
6.3 For so long as the Customer remains in possession of any Goods whilst title thereto remains with the Company:-
6.3.1 The Customer shall be fiduciary Agent and bailee of such Goods for the Company; and
6.3.2 The customer hereby grants to the Company an irrevocable right and licence to enter upon any part of its premises to repossess any such Goods.
6.3.3 If the Customer shall re-sell any such Goods (or any product made therefrom):-
18.104.22.168 The Customer shall hold the proceeds of sale thereof (or any debt due to the Customer representing the same) upon trust for the Company; and
22.214.171.124 The Customer shall not permit such proceeds of sale to be mingled with its own monies
126.96.36.199 Any such debt due to the Customer which is subject to such trust shall upon demand be assigned by the Customer to the Company together with all such other rights (if any) as the Customer may have against its debtor for recovery of the same.
7. TIME OF DELIVERY
7.1 Any delivery date or dates given by the Company for delivery of Goods are approximate only, and are not of any contractual effect.
7.2 The Company reserves its right to withhold delivery of any Goods to the Customer in the event that the effect of such delivery would be to increase the indebtedness of the Customer to the Company in excess of the Customer's credit limit with the Company.
The quantity quality and description of the Goods shall be as set out in the Company's quotation (if accepted by the Customer) or in the Customer's order (if accepted by the Company) provided always that if any Goods are expressed to be of foreign origin they shall be sold by the Company subject to any usual limitations on the standard of manufacture of such country of origin.
9.1 No Claim by the Customer against the Company for damaged or defective Goods or for any other breach of legal obligation or duty can be considered by the Company unless:-
9.1.1. Where damage defect or other breach of obligation or duty is apparent on inspection, a claim in Writing is received by the Company within 7 days of delivery of the Goods: or
9.1.2. Where the damage defect or other breach of obligation or duty is not apparent on inspection, a claim in Writing is received by the Company, within 14 days of delivery of Goods.
And in either event the Company reserves the right to supply replacement Goods to the Customer free of charge in full and final satisfaction of the Customer's claim.
9.2 Without prejudice to the generality of Clauses 9.1 and 9.2. above:-
9.2.1. The Company shall not be liable to the Customer or to any third party for any consequential loss or damage, howsoever caused (even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same); and
9.2.2. In the event of the Company incurring any liability whatsoever in respect of any Contract made subject to these terms and conditions, then the Company's liability shall not in any circumstances exceed the price agreed with the Customer or otherwise payable under Clause 3 above, and
9.2.3. The Company shall not incur any liability whatsoever in respect of any Goods once such Goods have in any manner been treated or dealt with or altered following delivery by the Company to the Customer.
10. FORCE MAJEURE
The Company will make every effort to perform the Contract but shall not be liable for any loss or damage caused by non-performance or by delay in the performance of any of its obligations to the customer due to act of God, war, civil disturbance, government action, strike, lock-out or trade dispute (whether involving its own employees or those of any other person) difficulties in obtaining materials, breakdown in machinery, fire, or accident or any other causes whatsoever beyond the reasonable control of the Company. Should any such event occur, the Company reserves the right to cancel or suspend all or any part of the Contract with the Customer, without incurring any liability for any loss of damage thereby occasioned.
These Terms and Conditions are considered reasonable by the parties but in any event that any limitation or provision contained herein be held by a Court of competent jurisdiction to be invalid by reference to the Unfair Contract Terms Act 1977 it shall to that extent be deemed omitted.
12.1 Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
12.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
12.3 The failure by the Company to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor to operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
13. GOVERNING LAW
Any Contract which is made subject to these Terms and Conditions, shall be subject to and construed in accordance with English Law. All parties hereby irrevocably submit to the jurisdiction of the English Courts.
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