CONDITIONS OF TRADING
a) 'the company' means Falcon Electrical Wholesalers Limited whose registered office is at Carlton House, Grammar School Street, Bradford, BD1 4NS
b) 'the customer' means the person, company or firm by whom the goods are purchased.
c) 'the goods' means the goods the subject of the contract or contracts to which conditions apply
Unless otherwise expressly agreed in writing by the Company, every sale of Goods by the Company shall be subject to these Conditions to the exclusion of any other terms whether contained in any earlier set of conditions issued by the Company or the Company's agents or in a form of order or any other document issued by the Buyer or the Buyer's agents or otherwise arising whether expressly or by implications.
a) Prices are subject to change without notice. Delivery charge and other expenses incurred by the Company may be added to the invoice together with VAT.
b) Prices charged will be at the manufacturers recommended trade price at the date of dispatch.
c) VAT will be charged at the rate ruling at the date of delivery of the Goods to the Customer.
a) Delivery shall take place when Goods are off-loaded from the delivering vehicle at destinations selected by the Customer. At that time all risks in respect of loss or damage (including unloading and subsequent storage) and the Customer shall assume any consequential loss.
b) For any damage in transit or non-deliveries the Company's liability will only be to replace the Goods within a reasonable time subject to the Goods being returned to the Company immediately.
c) Unless otherwise expressly agreed, times or dates quoted by the Company for delivery of Goods are intended as an approximate estimate only and time of delivery shall not be of the essence of the contract. Endeavors will be made to adhere to such times or dates but the Company does not give any other undertaking in that regard and the company shall not be liable to the Customer for any loss or damage (whether direct, indirect or consequential) sustained by the Customer as a result of the Company's failure to comply with such delivery dates.
a) Title to any Goods supplies by the Company shall only pass to the Customer after full payment of all monies due from the Customer to the Company, whether under this contract or otherwise, has been made to the Company.
b) Until full payment for the Goods has been made, the Company has the right to take possession of the Goods (and for this purpose the Customer authorizes the Company to enter its premises and agrees to store the Goods in such way that they are readily identifiable as the property of the Company and are separate from all other Goods in the possession of the Customer) without notice in addition to any other legal remedy.
a) Goods returned at the Customer's request not on the Company's own vehicle shall be at the Customer's risk regarding insurance for the value not less than the full invoice price.
b) Specially ordered or non-stock items are not returnable.
c) Costs of collection and re-delivery of replacement items will be met by the customer unless attributable to the negligence of the Company.
d) Only Goods returned in saleable condition can be accepted for credit.
e) The Company reserves the right to levy a restocking and handling charge.
f) All returns must be sanctioned by the Company prior to Goods being brought back.
Any claims in respect of alleged shortages or damage in respect of the Goods must be notified to the Company in writing within three days of delivery. Evident damage to external packing must be the subject of an endorsement on the Company's delivery note at the time of delivery.
a) Payment shall be made to the Company by the last day of the month following the date of invoice. Failure to observe this strict rule may result in the cancellation of credit facilities. Terms of settlement are endorsed on invoices or the Customers benefit.
b) In the event of non-payment within the time stipulated, the Company reserves the right to make a charge of 2% per month of the invoice price which will be due from the Customer from the date when payment was due until the date of actual payment.
c) The Company shall be under no obligation to make any delivery if the Customer is in breach of any of these Conditions of Trading. Special prompt payment discounts may be available, details of which can be quoted on request.
d) The Company shall at any time be entitled to deduct from or set off against monies due to it such sums, which the Company may at any time be liable to pay to the Customer.
e) We understand and will exercise our statutory right to interest and compensation costs under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed terms.
a) The Company reserves the right to vary deliveries as it may deem necessary having regard to availability of supplies and changes in manufacturers specification.
b) Each delivery of Goods to the Customer shall constitute a separate Contract to which these Conditions shall be applied
a) This contract shall be governed by the Law of England and the parties shall submit to the jurisdiction of the courts of Harrogate to which all disputes here under shall be referred.
b) No liability shall rest with the Company in respect of failure to deliver arising from shortage of supplies, industrial action, force majeure or any circumstances beyond its reasonable control.
c) These conditions are to be read in conjunction with and subject to the Customer's statutory rights.
d) The company shall be under no liability for any loss or damage howsoever caused which arises in respect of the Customer's liabilities to any third party.
e) The Company accepts no liability for;
- indirect or consequential loss of any description,
- Loss or penalties suffered by the Customer for Goods failing to reach the required quality or specification due to circumstances beyond the Company's reasonable control.
- Any advice provided for the Customer, unless such advice is in writing on the Company's headed paper following the receipt of a written specification for the Customer. The Customer must check and confirm that details of materials estimated by the company are correct and no responsibility can be taken by the Company for errors in quantities provided by the Customer. Manufacturers? specifications and product details will be supplied at the request of the Customer but the Company will accept no liability for errors or mis-statements contained therein.
f) In all circumstances, the Customer should be satisfied that the Goods required and ordered meet the intended use. The Company accepts no responsibility for Goods ordered by the Customer, which proves unsuitable due to;
- The negligence of the Customer
- Failure by the Customer to make clear to the Company the precise purpose for which the Goods were required, or
Failure to take the proper professional advice as to the materials required.
g) Nothing contained in these Conditions shall be construed as an attempt to exclude or limit the liability of the Company in negligence for the death of or injury to any person.
a) Credit facilities may be provided on request and the Company will set a maximum credit limit.
TERMINATION OR CANCELLATION
a) In the event of;
- any distress execution or other legal process being levied upon any of the Customer's assets; the customer entering into any arrangement or composition any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up except for the purposes of amalgamation or reconstruction as a solvent company or a Receiver, Administrative Receiver or Administrator being appointed in respect of the whole or any part of its undertaking or assets,
- an encumbrance taking possession of any of the property or assets or the Customer,
- the Customer ceasing or threatening to cease to carry on business,
- non-payment by the Customer of any monies due from it to the Company
- any breach of these condition by the Customer,
The Company reasonably apprehending that any if the events mentioned above is about to occur in relation to the Customer, the Company shall be entitled to suspend all or any future deliveries of the Goods under this or any contract between the Customer and the Company and sell the Goods elsewhere and/or deem that the whole of the price under this or any other contract shall be payable immediately.
b) The exercise of the rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Company pursuant to these Conditions or by law including in particular the right to recover the Goods or the proceeds thereof from the Customer pursuant to clause 5 of these conditions.
a) Any notice required to be given or served under these Conditions shall be addressed in the case of a notice to be given to or served on the Customer at the address of the Customer shown on the contract of invoice (or if none its registered office for the time being in the case of a Company or in any other case its last known address) and in the case of the Company at its registered office for the time being.
b) Any notice required to be given or sent under these Conditions shall be given or served either;
- By letter leaving the same or sending the same by first class post in a pre-paid envelope and a notice so given or served shall be deemed to have given or served on the day it was so left or on the day following that on which it was posted, or
- By facsimile transmission and a notice so given or served shall be deemed to have been given or served within twenty-four hours of transmission.