1) In these conditions the seller means G.F.PENNINGTON & SONS LTD, the buyer means the person, firm company named on the Seller’s invoice and ‘ the goods’ means the items to which the seller this invoice relate. These conditions of sale should apply to all sales of goods by the seller to the buyers and shall be in substitution for any conditions which may be attached to the buyers’ order.
2) Catalogues, Price Lists and other advertising matter are only an indication of the type of goods offered and no prices or other particulars therein shall be binding on the seller.
3) All Prices are nett are subject to variation by the seller without notice. Goods will be invoiced at the price ruling at the time of despatch.
4) Every effort will be made by the seller to despatch goods on due dates but the seller shall not be under any liability whatsoever for delays in despatch.
5) The seller will not entertain claims for damage, unless notice is given to G.F.PENNINGTON in writing within the following time limits: 24 HRS
The seller will not be under any liability unless these conditions are observed.
6) (a) The seller shall be entitled to suspend or cancel future deliveries until this or any other contract between the parties hereto:-
(1) If any payment is overdue.
(2) Upon commencement of any act of proceedings calling into question the buyers solvency.
(3) Upon the appointment of an administrator or an administrative receiver.
(b) Without prejudice to any of its other rights the seller shall be entitled to charge the buyers interest on any overdue payment at the rate of 4%per annum above the base rate from time to time in force by National Westminster Bank PLC (Calculated with quarterly costs) from the dare on which payment falls due until the date of payment both before and after any judgement.
7) Standard terms of payment are nett cash within 30 days. The seller shall retain the property in all goods delivered to the Buyers, until all monies due to the seller from the buyer whether in respect of those goods or any other goods supplied to the buyer by the seller have been paid off. Until the date of such payment the buyers, if so required by the seller shall store all sale goods in such a way as to indicate that they are the property of the seller. If such payment is overdue, in the whole or in part, the seller may (without prejudice to any of its other rights) recover or re-sell the goods or any of them and may enter on the buyers premises by its servants or agents to re-possess the good for those purposes. Without prejudice to such reservation of title as aforesaid the buyers shall be entitled in the normal course of trading and business activities to sell and deliver any such goods to third parties provided that if any indebtedness remains outstanding in respect thereof from the buyers to the seller.
(a) The buyers shall hold the whole of the proceeds of any such re-sale for the account of the seller unless and until all such money from the buyer to the seller has been paid and
(b) The seller have the right to require the buyers to assign to them all such claims as the buyers shall have against such third parties in respect of such transactions.
(c) Risk in the goods shall pass to the buyers when the goods leave the premises of the seller for delivery to the buyers (not withstanding that the seller may arrange for delivery and accordingly the buyers shall be responsible for all loss, damage or deterioration to the goods from and after that time.
(d) Payment shall be deemed to become due from the buyers to the seller immediately upon commencement of any proceedings calling into question the buyers solvency or upon appointment of an administrative receiver. The seller will be entitled to take immediate repossession upon the appointment of a receiver.
(e) If any of the goods are incorporated in or used in the manufacture of other items before such payment property in the whole of such other items shall remain with the seller until such payment has been made, or other items have been sold as aforesaid, and all the seller’s rights hereunder in the goods shall extend to those other items.
(f) If any of the provisions of this condition shall be found void but would be valid if some part thereof were deleted such provision shall apply with any such deletion as may be necessary to make it valid and effective.
8) Neither the seller nor the seller’s servants or agents will be liable in contract tort or otherwise for any personal injury or loss of production or damage however caused suffered by the buyers or any other person and arising out of or in connection with the sellers sale delivery (or failure to deliver or delay in delivery) or unsuitability of any goods sold (including replacements) or the use thereof or any advice or services in connection therewith and the buyers will indemnify the seller and the seller’s servants and agents against any claim in respect of this clause, the seller contracts both for itself and on behalf and as trustee for its servants and agents.
9) Unless otherwise stated in the Quotation prices quoted do not include V.A.T. Unless expressly quoted as a firm price, prices quoted are business estimates only and the prices ruling at the date of delivery shall apply and shall be paid by the buyer. Where a firm price is quoted it is subject to receipt of the buyers’ order within 30 days of receipt of quotation..
10) The seller will endeavour to adhere to the delivery set out in quotation but such delivery date is a business estimate only and the seller shall be under no liability whatsoever for delay in delivery or the consequences thereof howsoever caused. If deliveries are delayed for any reason whatsoever deliveries may be wholly or partially suspended and the delivery period extended by the length of the time during which deliveries are suspended.
11) Where goods are ready for delivery the seller may postpone delivery at the request of the buyer provided that the buyer pay the full price of the goods to the seller fore with. The seller may store the goods at its own premises or elsewhere at the buyers sole risk and all storage insurance and transport charges shall be paid by the buyers.
(a) Subject to Guarantee clause below each and every condition and warranty expires or implied by any status or by common law is hereby excluded.
(b) In no circumstances whatsoever shall the seller be liable for any consequential indirect loss or damage whatsoever or howsoever caused.
12) If any of these conditions or part of one of these conditions is rendered void by any legislation to which it is subject it shall be void to that extent but no further. If any of these conditions or any part of these conditions is rendered unenforceable by the legislation to which it is subject it shall be unenforceable to the extent that it is not fair or reasonable to allow reliance on it and no further.
13) This contract shall in all respects be construed and operated as an English Contract and in conformity with English Law.