TERMS AND CONDITIONS OF SALE
DEFINITIONS
In these terms of sale the following meanings shall apply:
THIS AGREEMENT
All orders are accepted by Us only under these Terms and they may not be altered other than with the written agreement of a IBTC Signatory. Any contrary or additional terms, unless so agreed, are excluded.
Quotations are invitations to treat only and are valid for one calendar month.
Orders may be cancelled only with the written agreement of a IBTC Signatory and You shall indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
You are responsible to Us for:
ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to Us by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform this Agreement in accordance with its Terms;
ensuring that the Goods are suitable for their intended use, whether or not such use has been made known to Us;
quantities ordered and measurements taken are correct; and
You or a nominated signatory are present at the pre-arranged time of delivery.
PRICE
The price for the Goods shall be as published in our price list current at the date of delivery of the Goods. The price list is exclusive of VAT, which shall be due at the rate of ruling on the date of a VAT invoice.
Prices listed or quoted are based on costs prevailing at the time when they are given or agreed at the date of delivery. We shall be entitled to adjust the price of the Goods at the time of delivery by such amount as may be necessary to cover any increase sustained by Us after the date of acceptance of your order and any direct or indirect costs of making, obtaining, handling or supplying the Goods.
Prices listed or quoted are applicable to the quantity specified and on the information provided by You at the time of the order. In the event of order(s) being placed for lesser quantities or if there is any change in specifications, delivery dates or delay is caused by Your instructions or lack thereof, we shall be entitled to adjust the price of the Goods as ordered to take account of such variations.
PAYMENT
All payments are due at the time You place Your order. At this time You shall be invoiced for the Goods.
We reserve the right to carry out the relevant credit history check on You at Your cost.
Late payments may incur interest at the rate of 8% above the base rate of Barclays Bank plc in force from time to time from the due date until the date of payment and we reserve the right to claim under the Late Payment of Debt (Interest) Act 1998.
Any payment facilities can be withdrawn or reduced at any time at Our sole discretion.
You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim which You may have or allege to have for any reason whatever.
You shall pay either in part or whole for the Goods prior to the delivery of the Goods.
We will accept payment of accounts by credit card subject to a 2.5% surcharge. The amount of this surcharge may be revised by written notice to You including by announcements on our web site from time to time.
DELIVERY
Delivery will be effected when the Goods leave Our premises whether carried by Us or an independent carrier, or the premises our suppliers when the Goods are delivered direct from suppliers.
Delivery dates are given in good faith but are estimates only and time for delivery shall not be of the essence of this Agreement.
For the avoidance of doubt, and without detracting from any other provisions of these Terms, We shall not be liable for any damages whatsoever whether direct, indirect or consequential (including for the avoidance of doubt of any liability to any third party) resulting from any delay in delivery of the Goods, or failure to deliver the goods in a reasonable time - whether such delay or failure is caused by our negligence or otherwise howsoever.
We reserve the right to make delivery by instalments. Our failure to deliver any one or more instalments, shall not entitle you to treat This Agreement as a whole repudiated.
You must provide the necessary labour for unloading the Goods - and unloading is to be completed with reasonable speed. If our delivery vehicle is kept waiting for an unreasonable time, or is obliged to return without completing delivery, or if We provide additional staff to unload Goods, an additional charge will be made.
INSPECTION
You shall inspect the Goods at the place and time of unloading or collection but nothing in these Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
You must advise Us by telephone immediately and give Us written notice within three working days at Our address under clause 1 of unloading of any claim for short delivery, breakages, Defects, or non conformity of the Goods.
If You do not give Us that notice within that time, the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
You shall not be entitled, and you irrevocably and unconditionally waive any rights to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
Our liability for short delivery or breakages is limited to making good the shortage.
Where it is, or would have been, apparent on a reasonable inspection that the Goods are not in conformity with this Agreement (where this Agreement is a contract for sale by a specially manufactured sample) or that the item supplied does not compare with the sample, You must advise Us by telephone immediately, and give Us written notice within three working days of inspection at Our address under clause 1.
If You fail to give Us that notice within that time, the Goods will be deemed to have been accepted and You shall not be entitled, and irrevocably and unconditionally waive any rights to reject the Goods.
RETURNS
Goods not used and still held as current stock can be returned to Us within 14 days of purchase, and provided they are in their original pack, unused, and undamaged with a copy of the invoice. A restocking charge will be levied for the return of such goods.
TITLE AND RISK
Risk in the Goods shall pass to You when the Goods are delivered.
The property in the Goods shall remain with Us until You pay all sums due to Us, whether in respect of this Agreement or otherwise.
Until title passes:
You shall hold the Goods as our fiduciary agent and bailee.
The Goods shall be stored separately from any other goods and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods.
We agree that You may use, or agree to sell the Goods as principle and not as agents in the ordinary course of Your business subject to the express condition that at Our direction, the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for Us and not mixed with any other monies, or paid into an overdrawn bank account and, it shall, at all times, be identifiable as Our money.
We shall be entitled, at any time, to recover any or all of the Goods in Your possession to which We have title and for that purpose, We, Our employees, or agents may, with such transport as is necessary, enter upon any premises occupied by You, or to which You have access and where the Goods may be, or are believed to be, situated.
LIABILITY
Nothing in these Terms shall exclude or restrict Our liability for death or personal injury resulting from Our personal negligence or Our liability for fraudulent misrepresentation.
We shall not be liable for any defect in the Goods arising from any drawing, specification or design supplied by You.
Subject to Clause 9.1 of these Terms, We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages, We undertake liability under Clause 9.4 below.
Where but for the effect of Clause 9.3 of these Terms You would have been entitled to damages against Us, We shall not be liable to pay damages but subject to the conditions set out in the clauses below shall at Our sole discretion, either repair the Goods at Our own expense, or supply replacement Goods free of charge or refund all (or where appropriate part) of the price of the relevant Goods.
We shall not be liable under Clause 9.4 if the Defect arises from wear and tear, wilful damage, negligence, abnormal working conditions, misuse, installation, alteration or repair of the Goods.
We give no undertaking that the Goods are fit for any particular purpose - You having the greater knowledge of Your own requirements, rely entirely upon Your own skill and judgement in evaluating the suitability of the Goods for your purpose.
If You are a consumer, your statutory rights remain unaffected.
The Goods might be natural products and as such are sold subject to their natural markings, grain, variations in colour, cracks, crazing and texture and We do not accept liability for claims made based on these characteristics either before or after fixing.
You shall be responsible for instructing Us in good time for the Goods required to complete Your project.
Without prejudice to any other provisions in these Terms in any event Our total liability for any one claim or for the total of all claims arising from any one act of default on our part (whether arising from our negligence or otherwise) shall not exceed the purchase price of the Goods the subject matter of any claim and in no circumstances shall We be liable for any consequential or indirect loss.
We do not give guidance or advice on a professional basis. We do not charge for the guidance or advice, or carry insurance in respect of it. We do not research any questions that are raised and we are unlikely to have sufficiently specific information on Your situation to allow Us to give detailed guidance or advice.
You shall not rely on Our comments, other than for general guidance or advice about matters discussed. We exclude liability for any loss arising out of or in connection with guidance and/or advice, in contract, tort, by statute or otherwise unless to the extent that such exclusion is permitted by law.
From time to time We may offer site visits to assist You with Your order. Such visits shall be for a fixed fee estimate and any suggestions proposed at the time shall be subject to this clause 9.
NON-PAYMENT / INSOLVENCY
“Insolvent” means You becoming unable to pay Your debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of Your property; the appointment of a receiver or administrative receiver over all, or any part, of Your property; a proposal for a voluntary arrangement or compromise between You and Your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up, or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for Your winding-up, or for an administration order in relation to You; if You suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on your business.
If You fail to pay the price for any Goods on the due date or fail to pay any sum due to Us under any agreement on the due date or You become Insolvent or if You are a Limited Company or partnership and there is a material change in Your constitution or You commit a material breach of this Agreement and fail to remedy that breach, all sums outstanding between You and Us shall become immediately payable, and We shall entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):
require payment in cleared funds in advance of further deliveries; or
cancel or suspend any further deliveries to You under any contract without liability on Our part; or
without prejudice to the generality of clause 8 of these Terms exercise any of Our rights pursuant to that clause; or
if We reasonably incur any administrative costs, such as tracing or debt collection agency costs or third party, or seek to take legal proceedings to enforce our rights as a result of Your breach of this Agreement - including but not limited to - recovery of any sums due, You will reimburse Us such reasonable agency costs or legal costs incurred on an indemnity basis.
GENERAL
This Agreement shall be governed and interpreted according to the Law of England and Wales and You agree to submit to the non-exclusive jurisdiction of the English Courts.
We shall not be liable for any delay or failure to perform any of our obligations in relation to the Goods due to any cause beyond our reason able control, including industrial action.
The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.
All correspondence relating to Your order must include full reference
If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.
We may assign, novate, or sub contract all or part of this Contract and You shall be deemed to consent to any novation.
Email notices will not be accepted.
This Agreement is personal to You and it may not be assigned.
Nothing in this Contract is intended to, or will grant any right, to any third party to enforce any terms of this Contract, be it express or implied.
SPECIAL ORDERS
Special orders (are only accepted in writing. Delivery periods shall not be guaranteed.
Special order cancellation will only be accepted in writing, and can only be accepted prior to production or dispatch of the article, and with the consent of the manufacturer. Products that have been specifically and specially ordered will not be accepted for returns.
