Terms and Conditions of Sale
The following Terms and Conditions apply to all Orders, whether placed via our website or via any other method.
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- (a) Contracts are made and orders accepted only upon and subject to these Conditions of Sale. All other conditions are hereby excluded unless expressly accepted in writing by I.C. Brindle & Co. Limited (hereinafter called the Sellers). All orders placed by you are subject to acceptance by us by despatch of the goods to you at which point a legally binding contract is constituted between us. The processing of your payment and acknowledgement of your order does not constitute legal acceptance of your order.
- (b) In entering into a contract with the Sellers, the Buyer acknowledges that the contract has not been induced by any representations orally or in writing made by the Sellers, their servants or agents.
- (c) No quotation, estimate or tender given or made by the Sellers shall form an offer capable of acceptance by the Buyer. A binding contract for sale shall only be created upon the acceptance in writing by the Sellers of the Buyer’s order or other offer to purchase.
- (d) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Sellers shall be subject to correction without any liability on the part of the Sellers.
- (a) Unless expressly stated otherwise in any quotation issued by the Sellers to the Buyer, all prices quoted are ex works and exclude the cost of packing. Any applicable value added tax or any other sales tax or excise duties paid or payable by the Sellers shall be added to the price and shall be payable by the Buyer.
- (b) Unless expressly stated otherwise in any quotation issued by the Sellers to the Buyer, firm price quotations are valid for a period of 30 days only from the date of quotation. The Sellers may, at their absolute discretion, accept or reject any order placed by the Buyer.
- (c) In the event of the Buyer cancelling a part of the order in accordance with the provisions of Clause 12, the Sellers reserve the right to revise the price or prices quoted for goods already delivered.
- (d) The Sellers reserve the right to review the contract price(s) in the event of devaluation of the pound sterling or fluctuation in the rates of foreign exchange.
3. Conditions and warranties
- (a) Where samples of goods or colour chart are provided, these are submitted only as indicative of the class, size or colour of the goods quoted for and sales of goods shall not be by reference to any such samples or colour charts.
- (b) Whilst all descriptions and illustrations of the goods in datasheets, catalogues, brochures and price lists provided by the Sellers have been carefully prepared, they are intended nevertheless for general guidance only and do not form any part of any contract for sale of goods and no responsibility is accepted for any errors or omissions therein or for any loss or damage resulting from reliance on such descriptions or illustrations.
- (c) All conditions, warranties, terms and obligations, whether expressed or implied by statute, common law, custom or otherwise (including, without prejudice to the generality of the foregoing, any warranty or condition as to merchantable quality or fitness for any particular purpose of the goods) are excluded to the fullest effect permitted by law.
- (d) If the Buyer claims or detects a defect in the goods, the Buyer will either return those goods to the Sellers or, if the goods are retained by the Buyer, indemnify and keep the Seller indemnified against all liability and claims which may arise out of or incidental to the defect.
4. Delivery by the Sellers
- (a) Any dates quoted for the delivery of the goods are approximate only and the Sellers shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery is not of the essence unless previously and expressly agreed by the Sellers in writing.
- (b) Where goods are offered for delivery to a site, the Sellers obligation is to deliver as near to the site as safe hard roads permit. The Buyer is to provide at its own expense the labour required for unloading and stacking.
- (c) The Sellers reserve the right to deliver goods by instalments and in any such event each instalment shall be treated as a separate contract save that delivery of further instalments may be withheld until goods contained in earlier instalments have been paid for in full.
- (d) Where goods are held by the Sellers awaiting delivery instructions, they may be subject to a storage charge. For account holding customers, payment for these goods must be made on or before the last day of the month following date of invoice; for non-account holding customers payment must be made at the time of ordering.
5. Delivery by the Buyer
- (a) Delivery of the goods shall be made by the Buyer collecting the goods at the Sellers premises at any time after the Sellers have notified the Buyer that the goods are ready for collection or, if some other place for delivery is agreed by the Sellers, by the Sellers delivering the goods to that place.
- (b) If the Buyer fails to take delivery of the goods then without prejudice to any other right or remedy available to the Sellers, the Sellers may:
- (i) Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- (ii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price of the contract.
6. Damage, loss, short delivery
- (a) On delivery the Buyer shall examine the goods for defects and completeness. Thereafter no claim for damage in transit, for shortage in delivery or for loss of goods will be entertained unless, in the case of damage, a separate note in writing is given to the Sellers within three days of the receipt of the goods, followed within 14 days of the date of advice of despatch by a complete claim in writing; or, in the case of loss of goods, a separate notice in writing and a claim is given to the Sellers and Carriers within 14 days of the date of the Sellers advice of despatch to the Buyer. In all cases a signature ‘unexamined’ shall be deemed to be an unconditional acceptance of the goods.
- (b) The Sellers shall not in any circumstances be liable, whether in contract or tort, to the Buyer for any indirect or consequential loss or damage (including without limitation, loss of profits, loss of contracts or damage to property) or for any claim against the Buyer by any third party and the guarantee given by the Sellers hereunder shall not be transferable to any other person.
- (c) The Sellers’ liability for damage or non-delivery of goods duly notified in accordance with the above shall in any event be limited to replacement of the goods within a reasonable time (or, at the Sellers’ option, refunding the price thereof) whether the damage or non-delivery is due to the Sellers negligence or otherwise
7. Credit agreements
- (a) Where the Sellers have granted the Buyer a credit facility, the price for the goods and/or service shall be paid by the Buyer within thirty days of the date of invoice or, if the Sellers shall so require under Clause (b) of this Clause, to be paid on demand without any period of notice.
- (b) The Sellers reserve the right to withdraw or vary credit facilities at any time by summary written notice to the Buyer without either giving any reason for so doing, or thereby incurring any liability to the Buyer.
- (c) If the Buyer takes goods from the Sellers in excess of the Buyer’s credit limit, the Sellers may require payment on delivery for such excess of goods.
8. Terms of payment
- (a) Unless credit facilities have been granted to the Buyer or unless otherwise specifically provided for in writing, the price of the goods shall be paid by the Buyer in cleared funds before despatch of the goods and in default the Sellers shall be entitled to withhold despatch until payment. In the case of non-cash sales, the Sellers shall be entitled to charge and recover interest from the Buyer on the price of the goods calculated at the rate of four per cent per annum above the HSBC Bank plc base rate from time to time from the due date until date of full payment.
- (b) The discounts allowable to the Buyer are those shown on the Sellers’ quotation only and, unless otherwise expressly agreed in writing, no other discounts or commissions are to become due or allowable to the Buyer (any previous course of dealing between the parties notwithstanding).
- (c) Where it is a term of the contract that payment of any of the Sellers’ invoices is dependent upon the issue of the certificate of a third party, the due date for payment of the invoice is not later than 14 days after the issue of the relevant certificate.
9. Late payment
- (a) When payment of any of the Sellers’ invoices is overdue, the Sellers may suspend its performance of the contracts to which the invoice relates and/or any other contract then subsisting between the Sellers and the Buyer.
- (b) In the event of legal action being taken by the Sellers against the Buyer for breach of payment obligations hereunder, the Buyer shall be responsible for all costs and disbursements incurred by the Sellers on a full indemnity basis.
10. Risk and liability
- (a) Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods, the time when the Sellers have tendered delivery of the goods. For the purpose of this Clause, ‘delivery’ shall mean the arrival of the goods at the place of delivery of the Buyer where delivery is by the Sellers, or the safe loading of the goods into the Buyers vehicles at the Sellers’ premises where delivery is through collection by the Buyer.
11. Retention of title
- (a) Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in the goods shall not pass to the Buyer until the Sellers have received in cash (or cleared finds) payment in full of the price of the goods and all other goods agreed to be sold by the Sellers to the Buyer for which payment is then due.
- (b) Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Sellers’ fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Sellers for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored protected and insured.
- (c) Until such time as the property in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold), the Sellers shall be entitled at any time to require the Buyer to deliver up the goods to the Sellers and, if the Buyers fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the goods are stored and repossess the goods.
- (d) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Sellers, but if the Buyer does so, all monies owing by the Buyer to the Sellers shall (without prejudice to any other right or remedy of the Sellers) forthwith become due and payable.
12. Customer cancellation of orders
Contracts and orders and parts thereof may be cancelled only at the Sellers’ written acceptance of such cancellation. Where the Sellers shall accept such cancellation, the Sellers reserve the right to charge the Buyer with the amount of any losses or expenses directly or indirectly resulting from such cancellation. Where the Sellers do not accept such cancellation, they, the Sellers reserve the right to recover the invoice price from the Buyer and to charge the Buyer with additional losses both direct and indirect resulting from such cancellation. In any case where the Sellers were required to place a deposit with a manufacturer or supplier in respect of an order, the Sellers may require the Buyer to reimburse such sum in the event of cancellation.
The obtaining of any necessary consents for the installation of goods, whether from local authorities or other authorities or for ensuring that the installation is in accordance with the provisions of any by-laws, regulations or statutes shall not be the responsibility of the Sellers.
14. Force majeure
The Sellers shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or in failure to perform, any of the Sellers obligations in relation to the goods, if the delay or failure was due to any cause beyond the Sellers’ reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Sellers’ control:
(a) act of God, explosion, fire, flood, tempest or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Sellers or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) power failure or breakdown in machinery.
15. Insolvency, bankruptcy
The Sellers shall have the right to terminate the contract forthwith where the Buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the Sellers shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable.
16. Law applicable
These conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.
I.C.Brindle & Co. Ltd February 2014