CONDITIONS OF
SALE
1. Definitions
In these Conditions:
“The Company” means STRATFORDS LTD.
“The Buyer” means any company, firm, individual or agent thereof to whom the
Company’s acknowledgement of order, delivery note or
invoice is addressed.
“The Goods” means the products (including any parts or accessories), materials
and/or services to be supplied by the Company.
2. Applicability of Conditions
The Company concludes contracts for the supply of Goods Subject only to these
Conditions. The Buyer accepts that these Conditions
shall govern relations between itself and the Company to the exclusion of any other terms
including, without limitation, conditions and warranties written or oral express or
implied even it contained in any of the Buyer’s documents which purport to provide
that the Buyer’s own Terms shall prevail. No variation or qualification of these
Conditions or of any quotation or contract arising herefrom shall be valid unless agreed
in writing by a Director of the Company.
3. Representations
The terms of the Contract Consist only of those contained in these Conditions of
Sale. The Buyer shall not be entitled to rely on any other representations state-merits or
warranties whatsoever unless specifically confirmed by the Company in writing to the
individual Buyer.
4. Prices
(i) Prices contained in the Company’s price lists,
catalogues, booklets, advertising matter or similar matter are for general guidance only.
(ii) If between the date of the order of the Goods and the date of
delivery of the Goods there is an increase in the cost of the Goods, packing carriage,
delivery, duty, tax or any other impost thereon (including a rise caused by the
devaluation or revaluation of any currency) the price shall be adjusted by adding thereto
the amount of any increase in such costs or levels whether or not such an increase was or
should have been foreseeable by the Company.
(iii) If, however, it is expressly agreed in writing between the Company
and the Buyer that the price of the Contract should be a fixed price and not subject to
any variation either by rise or fall in the costs or levels referred to in (ii) above such
fixed price will be the price of the Contract. If delivery of the order or any part
thereof is delayed at the Buyer’s request the fixed Contract price of such proportion
thereof as relates to the part delayed as aforesaid will be subject to the variation (if
any) set out in (ii) herein and will be adjusted accordingly.
(iv) Unless otherwise stated prices do not include V.A.T. which will be chargeable at the
date of dispatch and/or performance of services as the case may be.
(v) If in the reasonable opinion of The Company the credit rating of the
Buyer becomes unsatisfactory prior to the delivery or if the Buyer fails to perform or
observe any obligations on its part to be performed under this or any other Contracts made
with the Company the Company shall be entitled at its discretion to delay delivery of the
Goods until payment thereof is rendered by the Buyer or until such obligations are duly
performed or observed or by notice in writing to the Buyer unilaterally to cancel the
Contract for the supply of goods.
5. Delivery
(i) Delivery will be effected by the Company at the Buyer’s
premises or to such other place as is mutually agreed. The Goads shall be at the
Buyer’s risk on either entry onto the Buyer’s premises or on being placed into
custody on the Buyer’s behalf and should be insured accordingly.
(ii) Notwithstanding the method of delivery the Buyer shall carefully
examine the Goods on receipt of the same and shall give written notice of any short
delivery or over delivery which must be received by the Company within 3 days of receipt
of the Goods and in the case of any defects reasonably discoverable on careful examination
written notice must be received by the Company within 10 days of receipt of the Goods.
(iii) In the event that the Company and the Buyer agree to transfer the
Goods by a method other than delivery effected by the Company, then the risk of loss or
damage of any kind in the Goods shall pass to the Buyer whichever of the following events
occur earlier:-
(a) collection by or on behalf of the Buyer or by an independent carrier for dispatch to
the Buyer
(b) 7 days from the date of notice given by the Company that the Goods are ready for
collection or dispatch.
If the Goods shall riot have been collected by or on behalf of the Buyer or by an
independent earner for dispatch to the Buyer within 7 days of the Company’s written
notice pursuant to sub-paragraph (ill) )b) herein then the Company may at any time
thereafter send to the Buyer a further notice notifying the Buyer of the Company’s
intention to sell the same after expiration of a period of not less than 7 days from the
date of the notice.
(iv) If the Buyer neglects to serve notice under sub-paragraph (ii)
above of any over delivery then the Company may at its option either repossess the excess
Goods or invoice them and be paid forthwith by the Buyer for the excess Goods at the price
ruling at the date of delivery.
(V) The Buyer shall pay to the Company in addition to the purchase price
charges properly incurred by the Company in connection with
the carriage of Goods ordered when the Goods ordered are valued at under £300 and/or are
to be delivered to Northern Ireland, Eire and other export destinations. Goods valued at
£300 and more are supplied free of carriage if delivered to the United Kingdom mainland
only.
(VI) All
returns supplied in conjunction with an authorized order / order
number will be subject to a 20% returns and handling charge.
6. Payment
(i) Payment shall be made for the Goods in full in sterling or
the Buyer’s currency at the option of the Company without any deduction or deferment
on account of any disputes or cross claims whatsoever not later than 30 days following the
date of the Company’s invoice in respect of the Goods. Where full payment is not
received by the due date interest may accrue on the sum outstanding at the rate of 2% per
month calculated on a daily basis but without prejudice to the Company’s rights to
receive payments on the due dates.
(ii) Credit Card payments are accepted, Access, Visa & MasterCard.
7. Property in Goods
(i) Notwithstanding any agreed terms of payment the Goods are not
sold or delivered on credit but on condition that the ownership of
the Goods shall remain with the Company arid no property in the Goads whether legal or
equitable shall pass from the Company such conditions being a condition precedent and on
condition that the Goods will be held by the Buyer as bailee and will be stored separately
and in such manner that they can be readily identified as the property of the Company
until payment of the full price has been received:-
(a) of all goods the subject of this contract and
(b) of all other goods the subject of any other contract between the
Company and the Buyer.
Nevertheless, at all times following delivery of the Goods and preceding payment as
aforesaid the Buyer shall have the power to resell or otherwise deal with the Goods in the
ordinary course of business in the name of the Buyer on the condition:
(c) that such resale or other dealing shall give rise to no obligation
whatsoever whether contractual or otherwise by the Company and
(d) that the proceeds of resale or other dealing shall in any period
preceding payment of the full price as aforesaid be held by the Buyer in a separate
account as trustee for the Company and
(e) that the Buyer shall keep accurate records of the Goods resold or
otherwise dealt with by the Buyer and shall include in those records details of the price
of any resale, the identity and address of the purchaser and the date the resale price was
paid, if at all.
(ii) Notwithstanding the provisions of(i) above, all Goods alter
delivery are at the Buyer’s risk and must be paid for notwithstanding the destruction
thereof or any damage thereto however caused.
(iii) If the Buyer fails to pay for the Goads on the due date (or fails
to pay any installment in which case the whole outstanding balance shall immediately
become due) or if the Buyer goes into receivership or is declared bankrupt (or an
equivalent thereof) or enters into a composition with us creditors or if the Buyer, being
a company, goes into liquidation or into receivership or is otherwise declared insolvent
or prohibited from trading, then the Buyer shall immediately notify the Company thereof
and shall, upon demand made orally or in writing by or on behalf of the Company, deliver
the Goods or cause the Goods to be delivered up to the Company or to the Company’s
order.
(iv) In the event of the determination or repudiation of the Contract
(howsoever occurring) the Company is hereby irrevocably authorised to enter on to the
premises of the Buyer and repossess the Goods and any other goods in the Buyers possession
the property in which is vested in the Company.
(v) The Buyer will keep the Goods free from and will indemnify the
Company against any charge, lien or other encumbrance thereon.
8. Compatibility
Under EC Directive 89/656/EEC the responsibility for establishing the suitability
of any of the Company’s products for the intended purpose and its subsequent
selection and use shall rest upon the buyer and the Company shall not be liable for any
loss or damage whether consequential or otherwise. The Company in compliance with the
requirements of EC Directive 89/686/EEC will make available to the buyer such relevant
data as is necessary to assist the correct selection of products Supplied by the Company,
and the buyer shall not rely on representations made by the Company or on behalf of the
Company.
9. Limitation
The Company shall in no circumstances be liable:
(i) for any consequential or special loss or damage or claim by the
Buyer including without limitation, delay, detention, loss of production, loss of profit,
loss of time, charges or liability to third parties;
(ii) for any loss or damage in excess of the contract price (or in the
case of defect in a part only then the cost of manufacture of such part) and these
limitations will apply (even in the case of breach of fundamental term of repudiation by
the Company end) even if further performance of the contract is frustrated.
10. Partial Completion
In the case of partial completion of an order the Company shall be entitled to a
quantum meruit in respect of all work done by it without prejudice to its rights should
non-completion be occasioned by the Buyer.
11. Notices
Unless otherwise provided in writing any written communication or notice under the
contract shall be made or given by sending the same by ordinary prepaid first class letter
past in the case of the Company to its current address and in the case of the Buyer to its
last known address and if so sent shall be deemed to be made or given two days after the
date when posted.
12. Laws and Interpretation
The contract shall be governed by English Law and the Buyer shall submit to the non
exclusive jurisdiction of the English Courts. If any of these conditions or any part
thereof is rendered void or unenforceable by any legislation to which it is subject or by
any rule of law it shall be void or unenforceable to that extent and no further.
13. Scottish Law Retention of Title
Title of Goods shall not pass to the Buyer until the Goods have been paid for in
full.
14.
Minimum Order Value. |
