1. Definitions Top
In these terms and conditions, the following words shall have the following meanings:-
the Company shall mean JJ Roofing Supplies Ltd
the Goods shall mean the products articles or things offered for sale by the Company
the Buyer shall mean the corporate entity firm or person seeking to purchase the goods from the Company.
2. The Contract Top
2.1 All orders are placed and accepted by the Company only under these Terms and Conditions.
2.2 These Terms and Conditions exclude any other terms and conditions inconsistent therewith which the Buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.
2.3 No variation of these terms and conditions is permitted unless expressly accepted by a Director of the Company in writing.
2.4 Quotations which compromise an invitation to treat may be withdrawn at any time before receipt of the Buyers offer to purchase and shall be deemed to be withdrawn if such is not received within thirty days from the date of the quotation.
2.5 Any order given in respect of a quotation must state date and reference of quotation.
2.6 Any offer to purchase the Goods made orally must be confirmed in writing and must be clearly marked confirmation order.
3. Cancellation Top
3.1 No cancellation of the whole or any part of any order by the Buyer is permitted except where expressly agreed by a Director of the Company in writing.
3.2 In the event of such agreed cancellation the Buyer shall indemnify the Company fully against all expenses incurred up to the time of such cancellation. The rate of interest charged shall be Two per cent upon the Company’s own banks base rate.
4. Price Top
4.1 The Goods are offered for sale at current price list subject to change on not less than 7 days’ notice.
4.2 Unless otherwise stated all prices quoted are net ex works exclusive of VAT.
4.3 Quotations are based on prices applicable to quantities specified. In the event of orders being placed for lesser quantities the Company shall be entitled to adjust the prices of the goods as ordered to take account of the variation in quantity.
4.4 The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, labour or services or any currency fluctuations affecting the cost of imported materials.
5. Payment Top
5.1 All sums become due and payable under these terms and conditions not later than the last trading day of the month following the month of delivery.
5.2 The Company reserves the right to charge interest at 2 per centum per annum above Barclays Bank PLC base rate from time to time in force on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment under clause 5.1.
5.3 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer and in the case of any short delivery or delivery of damaged goods shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.
5.4 The Buyer shall have no right of set off. (Statutory or otherwise).
5.5 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
5.6 The Buyer shall reimburse to the Company the entire costs of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.
5.7 If the Buyer (being a Company) has a petition presented for its winding-up or the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds or enters into an any arrangement with its creditors or has an Administrative Receiver appointed of all or any part of its assets or commits a material or serious breach of the Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), he will be deemed to have repudiated the Contract and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice to be given.
6. Delivery Top
6.1 Delivery shall be deemed to have been effected when the Goods leave the premises of the Company or as the case may be the premises of the suppliers to the Company in circumstances where the Goods are delivered direct from such suppliers.
6.2 Delivery dates are estimates only and time of delivery is not of the essence of the contract.
6.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
6.4 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
6.5 When delivery is agreed to be by instalments or the Company exercises its right to delivery by instalments under clause 6.4 hereof or if there be delay in the delivery of any one or more instalments for whatever reason this will not entitle the Buyer to treat the contract as repudiated or to damages.
6.6 The Buyer is provide free of charge any labour necessary for unloading goods when delivered and the responsibility of the Company’s driver is limited to handling goods off the vehicle.
6.7 If the Company’s vehicle is kept on site for an unreasonable time or has to return to the Company’s premises without completing delivery through lack of assistance or if additional staff have had to accompany the driver an additional charge will be made.
6.8 Where delivery is refused by the Buyer or is delayed, suspended or made by instalments at the request of the Buyer or where the Company is unable to deliver the Goods due to circumstances beyond his reasonable control, the Company on giving notification of readiness to deliver shall be entitled to treat the contract as fulfilled and shall then place the Goods into store. Delivery will be deemed to have taken place for invoicing, payment and the passing of risk. The Company at the Buyers request shall and in any event may arrange insurance covering the major perils endorsing his own interest. The cost of storage and insurance of the Goods shall be for Buyers account. The cost of abortive delivery will be charged to the Buyer.
6.9 The Buyer shall either themselves or by their duly authorised representative sign the delivery ticket as acknowledgement of delivery provided that on delivery to the address nominated by the Buyer the Company shall be entitled to assume that any signature given is that of such representative.
6.10 The Company does not undertake to deliver or collect any load over roads or ground which in the Company’s discretion is considered to be unsuitable. If a vehicle used for performing the contract with any Buyer delivers or collects a load to or from a place situate off the public highway, the Buyer is to be solely responsible for any damage or accident and is to fully indemnify the Company and its employee(s) in respect thereof.
6.11 Deviations in quantity of the Goods delivered (representing not more than 10 per cent by value) from that stated in these terms and conditions shall not give the Buyer the right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity delivered.
6.12 Unless otherwise expressly agreed in writing our prices only cover delivery and working on normal working days and during normal working hours. All deliveries made or work done at the Buyers request on Bank Holidays, Sunday and Saturday afternoons and outside normal working hours, will be subject to extra charges.
6.13 In the event of any goods or any packaging or container being delivered and deposited whether on the public highway or elsewhere the Buyer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property in relation to such goods packing or container and shall indemnify the Company in respect of all or any costs claims losses or expenses which may incur as a result of such delivery.
7. Inspection Top
7.1 The Buyer is under a duty wherever possible to inspect the Goods on delivery or on collection as the case may be.
7.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked not examined.
7.3 The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with, and, in any event will be under no liability if a written complaint is not delivered to the Company within 7 days of delivery detailing the alleged defect or shortage.
7.4 In all cases where defects or shortages are complained of the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company or modification is made thereto by the Buyer.
7.5 Subject to clauses 7.3 and 7.4, the Company shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever or howsoever arising for such shortage or damage.
8. Title and Risk Top
8.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
8.2 The ownership of the goods sold by the Company to the Buyer shall remain with the Company until the Buyer has paid the price for those Goods.
8.3 For the purpose of these terms all liquidated sums owed by the Buyer to the Company on any account or grounds whatsoever shall be deemed to form part of the said price.
8.4 The Buyer is licensed to incorporate the goods in or use the Goods as material for other goods or products (the New Goods). Where the Goods are severable after such incorporation or use, the Seller reserves the right to sever and remove the same. Where the Goods are not so severable, then through the fact that and as from the moment when the Goods are incorporated in or used as material for other goods or products the New Goods shall be and be deemed to be owned legally and beneficially by the Seller and any other owner of the New Goods in common with that other owner. The Seller shall be entitled to require the same to be sold in order to recoup the moneys owed to him. The Sellers rights shall be limited to the proportion necessary to recoup the money owed to him in respect of the Goods.
8.5 The Buyer is licensed by the Company to use or to agree to sell the Goods or the New Goods delivered to the Buyer subject to the express condition that the entire proceeds of that sale are held in trust for the Company and are not mixed with other moneys or paid into an overdrawn Bank account and shall not at all times be identifiable as the Company’s money.
8.6 Until title in the Goods or the New Goods passes.
8.6.1 The Buyer will hold the Goods or the New Goods as fiduciary agent and bailee for the Company.
8.6.2 The Goods shall, subject to clause 8.5 be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company and the Buyer will not or will not allow any interference with any identification marks or serial numbers on the goods.
8.6.3Without prejudice to any other rights the Company may at any time revoke the power of sale and use contained in clause 8.5 by notice to the Buyer if the Buyer is in default for longer than (14 days) in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other goods supplied at any time by it to the Buyer) (or if the Company has bone fide doubts as to the solvency of the Buyer).
8.6.4 The Buyers power of sale and use contained in clause 8.4 shall automatically cease if the Buyer has a petition presented for its winding-up or for the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds or enters into any arrangement with its creditor or has an Administrative Receiver appointed of all or any parts of its assets or becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceeding under foreign law.
8.7 The Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises of the Buyer or any premises under the Buyers control or to which the Buyer has a right of access for the purpose of inspection, repossession and removal of such Goods at any time.
8.8 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
9. Warranty Top
9.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
9.2 No representation or warranty is given as to the suitability or fitness of the Goods for any or any particular purpose and the buyer shall satisfy itself in this respect and shall be totally responsible therefor.
10. Liability Top
10.1.1 Nothing in clause 11 shall be deemed to exclude or restrict the the Company’s liability for death or personal injury resulting from negligence.
10.1.2 Each of the sub-clauses in clause 10 is to be treated as separate and independent and capable of severance.
10.1.3 The Company is willing to undertake liability additional to that provided by this clause if a higher selling price for the goods is agreed.
10.2.1 Clause 10.2 only covers defects in goods supplied caused by faulty design, manufacture, materials or workmanship. It does not cover defects caused by abnormal use, misuse or neglect.
10.2.2 The Company agrees that if any defect covered by clause 10.2.1 is discovered the
Company will in its absolute discretion either;
- repair the goods at its own expense or;
- replace the goods or;
- refund the purchase price.
10.2.3 The Buyer cannot claim the benefit of this clause unless
- the defect is discovered during the period of three months commencing with the date of despatch
- he informs the Company of the relevant defect in writing within 7 working days of discovering it; and
- he returns the goods to the Company at his own expense.
10.2.4 The risk of accidental loss whilst the goods are being returned will be borne by the Buyer.
10.2.5 In consideration for receiving the benefit of this clause, the Buyer agrees that, apart from those terms set out in clauses 7 and 9, no other terms, whether conditions, warranties or innominate terms, express or implied, statutory or otherwise, shall form part of this contract (except where the Buyer deals as consumer within section 12 of the Unfair Contract Terms Act 1977 when the terms implied by sections 13, 14 and15 of the Sale of Goods Act 1979 shall be implied into the contract).
10.3 Exclusion of consequential loss
The Company shall not be liable for any consequential loss or indirect loss suffered by the Buyer as to which the Buyer shall hold the Company fully and effectually indemnified whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the company’s negligence). Non exhaustive illustrations of consequential or indirect loss would be
- loss of profits
- loss of contracts
- damage to property of the Buyer or anyone else, and
- personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence).
Without prejudice to any other provision in these conditions in any event the Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed £500,000. or the contracts price whichever is the greater.
11. Force Majeure Top
11.1 The Company shall not be liable for any failure to deliver the goods arising from circumstances outside its control.
11.2 Non-exhaustive illustrations of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (U.K. or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
11.3 Should the Company be prevented from delivering in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable after discovering it.
11.4 If the circumstances preventing delivery are still continuing three months after the Buyer receives the Company’s notice, then either party may give written notice to the other cancelling the contract.
11.5 If the contract is cancelled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled to claim from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.
12. Sales Promotion Documentation Top
Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and its other literature, these documents are for the Buyers general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
13. Notices Top
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting or if by telex or facsimile transmission at the time of sending.
14. Proper Law and Jurisdiction Top
The contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts.
15. Headings Top
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
16. Severance Top
If any provision of this agreement shall be void or unenforceable in whole or in part, the remaining provisions and the remainder of the provision affected shall remain in full force and effect.