TERMS AND CONDITIONS OF BUSINESS (SALE)

1. Definitions

1.1. “Buyer” means the person who buys or agrees to buy the Goods from the Seller.
1.2. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3. “Delivery Date” means the date specified by the Seller when the Goods are to be delivered.
1.4. “Goods” means the articles which the Buyer agrees to buy from the Seller.
1.5. “Price” means the price for the Goods excluding insurance and VAT.
1.6. “Seller” means West Bromwich Fasteners Limited of Distribution House, 5 Greets Green Industrial Estate, Greets Green, West Bromwich, West Midlands B70 9EW.

2. Conditions Applicable

2.1. These Conditions shall apply to all Contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2. All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. The Price and Payment.

3.1. The Price shall be the price payable charged for the Goods by the Seller as stated on the Sellers invoice and is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2. Payment of the Price and VAT shall be due within 30 days of the date of the invoice unless otherwise agreed by the Seller in writing. Time for payment shall be of the essence.
3.3. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5 per cent per annum above the base rate of HSBC Bank PLC from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.4. If by reason of changes in such items or any other cause outside the control of the Seller, the cost of the Goods to the Seller is increased notwithstanding the provisions of Condition 3.1 hereof, the Seller reserves the right to increase the price of the Goods (and invoice the Buyer accordingly) by reference to the rates costs and regulations ruling at the date the Goods are delivered or by reference to such other causes as may apply.
3.5. The Buyer shall pay on request any increase in transportation costs occurring between the date of quotation and the date of delivery.
3.6. If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:-
3.6.1. Suspend or cancel deliveries of any articles due to the Buyer; and/or
3.6.2. Appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.7. The Buyer may not set off against the Price (including any applicable VAT payable) any amounts due from the Seller whether under a contract of sale or otherwise.
3.8 Property of the Goods shall not pass to the Buyer until the Seller has received the full amount of the Price and any other sums owed to the Seller by the Buyer irrespective of whatever delivery of the Goods has been made.

4. The Goods.

4.1. The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.2. The Buyer acknowledges and agrees that any description which is given or applied to the Goods:
4.2.1. Is solely for purposes of reference and does not constitute or afford the basis for any express or implied undertaking that the Goods correspond with or conform to such reference; and
4.2.2. shall not make the Contract a sale by description; and
4.2.3. is not and has not been relied on by the Buyer when entering into the Contract.

5. Delivery of the Goods.

5.1. Delivery shall take place when the Goods are delivered to the Buyer’s premises or other delivery location agreed between the Seller and the Buyer except that if the Buyer collects or arranges collection of the Goods from the Seller’s premises, delivery shall take place when the Goods are loaded at the Seller’s premises.
5.2. The Goods shall be delivered to the Buyer on the Delivery Date at the Seller’s address.
5.3. Time for delivery shall not be of the essence unless previously agreed in writing. The Seller will use its reasonable endeavours to complete delivery on or before any Delivery Date requested by the Buyer or estimated by the Seller, but will not be liable for any delay in delivery.
5.4. Notwithstanding that the Seller may have delayed or failed to deliver the goods (or any of them) promptly, the Buyer shall be bound to accept delivery and pay for the Goods in full provided that delivery shall be tendered at any time within one month of the Delivery Date.
5.5. The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

6. Acceptance of the Goods.

6.1. The Buyer shall be deemed to have accepted Goods immediately after delivery to the Buyer.
6.2. After acceptance the Buyer shall not be entitled to reject Goods that are not in accordance with the Contract.
6.3. The Buyer shall inspect the Goods on delivery and shall within 7 days of delivery notify the Seller of any alleged defect or shortage in quantity. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions, the Goods shall be conclusively presumed in accordance with this Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
6.4.The Seller gives no warranty to the Buyer that any Goods which may have been plated will be entirely free from hydrogen embrittlement and the Seller is under no liability for any loss or damage occurring in respect of such hydrogen embrittlement.

7. Title and Risk.

7.1. Title shall pass on delivery of the Goods.
7.2. Risk shall pass on delivery of the Goods.

8. Warranties and Liability.

The Seller warrants that the Goods will at the time of the delivery correspond to the description given by the Seller.

9. Remedies of Buyer.

9.1. Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such goods or the failure by the Seller to supply goods which confirm to the contract of sale.
9.2. Where the Buyer accepts or has been deemed to have accepted any goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3. The Seller shall not be liable to the Buyer for late delivery of the Goods.
9.4. The Seller shall be under no liability whatever to the Buyer for any indirect or consequential loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this Contract.
9.5. In the event of any breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall a liability of the Seller exceed the price of the Goods.
9.6. If the Goods are not in accordance with the Contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such goods or, if the Seller shall elect, by refunding a proportionate part of the Price.
9.7. All warranties and conditions whether implied by statute or otherwise are excluded from this Contract provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or the statutory rights of a Buyer dealing as a consumer.

10. Proper Law of Contract.

This Contract is subject to the Law of England and Wales.

11. Notices

Any Notice required to be served pursuant to this Contract of sale shall be in writing and served by first class post or by hand on the Seller at its registered office or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business.

12. Insolvency or other default

If the Buyer fails to make payment for the Goods in accordance with this Contract for sale or commits any other breach of this Contract of sale or if any distress or execution shall be levied upon any of the Buyer’s Goods or if the Buyer offers to make an arrangement with its creditors or commits an act for bankruptcy or if any Petition in Bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or Petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Administrative Receiver or Manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall be payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:-
12.1. Suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability upon its part; and/or
12.2. exercise any of its rights in accordance with these Conditions.

13. Set Off and Counterclaim

The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or alleged to have or for any reason whatever.

14. Lien

The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller under this or any other Contract.

15. Cancellation by the Seller.

The Seller may cancel the Contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

16. Cancellation by the Buyer.

The Buyer may not cancel this Contract once it has been concluded unless agreed in writing by the Seller and shall remain at all times liable to the Seller for the Price in full.

17. Waiver.

No in action omission failure or delay by the Seller in exercising or in securing the enforcements or validity of any right power privilege or demand arising under or in connection with this Contract and no single or partial exercise of any such right power privilege or demand shall impair the existence operation content effect and enforcement of the said right power privilege or demand or operate as a waiver of it.