In these conditions, "the Company" means Charles Green & Son Limited and "the Customer" means the individual, firm, Company or other party with whom the Company contracts. "Supply" includes (but is not limited to) any supply under a Contract of sale or a contract for the supply of goods on approval. " International supply contract" means such a contract as is described in Section 26(3) of the Unfair Contract Terms Act 1977.
No order in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any Contract made between the Company and the Customer (herein called "the contract") shall be subject to these conditions and save as aftermentioned no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any Contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and signed by the Managing Director or Deputy Managing Director.
Unless otherwise agreed in writing by the Company, these conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations or any inconsistent terms implied by law or trade custom, practice or course of dealing.
SPECIFICATION INSTRUCTIONS OR DESIGN
If goods are made or services carried out to a specification, instruction or design supplied by the Customer or any third party on behalf of the Customer then the suitability and accuracy of that specification, instruction or design will be the Customer's responsibility and the Customer will indemnify the Company against any infringement or alleged infringement of any third party's intellectual property rights.
QUOTATIONS AND PRICES
Subject to any agreement to the contrary the Company's quotations are provisional and may be altered to take account of any changes taking place between the date of quotation and the Company's acceptance of the Customers order in the price of raw materials, rates of wages and other costs of production or in the Customer's specification, instructions or design or in the event that the Customer orders part only of the quantity referred to in any quotation.
All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes, duties and other government charges payable in respect of the goods and/or services.
Unless otherwise agreed in writing by the Company, prices quoted do not include the cost of delivery. The Company shall be entitled to charge the Customer for all costs of delivery including the costs of any special means of delivery requested by the Customer.
Should the Company be delayed in or prevented from making delivery of the goods or carrying out the services due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortages of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company, the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability or any loss or damage arising therefrom, but without prejudice to any rights accrued to the Company in respect of deliveries already made or services already performed.
If the Contract is an international supply contract it shall be deemed to incorporate the latest edition of Incoterms current at the date of the contract save that in the event of any inconsistency between Incoterms and any express term of contract the latter shall prevail. The Company shall be under no obligation to give the Customer the notice specified in Section 32 (3) of the Sale of Gods Act 1979.
Whilst the company will endeavour to deliver the goods or complete the services by any date or within any period agreed upon, such dates and periods are estimates only and the Company will not be liable for any failure to deliver by such a date or within such a period. Time for delivery shall not be of the essence of the Contract. The Company shall be entitled to defer delivery or completion until any monies due from the Customer have been received.
RISK IN THE GOODS
Save in the case of international supply contracts and subject to any agreement in writing by the Company, the risk in goods which the Company agrees to supply shall pass to the Customer at the time at which:
the goods are delivered to the Customer's premises; or
the Customer takes delivery of the goods at the Company's premises; or
the goods being ready for delivery, delivery is postponed at the Customer's request. Whichever shall occur first. All other goods shall be at the Customer's sole risk at all times, and the Company shall not be liable for any loss of or damage sustained by any goods left with the Company howsoever caused.
Unless otherwise specified in writing by the Company payment for the goods or any instalment thereof or for any services shall be made by the Customer net cash not later than 60 days after the end of the month in which the Company renders its invoice, notwithstanding that property in the goods has not passed to the Customer. A settlement discount of 2.5% or such other discount as may be expressly agreed in writing between the Company and the Customer, of the net invoice value shall be available to the Customer where payment is received by the Company within 30 days after the end of the month in which the Company renders its invoice. Time for payment shall be of the essence of this contract. Without prejudice to any other rights of the Company interest will be payable on all overdue accounts at Barclays Bank plc base rate plus 3% and for the purposes of paragraphs 7 and 9 hereof the full purchase price of the goods and/or services shall include all interest payable hereunder.
FAILURE TO PAY CANCELLATION OR DEFERMENT If the Customer shall fail to make any payment when it becomes due, or shall enter into any composition or arrangement with creditors, or if being a partnership shall have a winding up order made against it or if being an incorporated company shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect, or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries or services, stop any goods in transit and treat the Contract of which these conditions form part as determined but not without prejudice to its right to the full purchase price for goods ordered and services performed and damages for any loss suffered in consequence of such determination.
LIMITATION OF LIABILITY
The Customer will carefully examine the goods on receipt and will immediately notify the Company of any damage or shortage. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer shall have given to the company written notice of such damage, shortage or loss with reasonable particulars thereof within 3 working days of receipt of the goods or (in the case of total loss) of receipt of the invoice or other notification of despatch. The Company's liability, if any, shall be limited to replacing or (in its discretion) repairing such goods. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage shortage or loss of aforesaid.
In the event of any error in any weight, dimension, capacity, performance or other description or in any information or advice which has formed a representation or is given in performance of the Contract the Company's liability in respect of any direct or consequential loss or damage sustained by the Customer as a result of such error shall not exceed the price of the goods or services in respect of which the description information or advice is incorrect.
In the case of goods left with the Company for repair or modification, and without prejudice to paragraph 5 hereof, the Company's liability (if any) shall be limited to the cost of replacing the goods with goods of a similar quality and description.
RETENTION OF TITLE
Upon delivery of the goods the Customer shall hold the goods solely as bailee for the Company and the goods shall remain the property of the Company until such time as the Customer shall have paid to the Company the full purchase price of all goods or services supplied under the Contract or any other Contract with the Company. Until such time the Company shall be entitled to recover the goods or any part thereof and for the purpose of exercising such rights of the Company, its employees and agents with appropriate transport may enter upon the Customer's premises and any other location where the goods are situated. No termination of the Contract shall prejudice, limit or extinguish the Company's rights under this paragraph.
GOODS ON APPROVAL
In the event that the Company supplies goods by way of loan to the Customer on approval the Customer shall return such goods to the Company in good condition within 7 days or such other period as may be agreed in writing by the Company, and if the Customer shall default the Customer shall be deemed to have placed a firm order therefore and the Company shall forthwith be entitled to render its invoice in respect thereof.
The Company shall be entitled to charge the Customer a refinishing charge in respect of goods that have been loaned to the Customer on approval.
If the Customer sells the goods whilst they are on loan to him he shall forthwith so notify the Company, which shall thereupon be entitled to render its invoice in respect of such goods.
The proper Law of all contracts with the Company shall be English Law which shall govern in all respects the construction and effect of such contracts and of these conditions.
The headings to the paragraphs of these conditions are for ease of reference only and shall not affect the interpretation or construction thereof.
If any provision of these conditions becomes illegal or void for any reason, the validity of the remaining provisions shall not be affected.