Definitions
“Supplier” means Tonge Bridge Timber Sales (U.K.) Limited and/or its subsidiary of associated companies.
“Purchaser” means the limited company, partnership or individual purchasing the goods and/or services the subject of the Supplier’s offer.
The acceptance of our offer whether verbal or written is deemed to incorporate the acceptance of the underwritten terms and conditions except to those specifically waived or varied by us in writing notwithstanding any terms in any conditions of purchase purported to be to the contrary.
The purchaser must give to the supplier sufficient technical and other information to enable the Supplier to proceed with fulfilling the contract. The Purchaser acknowledges that the sale is not a sale by description and the supplier cannot be deemed to know the actual purpose for which the goods are used. Goods are not tested or sold as fit for any particular purpose.
There are excluded from the contract between the parties any implied terms which might otherwise by virtue of trade or other dealings either generally or specifically apply.
All prices quoted by the Supplier are exclusive of V.A.T. in the case of sales within the United Kingdom. V.A.T. at the appropriate rate must be added. In the event that the raw material and other costs incurred including non-exhaustively imports or other levies by the Supplier increase between the time that the order is placed and the time of delivery, the Supplier reserves the right to charge the price current at the time of delivery.
Delivery
In the case for orders for delivery within the U.K. and unless otherwise stated, price is inclusive of delivery.
Any delivery date quoted no matter how specific is for guidance only and time shall not be deemed to be of the essence of the contract unless previously agreed specifically as such by the Supplier and the Purchaser in writing.
The Supplier shall not be liable for any delay in delivery of goods.
If the goods are to be delivered in instalments, then each delivery shall constitute a separate contract. Failure by the Supplier to deliver any one or more instalments in accordance with these conditions or any claim by the Purchaser in respect of any one or more instalment shall not entitle the Purchaser to treat the contract as a whole as repudiated.
Payment
Payments for the goods shall be made to the Supplier by the Purchaser by the 30th day of the month following the month of delivery of the goods unless otherwise agreed in writing by the Supplier.
If the purchaser fails to make payment on the due date, then the Supplier shall be entitled to:-
Cancel or suspend any further deliveries without responsibility for breech
and
Charge interest on all sums due at the rate of 5% per annum above the basic rate appertaining from time to time of Barclays Bank plc.
Risk and Title of Property
Risk of damage to or loss of the goods shall pass to the Purchaser when the goods are delivered to or collected by the Purchaser or it’s agent.
Notwithstanding risk in the goods having passed in accordance with paragraph (a) hereof, title of the goods shall not pass to the Purchaser until payment has been received by the Supplier for the goods and any other goods supplied by the Supplier to the Purchaser.
Until the title in the goods passes to the Purchaser, the Purchaser shall hold the goods upon trust for the supplier and shall keep the goods separately from those of the purchaser and third parties and clearly identify and mark the same with labels as the Supplier’s property and shall not incorporate or use the same in any manufacturing process or part with possession of the same until the goods are paid for.
When payment of any sum due to the Supplier from the Purchaser becomes overdue or if the Purchaser becomes insolvent or goes into liquidation has a winding up order made against him or appoints an administrator or administrative receiver over it’s assets, income or any part thereof or enters into an arrangement with it’s creditors either voluntary or otherwise, all sums owed to the Supplier shall immediately become due and payable and the Supplier shall have the right to recover and resell the goods and may enter upon the Purchaser’s premises by it’s servants or agents for that purpose.
Claims for Loss or Defect
The Purchaser shall inspect the goods immediately upon delivery and shall within 3 (three) days of delivery or in the event of non-delivery within 7 (seven) days of invoice give notice in writing to the Supplier by facsimile transmission and by ordinary first-class post of any shortage, breakage, defect or any other matter or thing by reason whereof it is alleged that the goods are not in accordance with the contract.
The goods in respect of which the Purchaser makes any claim hereunder shall be preserved intact as they are for a period of 14 (fourteen) days from notification of the claim in which time the Supplier or it’s agent shall have the right to attend the Purchaser’s premises and investigate the complaint and to take such samples and make such tests or other enquiries as the Supplier thinks fit.
If the Purchaser shall fail to give any notice or preserve the goods as required pursuant to Paragraph (a) or (b) hereof then the goods shall be deemed in all respects as if to be in accordance with the contract and fit for the purpose and of merchantable quality and the Purchaser shall be deemed to have received and accepted the goods.
Liabilities and Warranties
The Supplier warrants that the goods are as described in the Company’s current literature (which the Company reserves the right to amend without advance notice to the Purchaser) or as confirmed in writing by the Company. Save as aforesaid, all conditions, guarantees, warranties whether expressed or implied by statute, common law or otherwise are hereby excluded except to the extent that such exclusion is prevented by operation of Law.
The application used in processing of the goods is the absolute responsibility of the Purchaser and the Purchaser shall be deemed to have carried out it’s own tests to ensure the suitability of the goods for the intended purpose and application.
The Company’s liability for any loss or damage including any consequential loss resulting from defective goods or any acts or defaults on the part of the Supplier, it’s servants or agents (excluding for death or personal injury which the Supplier acknowledges cannot be excluded by process of law) be limited to the price of the goods sold. The Supplier accepts no liability for any consequential losses of the Purchaser.
Trademarks
The supply of the goods by the Supplier shall not confer or imply any right upon the Purchaser to use any of the Supplier’s trademarks which shall at all times remain the property of the Supplier.
Force Majeure
In the event of the Supplier being rendered unable wholly or in part by force majeure to carry out its obligations under the contract, it is agreed that upon the Supplier giving notice and full particulars of such force majeure in writing to the Purchaser as soon as possible after the occurrence of the course relied upon, the obligations of the Supplier so far as they are affected by such force majeure shall be suspended during continuance of any inabilities so caused, but for no longer period that such force majeure shall so far as possible be remedied with all feasible dispatch. The term “force majeure” as implied herein to mean Acts of God, strikes, lock-outs, or other industrial disturbances, act of the public, enemy or blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, wash-outs, arrests and restraint or rules and people’s civil disturbance, explosions, breakage or accidents to machinery, lines or by processing plants or welds, government regulations of either the Suppliers or the Purchasers any other government capable of affecting the performance of the contract or the supply of the goods or any United Nations resolution determined of or other inability to obtain raw materials or equipment or other resources, temporary failure of fuel supply and in any other cause whether the kind herein enumerated or otherwise not within the reasonable control of the Supplier all of which by the exercise of due diligence by the Supplier is unable to foresee or overcome.
If the Purchaser does not take delivery of or arrange for storage of the goods, the Supplier will be entitled to arrange storage either at the Supplier’s premises or elsewhere as agent on the Purchaser’s behalf and all charges for storage, insurance, damage and otherwise shall be payable by the Purchaser.
The Supplier has drawn up these Terms and Conditions of Sale in the light of the Unfair Contract Terms Act 1977 as amended and considers it fair and reasonable and it’s prices are based on contracts made on these conditions. In the event of the failure of the Purchaser to notify the Supplier of any terms that the Purchaser considers to be unreasonable, the Purchaser will be deemed to have accepted that the terms and conditions are fair and reasonable.
Jurisdiction
The terms and conditions between the Supplier and Purchaser shall be construed according to and subject to English Law and the Purchaser agrees to submit to the jurisdiction of the English Law and the contract shall be deemed to have been made at the Supplier’s offices in Tonge Bridge, Bolton, Greater Manchester, notwithstanding any other inference to the contrary.
Any contract of goods to “arrive” shall be subject to shipment and safe arrival and availability to the Supplier. Any variation in insurance premium, tax, levy, duty or impost on the goods shall be for the Purchaser’s account. If the Supplier is to deliver the goods to the Purchaser, the Purchaser shall provide instructions for such delivery at least 72 hours prior to the goods being made available to the Supplier in order to carry out such delivery. In the absence of such instruction, the Supplier may take such steps as it may in it’s absolute discretion consider to be necessary to clear the goods and may recover from the Purchaser all expenses thereby incurred.