Buyer means the person corporation, firm, association or trust that buys or agrees to buy the Goods from the Seller.
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.
Delivery date means the date specified by the Seller when the goods are to be delivered. Goods means the articles which the Buyer agrees to buy from the Seller.
Price means the price for the Goods excluding carriage, packing insurance and VAT.
Sellers mean Clarke and Pulman ltd.
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 save the Sellers internet sales clause which shall be read in conjunction with and form part of these conditions.
All order to which Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of the Seller.
The Price and Payment
The price quoted is exclusive of VAT and is current at the date of quotation. It shall be subject to variation without notice to allow for any increase in cost coming into effect between the date of quotation, estimate or tender and the date of delivery unless specially stated otherwise in writing by the Seller.
Payment of the price and VAT shall be due within 30 days of the date of the date of invoice in respect of all Goods. Time for payment shall be the absence.
Interest of overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% per month and shall accrue at such a rate after as well as before any judgement.
The quantity and description of the Goods shall be as set out in the Seller’s quotation/ sales literature.
Warranties and Liability
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller, except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977) all other warranties, conditions of terms relating to fitness for purpose, satisfactory quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
Delivery of The Goods
Delivery of the Goods shall be made to the Buyers address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (for any of them) promptly at all.
Notwithstanding that the Seller may have delayed or failed to deliver the Goods (for any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 1 month of the delivery date.
If for any reason the Buyer fails to accept delivery of the Goods within one month from the delivery date the Seller at its sole discretion and without prejudice to its other rights may
(a) Store the Goods at the Buyers risk and cost, take all reasonable steps to store safeguard and insure( at the Buyers expense) the Goods or
(b) Sell the Goods at the best price readily available and charge the Buyer for any shortfall below the price together with the Seller’s costs of storage and insurance which may in the Sellers opinion have been necessary.
Acceptance of The Goods Which Comply With The Contract
No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of a director of the Seller on terms to be determined at the absolute discretion of the Seller.
If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 20% of the price. Such Goods must be returned by the Buyer carriage paid by the Seller in there original carton.
Goods returned without the prior written approval of the Seller may at the Sellers absolute discretion be returned to the Buyer or stored at the Buyers cost without prejudice to any rights or remedies the Seller may have.
The Buyer shall have no claim for shortages or defects apparent on visual inspection of the Goods unless the Seller receives written notification from the Buyer within three days from delivery.
The Buyer shall have no claim in respect of the defects not apparent on visual inspection at the time of delivery unless notification is received by the Seller within three days of the defect in the Goods becoming apparent and in any event no later than one month after delivery of the Goods.
Subject to sub causes (see above) if any Goods supplied to the Buyer prove on inspection to be defective in material or manufacture the Seller undertakes at its option to replace the same or to refund to the Buyer the price of the Goods and in no circumstances will the Sellers liability exceed the cost of such replacement or the price paid by the Buyer for the Goods. Buyer’s rights and remedies in respect of Goods rejected or which it is entitled to reject shall be limited to the rights and remedies in sub paragraph.
Title and Risk
The Goods shall be at the Buyers risk as from delivery.
In spite of delivery haling been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the price plus VAT in full in cleared funds.
Until property in the goods passes to the buyer in accordance with the clause above the Buyer shall hold the Goods each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Sellers property.
Notwithstanding the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Buyer on the Buyers own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
The Seller shall be entitled to recover the Price plus VAT notwithstanding the property in any of the Goods has not passed from the Seller.
Until such times as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause above shall cease.
The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
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 conform to the contract of sale.
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.
The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
Insolvency and Other Default
If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breech of this contract of sale or if any distress or execution shall be levied upon any of the Buyers Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition of bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fail due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation of reconstruction without insolvency) shall be passed or presented or if a receiver or administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyers business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately and the Seller may at its option suspend and or determine all pending contracts and or further deliveries.
Neither party shall be liable for any default due to any act of god, war, strike lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of any party.
The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to 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.
No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
In these terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice and vice versa.
The complete or partial invalidity or enforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be served for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
This contract is subject to laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts. All communications shall be in the English language only.