| 1 | GENERAL |
| (a) | “the Seller means John George & Sons Limited
“the Purchaser” means the individual, firm, company or party with whom the Seller contracts.
“the Goods” means Goods, materials and services supplied by the Seller to the purchaser pursuant to the Contract.
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| (b) | Any quotation or estimate given by the Seller is an invitation to the Purchaser to make an offer only and no order of the Purchaser placed with the Seller in pursuance of a quotation or estimate or otherwise shall be binding on the Seller unless and until it is accepted by the Seller. |
| (c) | The Seller does business only on the following conditions and any Contract Howsoever made between the Seller and the Purchaser (“the Contract”) shall be treated as a Contract on these conditions which shall apply to the exclusion of any terms or conditions accompanying the order or proposed at any stage by the Purchaser. No variation of these conditions or waiver of rights hereunder shall bind the Seller unless in writing signed on behalf of the Seller. |
| (d) | Quotations are valid for 30 days and represent no obligation until the Seller accepts The Purchaser’s order. |
| (e) | The Seller supplies Goods to the trade only and the Purchaser hereby acknowledges and warrants that it is not “dealing as a consumer” within the meaning of Section 12(1) of the Unfair Contract Terms Act 1977. |
| (f) | References to legislation shall be deemed to include any re-enactment or amendment thereof.
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| 2 | PRICE |
| (a) | The price of Goods is exclusive of Value Added Tax which will be charged at the rate applicable at the appropriate tax point. |
| (b) | The price of Goods includes the cost of carriage to the contracted place of delivery by the means most convenient to the Seller within the Seller’s normal delivery area.
If the delivery is to be made by passenger train, parcel post or other special transport or outside the delivery area, the cost will be for the account of the Purchaser.
Airfreight will always be for the account of the Purchaser.
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| (c) | Unless fixed prices have been expressly agreed by the Seller the price payable by the Purchaser shall be the Seller’s price ruling at the date of despatch of each delivery.
The Seller reserves the right to increase the price of the Goods to cover any increase Due to any act or default of the Purchaser including the cancellation of part of any Contract.
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| 3 | DELIVERY |
| (a) | Delivery of the Goods shall be made to the Purchaser at the place specified in the Contract or as subsequently agreed between the parties and the risk in respect of the Goods shall pass to the Purchaser at the time of delivery. If no place of delivery is specified or agreed, delivery shall take place at the Seller’s works immediately prior to loading for despatch to the Purchaser. Notwithstanding such delivery, the Property in and title to the Goods shall not pass to the Purchaser except as provided in Condition 5. Where the Seller does not deliver on its own transport, unless otherwise agreed in writing, the Seller shall on behalf of the Purchaser and at the Purchaser’s expense arrange for carriage of the Goods and the carrier selected by the Seller shall be at the agent of the Purchaser. Special notice is directed to the fact that, in accordance with the provisions of Section 32 of the Sale of Goods Act 1979, delivery to the carrier will in such circumstances constitute delivery to the Purchaser. |
| (b) | Any delivery period quoted commences from the Seller’s acceptance of the order and is an estimate. The Seller shall be under no liability for any delay in delivery provided reasonable steps to deliver on time are taken. |
| (c) | When delivery is delayed for any reason attributable to the Purchaser or its agents storage and other additional costs will be charged to the Purchaser and the Goods will be held at the Purchaser’s risk from the original delivery date. The Seller shall be entitled to insure the Goods at the Purchaser’s expense and to issue an invoice at the original delivery date which shall be the date of commencement of the warranty. |
| (d) | The Seller reserves the right to determine the number of consignments and to invoice each consignment separately. |
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| 4 | RISK |
| The risk in the Goods will pass to the buyer at the time of delivery or, if the buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
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| 5 | TITLE |
| Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Purchaser until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Purchaser for which payment is then due.
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| 6 | PAYMENT |
| (a) | Liability for payment shall arise on the delivery of the Goods and payment shall be due on the last day of the month following the month of invoicing (the “Due Date”).
The Seller reserves the right to change interest at 2% per month on any sum outstanding at the due date, such interest being deemed to accrue on a day to day basis.
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| (b) | Any dispute over any item, price or quantity shall not affect the liability of the Purchaser to pay the amount of all items outstanding under this order. Payment shall not be withheld or set off on account of any claim against the Seller under any other Contract. |
| (c) | The Seller reserves the right to withdraw the credit terms in clause 6(a) and substitute C.W.O or C.O.D. terms by written notice to take immediate effect. |
| (d) | Without prejudice to any other remedies the Seller shall be entitled to suspend or cancel deliveries where payment for this or any order (related to otherwise) is not received by the due date or if any distress, execution or other legal process shall be levied upon the Purchaser or if the Purchaser becomes insolvent or is subject to a winding up order or a receiver is appointed |
| (e) | Time for payment shall be of the essence.
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| 7 | REFERENCES |
| Each contract shall be subject to the seller being satisfied as to the Purchaser’s credit references (which unless otherwise stated will be one bank reference and three trade references).
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| 8 | DESCRIPTION AND DATA |
| (a) | The Goods will be supplied in accordance with the manufacturer’s current standards, specification and finish. |
| (b) | The Seller shall make every reasonable effort to ensure the accuracy of technical data or literature relating to the Goods, but the Seller accepts no liability for any damage or injury (other than death or personal injury caused by negligence as defined in Section 1 of the Unfair Contract Terms 1977) arising directly or indirectly from any error or omission in such technical data or literature. |
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| 9 | WARRANTY |
| (a) | Where the Goods (or any part thereof) are shown to the reasonable satisfaction of the Seller to be defective by reason of faulty materials or workmanship or design within a period of 3 months from the date of their original despatch or supply, (fair wear and tear excepted) the Seller shall at its sole option:-
(1) deliver replacement Goods to the Purchaser free of charge; and/or
(2) refund to the Purchaser the Contract price of such Goods; and/or
(3) require the Purchaser to retain the Goods and grant to the Purchaser a reasonable allowance in respect of such defects
PROVIDED that;-
(1) the Purchaser notifies the Seller in writing within seven days of becoming aware of any such defect: and
(2) if so required by the Seller all defective Goods are first returned to the Seller’s premises, carriage paid, by the Purchaser
(3) the Goods have been properly and correctly stored and/or used by the Purchaser; and
(4) the liability of the Seller under this paragraph (a) shall be accepted by the Purchaser in substitution for and to the exclusion of any other claims for direct loss which the Purchaser has or may have;
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| (b) | The liability of the Seller for any claim or claims other than those falling within paragraph (a) above for direct injury, loss or damage made by the Purchaser against the Seller whether in contract or in tort (including negligence on the part of the Seller, its servants or agents) arising out of or in connection with any defect in the Goods or any act, omission, neglect or default (whether or not the same constitutes a fundamental term thereof) of the Seller, its servants or agents in the performance of the Contract (including without limiting the generality of the foregoing, breach of any condition or warranty whether express or implied by statute, common law or otherwise howsoever) shall be limited to the sales price of the Goods.
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| (c) | The Seller shall not be liable for any claims for any economic loss, loss of production, loss of profit, loss of opportunity, loss of bargain or other indirect or consequential injury loss or damage made by the Purchaser against the Seller whether in contract or in tort or as a result of any claim made against the Purchaser pursuant to the Consumer Protection Act 1987 (including negligence on the part of the Seller, its servants or agents) arising out of or in connection with any such defect,
act, omission, neglect or default referred to in sub-clause (b) of this clause.
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| 10 | FORCE MAJEURE |
| The Seller shall have liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the Contract due to causes outside the reasonable control of the Seller including, but not limited to, labour disputes, strikes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time and the delivery date shall be extended by a period equal to the period of the delay.
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| 11 | INDEMNITY |
| Without prejudice to any other rights or remedies of the Seller, the Purchaser shall indemnify the Seller against all loss, damage and liability (including legal costs of the Seller or any third party) incurred pursuant to a judgement of a competent court or by bonafide compromise of legal proceedings or otherwise howsoever as a result of any claim made against the Seller under part 1 of the Consumer Protection Act 1987 in respect of any actual or alleged defect in the Goods supplied by the Seller.
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| 12 | LIEN |
| Without prejudice to any other legal rights and remedies which the Seller may have under the Contract, the Seller shall in respect of all debts of the Purchaser to the Seller, have a general lien on all Goods and property belonging to the Purchaser in its possession (whether worked on or not) and shall be entitled upon the expiration of fourteen days notice to the Purchaser to dispose of such goods or property as it thinks fit and to apply any proceeds of the sale thereof towards the payment of such debts.
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| 13 | ORIGIN OF GOODS |
| The Seller makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the Goods or any part thereof.
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| 14 | CANCELLATION AND RETURN OF GOODS |
| (a) | An order, once accepted by the Seller, may not be cancelled except with the Seller’s written consent and on such terms as to payment of charges as the Seller may specify. |
| (b) | Without prejudice to any other remedies of the Seller, it may terminate the Contract in whole or in part on the happening of any such event, commencement of any proceedings (in any jurisdiction) or taking of any action whether by the Purchaser or any other person or body which calls into question the solvency of the Purchaser. |
| (c) | Subject to the provision of Clause 14(a) a handling charge of £25.00 or 15% (whichever is the greater) plus costs of transport will be made on all Goods accepted by the Seller for return.
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| 15 | MINIMUM ORDER VALUE |
| The Seller reserves the right to make a minimum order charge of £125.00 or to make an order subject to a minimum order quantity; in such cases the Seller shall be entitled to increase the price or quantity to meet the minimum requirement.
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| 16 | LAW AND JURISDICTION |
| The Contract shall be governed by English Law and subject to the exclusive jurisdiction of the English courts.
April 2012
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