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The placing of an order includes the acceptance of the following
terms and conditions. In these General Conditions
of Sale the "Company" means
PFP Electrical Products Ltd. The "goods" means the goods
agreed to be supplied by
the Company and shall where required include
services. The "Purchaser" means the person, firm or corporation
which
has agreed to buy the goods.
These conditions shall apply to and form every part of every
contract of sale entered in to between the Company
and the Purchaser
to the exclusion of any other terms submittedat any time by the
Purchaser, and may not be
varied without the prior consent in writing of
the Company. The Company reserves the right to accept or reject
any
order received from the Purchaser and to deliver minimum quantities
either by value or by reference
to the box quantity of the goods
in question.
Reference to writing or any other form of communication between
the parties shall include telex, facsimile and
communication by
electronic means.
Quotations submitted by us shall be valid for the period
stated, or where no period is stated then for a period of
30 days
from the date of issue.
To avoid higher prices being applied to any contract, the
Purchaser must ensure that the quotation reference number
is quoted
in all purchase orders made by the Purchaser in response to quotations
from the Company or where special
price agreements are applicable.
The price payable for goods shall include delivery unless
otherwise stated in writing by the Company and be exclusive
of
VAT and unless otherwise stated in writing be the price as agreed
between the Company and the Purchaser or, if there
is no agreement
as to price, the Company's list price ruling at the date of invoice.
Any query by the Purchaser relating to an invoice must be
made in writing within 30 days of invoice date.
Agreed prices are based on quantities intended to be taken
by the Purchaser. The Company reserves the right to vary
the price
if the purchaser fails to take delivery of such quantities within
the agreed delivery period, or if no such period
is agreed, within
a reasonable time.
The Company reserves the right to vary the price of goods
to take account of any variations in costs including but not
limited
to any foreign exchange fluctuation, rates of duties, variations
in the cost of wages, materials and other costs
of manufacture
and distribution, taking effect between quotation and delivery.
Small orders carry a surcharge.
Unless otherwise agreed in writing, payment in respect of
each contract must be made in full by a date which will ensure
that
payment is received by us not later than the 28th day of the
month following the month in which the goods were invoiced.
In the event of default in payment by the due date, the Company
reserves the right to charge interest on money overdue
at 2% above
the current base rate of HSBC Bank Plc and to suspend all further
deliveries until such payment has been made
in full. The Company shall
hold the Purchaser liable for all direct costs incurred in collecting
any amounts outstanding.
All dates for delivery of goods are given in good faith but
are approximate only and shall not be of the essence of the
contract
and shall be calculated from the date of acceptance by the Company
of the order of the Purchaser.
Where goods are to be delivered in installments, each delivery
shall constitute a separate contract and failure by the
Company
to deliver any one or more installments or any claim by the Purchaser
under these conditions shall not entitle
the Purchaser to reject
further installments or cancel any further contract.
All goods for delivery in the UK will be despatched carriage
paid, unless otherwise stated by the Company in writing
but the
Company reserves the right to charge for any special delivery arrangements,
site delivery and for small value
deliveries. The Company reserves the
right to charge for all pallet equipment not returned to the Company
within 60 days
of receipt. The Purchaser will sign the Advice Note
for the receipt of goods. If the Purchaser signs "unexamined" the
Company
will deem this to be an acknowledgement of the receipt
of all pallets, boxes, cartons or packages specified in the Advice
Note.
If the Company agrees to deliver the goods, the Company will
only consider claims for non-delivery or damage in transit
if notice
is received in writing by the Company within 7 days of the date
of the Advice Note in the case of non-delivery
of the whole consignment
and within 3 working days of receipt of the goods in the case of
damage in transit or partial
loss of the goods and any associated packing
for examination by the Company. The Company shall not be liable
to the
Purchaser for any loss or damage whatsoever if the Purchaser
fails to notify the Company in accordance with this clause.
We will make good, by repair or at our option by the way
of a replacement, defects which under proper use, appear
in the
goods within a period of 12 calendar months after the goods have
been delivered and arise solely from faulty
design, materials or
workmanship: provided always that defective goods are returned
to us unless otherwise arranged.
Provided further that in respect
of parts or components not of our manufacture then you will be
entitled to such benefits
as we receive under any guarantee given
to us in respect thereof. Our liability under this clause shall
be in lieu of
any warranty or condition implied by law as to
the equality of fitness for any particular purpose of the goods
and save as
provided in the clause we shall not be under any liability,
whether in contract tort or otherwise in respect of defects in
goods
delivered or for any injury( other than personal injury caused
by our negligence as defined in Section 1 of the Unfair
Contract
Terms Act 1977) damaged or loss resulting from such defects or
for any work done in connection therewith.
If at any time after receipt of an order the purchaser wishes
to make modifications or additions to the order, the Purchaser
shall
only be permitted to do so after obtaining the authority in writing
of the Company and after the Company has agreed
in writing
to any variation in the price and/or any revised delivery date.
Any extra cost or liability incurred by the Company due to
suspension of work, rescheduling of deliveries or change in order
quantity
resulting from the Purchaser's instructions or lack of instructions
shall be added to the price of the goods and paid
accordingly.
No variation or derogation from or addition to these
Conditions of Sale shall be binding on the Company unless
the same
is in writing signed for or on behalf of a Director of the Company.
If the Company does not receive forwarding instructions sufficient
to enable it to despatch the goods within 14 days after
notification
that they are ready for delivery, the Company shall be entitled
to invoice and be paid for the goods as though
the goods had been
duly delivered in accordance with these Conditions. The Company
may arrange storage on the Purchaser's
behalf and all charges for
storage, insurance and demurrage shall be payable by the Purchaser.
All descriptions and illustrations and particulars of weights
and dimensions and performance criteria issued by the Company
in
catalogues, price lists, advertising matter and specifications
are by way of general descriptions and approximate only
and shall
not form part of any contract or give rise to any liability on
the part of the Company.
It is the policy of the Company to endeavour to develop and
improve its products, and accordingly the Company reserves the
right
to change all specifications without prior notification or public
announcement pursuant to such policy, provided that nothing
in this
clause shall oblige the Purchaser to accept goods which
do not reasonably comply with the contract.
Goods delivered will not be accepted for return without the
prior written consent of the Company and in accordance with the
Company's
returns procedure. The Company reserves the right to charge the
Purchaser a handling charge which the Company
may deduct from any
credit allowed, unless the reason for any return by the
Purchaser is due to any fault or breach of these
Conditions on
part of the Company.
The Company will not allow credit in respect of returned
goods not in a fully resaleable condition.
Any unauthorised goods returned will not be credited and
any costs incurred in disposing of them will be borne by the Purchaser.
Unless otherwise agreed or where the Company has notified
the Purchaser of special terms as to warranty
in respect of specified
categories of goods the Company agrees at its option either to
refund the cost of
or repair or replace goods proved to the Company's
reasonable satisfaction to have failed under proper
storage and
use within 12 months of delivery by reason of defects due to faulty
design (other than any
design, made furnished or specified by the
Purchaser) materials or workmanship, provided that:
a. The Purchaser shall have followed any instructions issued by
the Company in relation to the goods and their storage.
b. In the case of defects which would have been apparent to the
Purchaser on reasonable examination of
the goods on delivery ,the
Purchaser shall notify the Company of the defects in writing within
14 working days of delivery;
c. In the case of any other defects, the Purchaser shall notify
the Company of the defects in writing within
7 working days of
the date when the defect becomes apparent.;
d. Where in discharge of its obligations under this clause the
Company agrees that the Purchaser may undertake
any repair work
on it's behalf, the cost of such work shall be agreed in writing
between the Purchaser and the
Company before the commencement of
such work.
Save as may be expressly provided for herein the Company
shall not be liable for any consequential loss suffered
by the
Purchaser, and in particular the Company shall not be liable for
any costs, claims or damages or expenses
arising out of any tortious
act or omission or any breach of contract or statutory duty calculated
by reference to
profits, income, production or accruals or by reference
to accrual of such costs, claims,
All drawings, descriptions and other information submitted
by the Company shall remain the property of the
Company together
with the copyright therein.
The Company shall be entitled without liability on its part
and without prejudice to its other rights, to terminate
the contract
of any unfulfilled part thereof, or at its option to suspend or
make partial deliveries or extend the time
or times of delivery,
if the manufacture of the goods by the Company or the Company's
suppliers, or the delivery
of the goods or the performance by the
Company of any of its obligations under the contract is hindered
or delayed
whether directly or indirectly by reason of the Purchaser
failing to furnish necessary instructions or information,
or by
reason of any industrial dispute or any cause beyond the reasonable
control of the Company, or its subcontractors,
whether or not such
cause exists at the date of the Purchaser's order.
.
The risk in the goods shall pass to the Purchaser immediately
on delivery of the goods to the Purchaser.
The property in the goods shall remain with the Company until
payment in full for all the goods and all other
goods agreed to
be sold by the Company to the Purchaser for which payment is then
due, has been received
by it in accordance with the terms of the
contract.
Until such time as the property in the goods passes to the
Purchaser, the Purchaser shall hold the goods on
behalf of the
Company as a bailee.
While the goods remain the property of the Company, the Purchaser
shall keep the goods identifiable and
seperate from other goods
in its possession.
The Company hereby grants to the Purchaser the right to resell
the goods, but not as the Company's agent,
such right being terminable
at the discretion of the Company but in any event upon the insolvency
of the Purchaser.
Until such payment as aforesaid has been received in full
by the Company, the Purchaser shall be under an obligation
to redeliver
the goods to the Company if the Company so requires and the Company
shall be entitled at any time to
retake possession of the goods
and for that purpose to enter upon any land or premises of the
Purchaser where the
goods may be for the time being.
The Company shall be entitled, where the goods have been
fixed or attached to any other product, to detach the
goods in
order to recover possession of them. Such redelivery or retaking
of possession shall be without prejudice
to the obligation of the
Purchaser to the purchase the goods.
In the event of the Purchaser committing any breach of the contract,
or if any distress or execution is levied upon
the Purchaser, his
goods or assets, or if the Purchaser enters into any negotiations
for arrangement or composition
with or for the benefits of his
creditors or commits any act of bankruptcy or if any petition in
bankruptcy shall be
presented against him, or if, being a corporate
body , the Purchaser will be wound up or if any resolution is proposed
or
petition presented to wind up the Purchaser (not being a members
voluntary winding up for the purpose of
reconstruction or amalgamation
without insolvency), or if an administrator or receiver of the
Purchaser's assets
or undertaking or any part thereof shall be
appointed or if the Purchaser shall be deemed to be unable to pay
its debts,
the Company shall be entitled, without prejudice to
any other claim or right or remedy which it may have,
forthwith
to suspend any or all deliveries until the default has been made
good or to determine the contract or
any unfulfilled part thereof.
All contracts to which these General Conditions of Sale apply
shall be governed by and construed in accordance with English Law. |
