General Conditions Of Sale
1. Application And Variation Of These Conditions
Unless otherwise expressly agreed in writing by the seller, these conditions apply to any contract between the Seller and the Buyer for the supply of goods (Contract) and supersede any earlier Conditions issued by Seller and shall override any terms or conditions of the Buyer.
These conditions are open to negotiation before the Seller accepts the Buyer’s order (whether or not in writing) which negotiation may result in change to any price published or earlier referred to.
If the whole or any part of any one or more provisions of the Contract are invalid or unenforceable at law, all other provisions of the contract shall remain in fully force and effect and the parties shall negotiate in good faith to agree and implement one or more substitute provisions having similar effect so far as the law permits.
Prices are supplied with a quotation and if accepted will form a contract, however if the customer changes his order he will not be entitled to a refund of the difference, nor would he be entitled to the lesser quantity at the previous price if the price has increased in the meantime.
Prices quoted are exclusive of VAT. Additional charges will be made if any items of the said quotation change after the date of quotation.
Where the buyer expressly wishes the Seller is entitled to levy extra charges.
Time of payment shall be of the essence of any Contract. For a buyer with an Account payment is due on or before the date due as per the credit terms agreed. If the buyer makes default on payment, payment in respect of all goods delivered but not paid for shall immediately become due and payment in respect of any goods delivered during the continuance of any such default shall become due immediately upon delivery.
Buyers who do not hold and account will be required to pay the whole purchase price of the goods before the goods are manufactured and/or delivered.
No retentions are permissible and the Buyer has no right to set off disputed moneys whether or not in respect of goods under any Contract to which these Conditions apply.
If the Buyer fails to make any payments when due we may, at our option and without prejudice to any other rights or remedies which we may have under the Contract or otherwise, suspend further deliveries and the processing of new orders, until payment is made terminate the Contract.
The Seller may at any time suspend the performance of its obligations under any Contract until the Seller is satisfied that the buyer is able to pay, or has given security for payment, for the goods.
In the event of collection of any outstanding debt by the third party, as nominated by Iron Designs limited, the additional costs of collection shall be payable by the Buyer. The buyer will be notified in writing of this course of action.
a) Not withstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the title in the goods shall not pass to the Buyer until the Seller has received, in clear funds or cash, payment in full of the price of goods.
b) Until such time as the property in the goods passes to the Buyer:-
The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all, or any part of the product in which title remains vested in the Seller.
For the purpose specified in above the Seller or any of its agents or authorised representatives shall be entitled at any time and without notice to arrange a court order to enter upon any premises in which the produce or any part thereof is installed, stored or kept, or is reasonably believed so to be.
The Seller shall be entitled to seek a Court injunction to prevent the Buyer from selling, transferring or otherwise disposing of the product.
The Buyer shall store or otherwise denote the product in respect of which property remains the Seller in such a way that the same can be recognised as the property of the Seller in such a way that the same can be recognised as the property of the Seller. The product must be retained by the Buyer in identical packaging and in secure conditions and the Buyer must not allow it to become intermingled with any other product or substance.
5. Delivery And Risk
Delivery shall unless otherwise agreed, be at the Buyer’s normal place of business. The Seller reserves the right to choose the form of transport for the goods and the composition of the load.
Delivery dates and times are estimated only and no guarantee is given as to the delivery at the particular date or time.
If for any reason the Buyer is unable to accept delivery when due, the Goods will be invoiced and payment will fall due as per the Buyer’s terms in which the Goods are ready and due for delivery. Where the buyer defers accepting delivery after the goods have been manufactured, the Seller may change the Buyer for any reasonable storage or additional transport costs which result when the goods (whether or not being the actual quantity ordered) are either collected by the Buyer from the Seller’s premises or are free of all vehicle transit restraints and ready for unloading by the Buyer at the agreed delivery address, delivery in relation to those goods is complete and the risk in them shall pass to the Buyer.
On arrival of the goods at the place of delivery, the Buyer shall promptly provide unloading facilities and when the goods are ready to be unloaded shall unload promptly. The Seller shall be entitled to recover from the Buyer all and any cost and expenses incurred as a result of the buyer’s failure to do so.
The Buyer is responsible for the unloading of the Goods and also for any damage to the Goods during unloading however caused.
The Buyer agrees to inspect the Goods upon delivery or collection. The Seller shall have no liability for any loss or damage to goods in transit when the Buyer has signed the delivery note or other delivery documents as received in good condition.
Pallets, frames, stillages and all other distribution equipment are the property of the Seller and must be returned to the Seller on demand. Any re-use of such equipment by the Buyer is entirely at the Buyer’s own risk. Any deposit that has been charged thereon will only be credited to the Buyer if and when the Buyer returns the same to the Seller carriage paid and in good condition within three months from the date of despatch.
The Buyer shall not be entitled to reject any goods on the grounds that they have been delivered incomplete quantities, unless the balance has not been delivered in a timely manner after being notified of the missing order / goods.
6. The Buyer’s And Seller’s Rights
Any quotation given by the Seller is not an offer.
In no circumstances can orders for Goods, whether made to the buyer’s specific requirements or not, be cancelled by the Buyer. In the event of such a cancellation the Buyer will be obliged to pay any material costs plus handling charge for the Goods and administration costs incurred in full.
The Seller shall not be held responsible for the duplication of supply by the customer or held liable for any refund.
If goods ordered are to be supplied to a template and the template dimensions differ from those specified in associated documents or correspondence, the order will be executed to the dimensions of the template, unless agreed in writing. Templates must always be of rigid material.
All information including illustration are correct at the time of going to print, please ask for a written quote / specification prior to placing an order.
If a cheque received from the Buyer is returned or re-presented by the Seller’s bank a charge will be made on each separate occasion, this cost will be advised depending upon the banks charges at that time.
If the Buyer should receive any defective goods, it is their responsibility to inform the Seller of the defect, and request a collection note from the Seller that a product is defective, a credit note or full refund will be provided.
Any Contract or order to which these Conditions relate is between the Seller and the Buyer as principals and is not assignable by the Buyer without the express written consent of the Seller.
The supply of Goods hereunder shall not confer any right upon the Buyer to use and of the Seller’s trademarks without our prior written consent and at all times such trademarks shall remain the Seller’s property. Nor does it imply any right to use any patent that the seller may have, or any indemnity against infringement of the right of third parties.
Where goods are manufactured and/or processed by the Seller in accordance with the Buyer’s specification the Buyer shall indemnify the Seller in respect of any liability incurred by the Seller in respect of any infringement or alleged infringement or alleged infringement of any patent, design, copyright, trademark or other intellectual property of any third party.
Unless expressly agreed otherwise in writing the Seller may manufacture the goods at any of its works or plants and/or the Seller may sub-contract the manufacture and/or supply of the goods to third parties to whom we will supervise the works and quality of the goods.
This agreement between Iron Designs Limited and its consumers for the supply of goods, is governed by the company’s Terms and Conditions, and no other party unless agreed by the other shall be party to it.
7. Warranties, liabilities and standards
a) Save as expressly provided by these Conditions or as expressly provided in any specific written warranty issued by the Seller, or as otherwise specifically agreed in writing by the Seller, all Seller’s representations and statements (whether express or implied) and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
b) Goods representation by the Buyer to be defective shall not, save as expressly provided for in these Conditions, or in any specific written warranty issued by the Seller, form the subject of any claim for injury, loss, damage or any expenses however incurred whether arising directly or indirectly from such alleged defects other than death or personal injury resulting from the Sellers negligence.
c) Except in respect of personal injury or death caused by the Seller shall not be liable to the Buyer for any indirect special or consequential loss or damage (whether for loss of profit or otherwise) which arise in connection with the supply of goods or their use or resale by the Buyer.
d) Optical dimensional, other physical properties and colour of the goods are subject to the Seller’s manufacturing specifications, tolerances, and/or standards details of which are available on request
e) Where the goods ordered appear to contravene a relevant Code of Practice or British Standard the Seller reserves the right to substitute goods which meet the requirements and charge accordingly.
f) The Seller shall not be liable for any advice or representation in respect of the goods unless confirmed in writing.
8. Force Majeure
a) If the performance of any Contract or any obligation thereunder is prevented by force majeure the Seller shall be excused performance, provided that the Seller reasonably endeavours to remove such causes(s) of non-performance and shall continue performance thereunder without delay whenever such causes(s) are removed.
b) The term “Force Majeure” for these purposes includes acts of God, fire, accident, lightning, earthquakes, storms, floods, explosion, war, strikes, lock-outs, other industrial action and any other circumstances, whether similar or dissimilar, beyond the reasonable control of the Seller.
a) If the Buyer makes default in any payment or commits any breach of the terms and conditions of any relevant Contract, or suffers distress on execution, or becomes insolvent, or commits and act of bankruptcy, or enters into any arrangement or composition with his creditors or goes/is put into liquidation (other than solely for amalgamation or reconstruction), or if an administrative receiver or administrator is appointed over the whole or any part of the Buyer’s business, or if a petition for an administration order is presented to the Court, the Seller may without prejudice to any rights which may have accrued or which may accrue to it at it’s option. (i) require payment in advance for all or any prior, existing and/or further deliveries and/or (ii) suspend and further deliveries until such default or breach if capable of rectification is rectified and/or (iii) terminate the relevant Contract and/or (iv) terminate any other Contracts so far as any goods remain to be delivered thereunder.
These conditions and any contract arising hereunder shall in all respects be construed in accordance with English law and the Buyer agrees to submit to the non-exclusive jurisdiction of English Courts.