1.1. In these Conditions:
- 'Conditions' means these terms and conditions of sale:
- 'Contract' means the contract for the sale of the Goods by the Company to the Customer incorporating these Conditions:
- 'Customer' means the person of firm with whom the Company contracts for the sale of the Goods upon the terms of these Conditions:
- 'Delivery' shall have the meaning given in clause 4:
- 'Goods' means the products sold by the Company to the Customer pursuant to the Contract:
- 'The Company' means Northern Connectors Limited:
- 'Price' means the price to be paid by the Customer for the Goods:
- All headings are for ease of reference only and shall not affect the construction of these Conditions.
1.2. All orders are accepted and all contracts entered into by the Company on these Conditions which shall override and exclude any other terms stipulated or referred to by the Customer or by the Company unless specifically agreed to in writing by a director of the Company.
1.3. All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
1.4. Any estimate or quotation given by or on behalf of the Company whether orally or in writing shall constitute an invitation to the Customer to place an order and thereby make an offer open to acceptance by the Company.
1.5. Receipt of the Goods by the Customer shall be deemed to be conclusive proof that the Customer has accepted these Conditions.
2.1. If the Company has stated a price to be fixed and the Customer has complied in all respects with the terms specified by the company subject to which the price was stated to be fixed than that price shall be the Price.
2.2. if clause 2.1 does not apply than the Price shall be the price current at the date of despatch of the Goods which shall be the price at the time of the Contract subject to a variation to reflect any increase in cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any increase in prices changed by suppliers to the Company, any foreign exchange fluctuation, increase in the cost of labour or materials, alteration of duties).
2.3. All prices quoted are exclusive of VAT (which shall be due at the rate ruling at the date of VAT invoice) and carriage.
3.1. Payment of the Price in full plus VAT and carriage (if charged) is due on the 30th day following the date which appears on the invoice as the 'Transaction Date'. Time for payment shall be of the essence.
3.2. The Company reserves the right to charge interest on any money overdue (both before and after any judgement) at the rate of 4% per annum above the base lending rate of Lloyds Bank plc until full payment has been received.
4.1. Delivery shall take place when; the Goods leave the premises of the Company en route to the address specified in the Contract; or to the address subsequently agreed to in writing between the parties, or to an address where the Customer carries on business; or to the registered office of the Customer.
4.2. The Company shall in no circumstances be liable to compensate the Customer in damages or otherwise for non-delivery or late delivery of the goods or any item for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery.
4.3. The Customer shall not be entitled to reject the Goods by reason only of short delivery.
5.1. The Customer must inspect the Goods as soon as practicable after receipt. Any discrepancy (including short delivery and failure to comply with description), defect or damage (which discrepancy, defect or damage would be apparent on reasonable examination) must be notified to the Company within 3 working days of receipt of Goods. Any other discrepancy, defect or damage must be notified to the Company as soon as it is or ought reasonably to have been discovered. In the case of non-receipt of the Goods, the Customer must notify the Company within 3 working days of the Company's invoice for the non-delivered Goods.
5.2. If the Customer fails to give notice as required by clause 5.1 the Goods shall be deemed to have been received and to be in all respects in accordance with the Contract and free from any discrepancy, defect or damage and the Customer shall be deemed to have accepted the Goods accordingly.
5.3. As regards this clause 5, time shall be of the essence.
Passing of title and risk
6.1. The property of the Goods shall not pass to the Customer until:
6.1.1. all sums (including sums pursuant to any contract or otherwise) due or owing to the Company have been paid in full without any deduction or deferment on account of any disputes or counter-claims whatsoever: or
6.1.2. the goods are delivered to a third party following a sale by the Customer in the normal course of its business in which case property of the Goods shall be deemed to have passed to the Customer immediately prior to such delivery.
6.2. Until property of the Goods passes to the Customer the following shall apply:
6.2.1. the Customer shall hold the Goods as bailee and trustee owing fiduciary duties to the Company:
6.2.2. the Customer shall safely store the Goods at no cost to the Company and shall ensure that the Goods are clearly identified as belonging to the Company. The Company shall be entitled to examine the goods in storage at any time during the normal working hours of the Customer:
6.2.3. the Customer shall fully insure the Goods against any loss or damage whatsoever and any monies received from such insurance shall be held by the Customer on trust for the Company:
6.2.4. the Company shall be entitled without prior notice to repossess and resell the Goods if clause 7.1 applies or if any sum due to the Company from the Customer pursuant to any contract or otherwise is not paid in full after the due date for payment and agents and employees of the Company may enter, together with any vehicles which the company considers necessary for the removal of the Goods, upon the premises of the customer or any other premises or locations where the Goods may be located for the purpose of exercising its rights under this clause 6.
6.3. If the Customer sells the Goods in the normal course of its business the proceeds of such sale, whenever any sum due from the Customer to the Company is outstanding pursuant to any contract or otherwise, shall be held by the Customer on trust for the Company.
6.4. The Company shall be entitled to maintain an action against the Customer for the Price notwithstanding that property in the Goods has not passed to the Customer.
6.5. The rights and remedies conferred on the Company by this clause 6 shall be in addition to and shall not in any way prejudice or limit any other rights of the Company.
6.6. Risk in the Goods shall pass to the Customer upon Delivery.
Insolvency by the Customer and breach of contract by the Customer
7.1. This clause shall apply if any of the following events occur or in the opinion of the Company is likely to occur:7.1.1. the Customer commits any breach of the Contract;
7.1.2. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
7.1.3. an encumbrancer takes possession or a receiver is appointed to any of the property or assets of the Customer;
7.1.4. the Customer ceases or threatens to cease to carry on business or any part of its business.
7.2. If this clause 7 applies, without prejudice to any other rights or remedies available to the Company, the Company shall be entitled to cancel the Contract without any liability to the Customer and if the Goods have been delivered but not paid for in full the Price shall become immediately due and payable notwithstanding any prior arrangements to the contrary.
8.1. The Company shall have no liability for faulty or defective goods save to the extent of any warranty available to the Company (be the warranty one given by a manufacturer or any other person) and the Company will if possible assign to the Customer any such warranty to enable the Customer to pursue any claim it may have against the manufacturer or another person provided always that the Company shall have no greater liability to the Customer for faulty or defective goods than the warrantor has to the Company and provided always that the liability of the Company shall in no circumstances exceed the Price of the Goods.
8.2. The Company shall not be liable for any claims other than those falling within clause 8.1 in respect of direct injury loss or damage made by the Customer whether in contract or tort (including negligence on the part of the company, its agents or employees) arising out of or in connection with any fault or defect in the Goods and/or services and any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of this Contract or the breach of a fundamental term thereof) of the Company, its agents or employees (including, without limiting the generality of the foregoing, breach of any condition or warranty whether express or implied by common law, statute or otherwise).
8.3. The Company shall not be liable for any claims for economic loss, loss of production, loss of profit, loss of opportunity, loss of bargain or any other indirect or consequential loss or expense or injury or damage made by the Customer against the Company whether in contract or tort (including negligence by the Company, its agents or employees) arising out of or in connection with any defect, act, omission, neglect or default referred to in clause 8.2
8.4. Nothing in these Conditions shall:
8.4.1. limit or exclude liability in respect of death or personal injury from negligence of the Company, its agents or employees.
8.4.2. limit or exclude any liability which it is prohibited by law so to limit or exclude.
8.5. Subject as expressly provided in these Conditions all warranties conditions or other terms concerned with the condition, suitability, merchantability of the Goods their fitness for any purpose or correspondence with any description or sample, whether expressed or implied by statute, common law, custom, usage or otherwise are excluded to the fullest extent permissible by law.
8.6. The Company shall have no liability and the Customer shall have no remedy (excluding rescission) in respect of any false representation of fact (provided always that the representation was not made fraudulently) made by the Company, its agents or employees prior to the date of the Contract unless the Company has agreed in writing that any such representation shall be a term of the Contract.
9. Price lists, catalogues or other documentation shall be indicative only and the Company shall not be bound by any information (including specifications and prices) contained therein.
10.1. insofar as the performance by the Company of the Contract may be affected by any cause whatsoever beyond the reasonable control of the Company (including, but not limited to, strikes, unavailability of materials or transport, fire, weather conditions, decisions or acts of any government or other authority). The company may elect at its absolute discretion: to terminate the Contract; or, to proceed to perform or to continue to perform the Contract within a reasonable time after the termination of such events or circumstances.
10.2. If the Company makes an election under clause 10.1 the Customer shall accept the Goods or such part of them as are delivered notwithstanding any delay.
11. The Company may cancel this Contract at any time before Delivery by giving notice in writing to the Customer. On giving such notice the Company shall be liable to repay to the Customer any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatsoever arising from such cancellation.
12. These Conditions shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
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