CONDITIONS OF TRADING
1. All quotations and contracts as between CONNECT- Unit 93 Hallam Way, Old Mill Park. Mansfield Woodhouse. Notts. NG19 9BG. ( hereinafter called the Company) and its Customers shall be subject to these Conditions of Trading to the exclusion of any conditions of trading which a customer may purport to impose. They shall be valid and binding only if made in writing and shall be conclusively presumed to be made between principals.
2. Prices are based on costs ruling at the date of first quotation. If between such date and the date of supply there is any variation in the total cost of materials, labour, overhead expenses, transport or any other costs connected with the manufacture or delivery of the goods the Company shall be entitled to vary the price in proportion to the amount of such variation.
3. Orders may not be cancelled in whole or in part without the Company’s consent.
4. Order completion dates quoted by the Company are given in good faith but the Company shall not be liable for failure to complete on the specified date or dates. If the contract calls for work to be carried out in instalments each instalment shall be deemed to constitute a separate contract. Any defect in any instalment or failure in complete any instalment shall not give the Customer the right to cancel future instalments.
5. Deliveries may be totally or partially suspended by the Company during any period in which it may be prevented or hindered from manufacturing, supplying or delivering by normal route or means of delivery, the goods covered by the contract through any circumstances outside the control of the Company, including the breakdown of plant, shortage of raw materials and shortage of labour. The Company shall not be under any liability to the Customer through any failure to deliver or complete in such circumstances without prejudice to the generality of the foregoing.
6. The Customer shall indemnify the Company against any costs, claims or expenses arising out if any action for infringement or alleged infringement of any patent, trade mark, registered design, copyright or any other claim resulting from compliance with the Customer’s instructions express or implied.
7. The risk in the goods shall pass to the Customer at the point of delivery named on the contract and the Company shall have no responsibility in respect of the safety of the goods thereafter. Accordingly, the Customers should insure the goods against such risks as the Customer deems appropriate.
8. Not withstanding delivery, property and ownership in the goods shall remain in the Company until the Customer has paid for the goods in full and the following provisions shall accordingly apply.
(a) Payments shall be applied to the Customer invoices in the order in which they are issued and to goods in the order in which they are listed on invoices provided that when goods are delivered to the Customer and the Customer pays only for a part thereof then any of those goods which are stored by the Customer shall (so far as applicable) represent the unpaid goods.
(b) The Customer shall store the Company’s goods separately from all other goods and shall clearly mark them as remaining the property of the Company.
(c) The Customer shall not:
(I) Pledge the goods or their documents of title or allow any lien to arise on the goods.
(ii) Deal with or dispose of the goods or their documents of title other than by a sale to an independent purchaser buying for the full value in the ordinary course of the Customer’s business.
(iii) Hold itself out as the Company’s agent in respect of the goods.
(d) If the Customer shall subsequently dispose of goods it shall hold the proceeds on trust for the Company.
(e) If the Customer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to immediate return of all goods sold to the Customer or their documents of title in which the property has not passed to the Customer and the Customer hereby authorises the Company to recover the goods or documents and to enter any premises of the Customer for that purpose. Demand for or recovery of the goods or document by the Company shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the goods or the Company’s right to sue for the whole of the price.
(f) Title of the goods does not pass until all monies due to CONNECT have been fully paid for. The Company reserves the right to recover any goods fully paid for , as supplied previously by the Company, in lieu of any unpaid goods due to late payment and or administration proceedings.
9. Time of payment shall be of the essence of the contract. Unless otherwise agreed in writing. All prices are strictly net cash and accounts relating to goods invoiced on or before the last day of one month are payable by the 20th day of the following month. Accounts not paid by the due date shall be liable to administration costs and bear interest from the expiration of such date at 3% per annum above the Bank of England minimum lending but not less than 5% per annum. Payment of accrual of interest shall neither prejudice proceeding for recovery of any account due nor prejudice any other right the Company may have.
10. No deductions from its account will be allowed by the Company unless it has agreed to them in writing.
11. The Customer must advise the carrier and the Company in writing (otherwise than by a qualified signature on the Carrier’s delivery note) within the following time limits. (a) Partial loss or damage of any separate part of a consignment within three days of the delivery of the consignment or part of the consignment. (b) Non – delivery of whole or part of a consignment within fifteen days of despatch.
12. All claims against the Company arising out of transactions governed by these Conditions shall be made within three months from the date of invoice. The Company shall not be liable for any defect of any kind of which it has not been notified in writing by such date. The Company shall not be bound in any way by any settlement between the customer and his customer, or by any survey or award as between then, unless the Company has agreed or been party thereto. In no other case shall a claim be entertained unless the Company has been given an opportunity of examining the goods, carrying out suitable rectification work, and unless, before the goods were disposed of, an understanding in regard thereto had been confirmed in writing.
13. The company shall not be liable for any loss or damage in respect of the goods howsoever arising unless such loss or damage is due to the wilful neglect or default of the Company.
14. The goods delivered hereunder are not delivered subject to any term or condition in respect of their merchantable quality or fitness for purpose or otherwise and any such terms or conditions which may be implied by statute or otherwise are hereby specifically excluded.
15. The foregoing Conditions of trading shall in all respects be construed in conformity with English Law and unless otherwise arranged be subjected to the jurisdiction of the English Courts.