(a) These terms and conditions shall apply to all trading between Hampshire Plumbing Supplies Ltd. hereafter called "the company" and the customer. Acceptance of your order is conditional upon acceptance by you of the following conditions which override all other terms or conditions inconsistent therewith, expressed implied or otherwise.
(b) Variation of these conditions shall only be binding if agreed by a Director in writing. Any stipulation or condition on a customer's order form shall be deemed to be inapplicable to any order placed with us unless expressly agreed by a Director in writing when acknowledging the order in question.
1. Payment shall be in cash or cheque with order, or by credit card with order. In the event of subsequent non-payment by a Credit Card Company for any reason the whole of the price for all goods sold by us to the customer, whether under this or any other contract, shall immediately become due and payable and we reserve the right, at our option to cancel or postpone the further performance of our obligations, whether under this or any other contract. We reserve the right to charge interest on all sums outstanding together with any costs associated with the recovery of goods delivered.
2. Prices quoted in our price lists are those ruling at the date of publication and are not to be taken as firm quotations; they are subject to alteration without notice and all goods will be invoiced at the price ruling at the date of dispatch. Notification of price changes will be given prior to processing any order. Fixed prices cannot be quoted except so far as we can obtain corresponding fix of our buying price from the manufacturer. Quotations are only valid if they are provided on our official quotation forms.
We shall be entitled to revise our quotation, whether or not we have quoted a fixed price:
(a) if the manufacturer's price to us is increased:
(b) if we sustain increased costs after the quotation in obtaining handling or supplying the goods;
3.1. (a) Unless otherwise expressly provided herein the risk in the goods shall pass on delivery.
(b) Title to the goods shall remain vested in the Company after delivery until payment of all sums (whether arising out of this or any other contract) has been made in full to the Company.
3.2. As long as title to the goods remain vested in the Company and the goods are in the possession or under the control of the Purchaser the following provisions shall apply
(a) The Purchaser may (unless otherwise notified by the Company in writing) use sell or otherwise deal with the goods in the ordinary course of business.
(b) The Purchaser shall store the goods separately from other goods and clearly identified as the Company's property.
(c) The Company may at any time on giving prior notice enter the premises of the Purchaser for the purpose of inspecting the goods and identifying them as the Company's property and the Purchaser irrevocably authorises the Company to enter upon its premises for that purpose.
(d) The Company may at any time demand in writing that the goods be returned to it forthwith and may retake possession of the goods in the event of failure to comply.
(e) Without prejudice to the generality of paragraph (d) the Company may without making prior demand retake possession of the goods in any of the following circumstances:-
(i) if the Purchaser makes default of any sum referred to in sub-clause (1 ) above.
(ii) if the Purchaser becomes bankrupt or insolvent or has a receiving order made against it or compounds with its creditors or being a corporation commences to be wound up (other than a members voluntary winding up of a solvent company for the purposes of amalgamation or reconstruction) or has a Receiver appointed in respect of the whole or any part of its undertaking or assets.
(f) The Purchaser irrevocably authorises the Company to enter upon its premises for the purpose of repossessing the goods in accordance with the foregoing provision.
(g) If goods are returned or repossessed in accordance with foregoing provisions the Company shall repay to the Purchaser any sums received from the Purchaser in part payment of the price of the goods up to a maximum amount equal to the current market value of the goods returned or repossessed in their condition at the time and after deducting all costs and expenses of the Company in having the goods returned or repossessed and subject also to any right of set off the Company may have in respect of other sums owing by the Purchaser to the Company.
4. (a) Offers for delivery from stock are made subject to goods remaining available for sale on receipt of order.
(b) We shall use our reasonable endeavours to deliver the goods by the final date for delivery specified in the contract or, where no such date is specified, within a reasonable time but shall not be under an absolute obligation to make such delivery.
(c) Without prejudice to the generality of sub-clause (b) above, we may suspend or delay delivery of the goods or any installment or part thereof in the event of industrial dispute or other circumstances when such other circumstances are beyond our reasonable control.
(d) Any time described as an estimate shall not be construed as a time fixed by the contract.
5. Goods sold and delivered may not be returned without authorisation from the Company and our staff are not allowed to accept goods for return unless this has been agreed to by the Company and our official collection note has been issued. In all cases, where a request is made for goods to be returned, the invoice number and date on which the goods were supplied must be quoted together with reasons for the request, in all cases, a restocking charge may be made. If we agree to accept for re-stocking goods surplus to requirements or goods which have been ordered in error, they must be returned within four weeks of the date of supply.
6. Only goods referred to in our price list will be accepted for return with the exception of items of furniture. Orders for items of furniture may not be cancelled once full payment is received nor my items be returned. Non-stock items or goods especially ordered from suppliers on behalf of customers cannot be returned without the prior permission of the supplier.
7. Goods for re-stocking will only be accepted if they are undamaged in saleable condition and any packing material remains unbroken.
8. Cancellation of orders for goods not included in our price list or ordered especially from other suppliers cannot be accepted.
9. Delivery shall he deemed to take place when goods are off-loaded at customers site, or loaded onto customers transport. Goods left at unattended sites are entirely at the risk of the customer. When goods are offered for delivery to site, our obligation is to deliver as near to the site as a safe hard road permits. We do not undertake to deliver or collect any load over roads or ground which in our discretion we consider to be unsuitable. If a vehicle used for performing our contract with any customer delivers or collects a load off the public highway, the customer is to be solely responsible (or any damage or accident and is to indemnify us fully in respect thereof. We reserve the right to charge for delivery.
10. In the event of goods or any packing or container being delivered and deposited whether on the public highway or elsewhere the customer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property in relation to such goods packing or container and shall indemnify us in respect of all or any cost claims losses or expenses which we may incur as a result of such delivery.
11. The customer shall inspect the goods forthwith on delivery thereof and shall within fourteen days from such delivery notify us giving particulars of any matter of thing by reason whereof the customer alleges that the goods are defective or otherwise do not conform with the contract.
12. (a) We shall at our option refund the purchase price repair or replace free of charge goods damaged in transit to the place of delivery provided that the customer has within seven days of the date of receipt given notice to us any such damage, failing which we shall not be liable to so repair or replace the damaged goods and the goods shall be deemed to have been delivered undamaged.
(b) We shall replace goods lost in transit to the place of delivery provided that the customer has:
(i) where some part of the goods has been received, within seven days of the date of such receipt, or
(ii) where all of the goods have been so lost and the customer has been or is given notice of the date by which they might be expected to be received or by which they should have been received, within fourteen days of such date given notice to us of any such loss, failing which we shall not be liable to replace the lost goods and all of the goods shall be deemed to have been duly delivered.
(c) The liability imposed on us in this clause shall be accepted by the customer in substitution for all or any other liability on our part arising from the delivery of goods damaged in transit or non-delivery of goods in consequence of loss in transit.
13. (a) We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerances specified or agreed to by us, in an agreed sum as liquidated damages.
(b) We do not hold out as offering any skill or expertise in the selection of suitability or any of the goods which we sell to you, and accordingly you assume the entire responsibility for ensuring that goods ordered by you are sufficient and suitable for your purpose.
14. (a) Without prejudice to the provision of clause 12 above, if within twelve months after delivery there shall appear in the goods any defect which shall arise under proper use from faulty materials, workmanship or design (other than a design made, furnished or specified by the customer) and the customer shall give notice thereof in writing to us we shall, provided that the detective goods or defective parts thereof have been returned to us if we shall have so required, make good the defects either by repair or, at our option, by the supply of replacement, or alternatively at our absolute discretion we shall refund the purchase price of the defective goods or parts in question. We shall refund the cost of carriage on the return of the defective goods or parts.
(b) Our liability under this clause shall be accepted by the customer in lieu of any warranty or condition whether express or implied by law, as to the quality or fitness for any particular purpose of the goods and save as provided in this clause we shall not be under any liability to the customer (whether in contract, tort or otherwise) for any defects in the goods or for any damage, loss, death or injury (other than death or personal injury by our negligence as defined in Section 1 of the Unfair Contract Terms Act 1977) resulting from such defects or from any work done in connection therewith. For the purpose of this sub-clause we contract on our own behalf and on behalf of and as trustees for our sub-contractors, servants and agents.
(c) For the avoidance of doubt, we shall not be liable to the customer whether by way of indemnity or by reason of breach of contract or negligence or of breach of statutory duty, for any consequential loss or special damages (which, without prejudice to the generality of the foregoing, shall include loss of use, whether complete or partial, of the goods, or of profit of any contract) that may be suffered by the customer.
15. Unless stated, all quotations and offer prices are exclusive of Value Added Tax. V.A.T. will be added to all invoices at the rate applying at the appropriate tax point.
16. Every contract to which these conditions apply shall be construed and operate as an English contract and in accordance with English Law and all disputes shall be submitted to the jurisdiction of the English Courts.