STANDARD TRADING CONDITIONS of TayLec ("the Company")
1.1 All quotations are made and all orders are accepted subject to these conditions. These conditions override and exclude any standard terms and conditions put forward by the customer.
1.2 The written contract comprised by the Company's quotation (incorporating these conditions, any agreed special conditions, the Customer's order and the Company's confirmation of order constitute the entire agreement between the Company and the Customer and may only be varied in writing signed (in the case of the Company) by one of its Directors or under the authority of a Director. All previous verbal or written negotiations or representations by or on behalf of either the Company or the Customer are superseded.
1.3 The contract is not assignable.
1.4 Information contained in the Company's advertising literature is provided for general guidance only.
1.5 The contract is subject to English law and to the non-exclusive jurisdiction of the English Courts.
2.1 Goods will be delivered to the location specified in the Customer's order.
2.2 Unless specifically agreed in writing, any date for delivery specified by the Company is an estimate only and any failure to deliver goods by that date shall not constitute a breach of contract or negligence, nor shall the Company be liable for the consequence of delay.
Risk shall pass to the Customer and the Customer is responsible for all loss, damage or deterioration to the goods:
3.1 if the Company delivers the goods by its own transport - at the time when the goods are off-loaded at the place of delivery; or
3.2 if the Company does not itself effect delivery - when the goods leave the Company's premises; or
3.3 in a case where the Customer is to collect the goods, and if earlier - 7 days after notification by the Company that the goods are ready for collection. Any storage of goods on the Company's premises after the expiry of this period of 7 days is at the Customer's risk.
4. Retention of Title
4.1 Title to goods sold does not pass from the Company to the Customer until the invoice price, and any other money which is due and payable by the Customer to the Company at the date of this contract, has been paid in full and, until such time, the goods are in the possession of the Customer as bailee in a fiduciary capacity for the Company. In those circumstances, the Customer has no right, as against the Company, to incorporate the goods in any manufacturing process or to resell them and the Customer will, if required by the Company, store the goods separately from goods which belong to the Customer. If the Customer re-sells the goods before the invoice price and other money which is due and payable by the Customer at the date of this Contract has been paid in full, then the Company has the right to the proceeds of sale (or a part of the proceeds sufficient to discharge those sums) which the Customer agrees to hold in trust for the Company.
4.2 The Customer shall permit the employees or agents of the Company to enter the Customer's premises to repossess goods subject to this retention of title. In the event of the goods being at the premises of a third party by the direction of the Customer then the Customer shall, if required by the Company, remove the goods and return them to the Company immediately.
5.1 The price quoted by the Company is its current ex-works price. The Company reserves the right to revise the contract price of goods at the date of despatch to take account of increase in costs including (without limitation) currency fluctuations, wages, materials, transport and overheads between those prevailing at the date of the contract and those at the date of despatch.
5.2 In the event of any alteration being required by the Customer in design or specification the Company shall be entitled to make an appropriate adjustment to the contract price corresponding to such alteration.
5.3 Unless instructed to the contrary by the Customer, the Company will pack, and make arrangements for the delivery of, the goods and insure them in transit. Charges for these items will be included in the invoice to the Customer.
5.4 All prices are subject to VAT at the current rate applicable at the tax point.
6.1 Each consignment shall be separately invoiced and paid for.
6.2 Payment is due in full on delivery of the goods, or on the expiry of any agreed extended payment period. If the price is payable by instalments and any amount is not paid on the due date the whole outstanding balance becomes immediately due and payable. Once the price (or any part of it) has become due and payable, it is recoverable by action, notwithstanding the retention of title provision contained in these conditions.
6.3 Interest is chargeable on a day to day basis on all overdue amounts at the rate (as well after as before any judgement) of 4% per annum in excess of the Base Rate for the time being of Lloyds Bank Plc.
7.1 Subject to Clause 9 the Customer shall have no claim for shortage or defects unless:
7.1.1 the Customer inspects the goods and a written complaint specifying the shortage or defect is made to the Company within 3 days of delivery of the goods (in the case of shortage, or visible defects) or as soon as possible after discovery of the defect (if it was not visible at the time of delivery); and
7.1.2 the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods
7.2 Notwithstanding the periods provided in condition 7.1 for making claims, the Company will not (subject to Clause 9) accept liability for notifying carriers of, nor will it have any liability to the Purchaser for, any claim for shortage or defect, or for any loss, damage delay in transit, mis-delivery, unless the Customer puts the Company in a position to comply with the claims procedures under the carrier's conditions current at the commencement of transit.
7.3 The Customer shall not be entitled to any claim in respect of any repairs or alterations to goods undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
8.1 Subject to the Unfair Contract Terms Act 1977 and the Warranty given under Clause 9, all implied terms, conditions and warranties are excluded and the Company's liability in relation to any claim (whether for breach of contract or in tort) shall not, in any circumstances, exceed the invoice price of the goods, nor shall the Company be liable for any consequential or indirect loss or damage. In particular, but without prejudice to the generality of the foregoing, no representation is given by the Customer, nor is any condition to be implied, that the goods cannot be circumvented, comprised or rendered inadequately or ineffective, nor that the goods will or may prevent personal injury or property loss or damage by burglary, robbery, theft, malicious damage, fire or otherwise or that the goods will provide complete or adequate warning or protection against any such matters.
8.2 In the event of the conditions of the goods being such as might, or would (subject to those conditions), entitle the Customer to claim damages or to repudiate the contract the Customer shall not do so immediately but shall first ask the Company to repair the goods or supply replacements. The Company shall be entitled, at its option, to repair the defective goods or to supply replacements free of charge within a reasonable time. If the Company does repair the goods or supply replacements, the Customer shall accept them and the Company shall be under no liability in respect of any loss or damage whatsoever arising from, or consequent upon, the initial delivery of the defective goods or from any delay before the defective goods are repaired or the replacements are delivered.
The Company warrants to the Customer that the goods will remain free from faulty components, materials and workmanship for a period of 1 year from the date of purchase. During that period the Company will repair or replace (at the Company's option) any faulty parts provided that:-
9.1 The goods are returned to the Company with evidence to the date on which they were purchased; and
9.2 The goods have not been misused, handled carelessly or installed contrary to their installation instructions; and
9.3 No repairs have been carried out on the goods other than by the Company's staff or authorised service and repair agents.
This Warranty confers no rights other than those set out above.
10. Rights on Customer's Default or Insolvency
Without prejudice to any other rights which it may have against the Customer, the Company may rescind the contract, in whole or in part, or suspend deliveries under it, or of any other goods, in any of the following circumstances:
10.1 if any sum is due from the Customer to the Company under the contract (or on any other account) but is unpaid; or
10.2 if the Customer is in breach of any provision of the contract; or
10.3 if the Customer becomes bankrupt or insolvent or enters into any composition or arrangement with the Customer's creditors, or in the event of a resolution being passed or proceedings commenced for the liquidation of the Customer (other than for a voluntary winding-up for the purpose of reconstruction or amalgamation), or if a Receiver, Administrative Receiver and/or Manager is appointed over all, or any part, of the Customer's assets or undertaking.
11. General Lien
Without prejudice to any other right which it may have against the Customer, the Company shall have a general lien over any property of the Customer which is in the Company's possession, in respect of all unpaid debts due to it from the Customer. The Company shall be entitled to dispose of that property as it thinks fit, after the expiration of 14 days' prior notice to the Customer, and to apply the proceeds of sale in, or towards, payment of those debts.
12. Force Majeure
The Company shall be under no liability if it is prevented from, or delayed in, carrying out the whole or any part of the contract for any cause beyond its control.
13. Customer's Warranty
The Customer warrants that these Conditions are freely accepted in the knowledge and on the basis that:
13.1 the price charged for the goods would be higher if the Company were under any liability, or potential liability, than as set out in these conditions; and
13.2 any liability or potential liability on the Company other than as set out in these Conditions would be disproportionate to the contract price of the goods.
13.3 a properly installed and maintained alarm system may only reduce the risk of burglary, robbery, theft damage or fire without warning, but is not a guarantee that such will not occur nor that there will be no or less personal injury or property loss or damage as a result.