General Conditions of Sale.
These Conditions shall apply to a contract (“the Contract”) for the provision of goods by M.E. Duffell Limited (“the Company”).
1. PRICE AND PAYMENT
1.1 The price of the goods shall be at the price ruling at the date of dispatch and shall exclude Value Added Tax.
1.2 The Company reserves the right to vary the price of the goods without giving prior notice to the buyer.
1.3 Where no other terms of payment have been specifically agreed in writing payment is to be made in full in cleared funds within 28 days from the last day of the month of the invoice (‘the Due Date’).
1.4 It is agreed that time is of the essence for making payment of the price under the Contract and all other sums due hereunder. If the buyer fails to make payment on the Due Date then without prejudice to any other right or remedy available to the Company, it shall be entitled to:
1.4.1 Cancel the Contract and/or suspend any further deliveries to the buyer; and
1.4.2 Charge the buyer interest (before and after any judgment) on the amount unpaid at the rate of 4% per annum above Barclays Bank Plc base rate from time to time until payment in full is made; or
1.4.3 Charge interest to the buyer in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)
2. DELIVERY AND RETURNS
2.1 Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any loss suffered by the buyer arising from any delay in the delivery of the goods.
2.2 Carriage will be paid on all orders to England in excess of £100. Carriage will be charged on all other orders.
2.3 Delivery shall take place and risk shall pass to the buyer upon the earliest of the following:-
2.3.1 The Company handing the goods to the buyer or its agent at the Company’s premises, or
2.3.2 The goods leaving the Company’s premises, or 2.3.3 on the 7th day following notification to the buyer that the goods are ready for dispatch.
2.4 The buyer shall within 7 days of the date of the invoice, notify the Company of any alleged defect damage, failure to comply with description, delivery failure or discrepancy or any missing items, components or products. If the buyer shall fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the Contract free from any defect or damage and the buyer shall be deemed to have accepted the goods
2.5 The buyer shall be responsible for obtaining all necessary licences and permissions for the import of the goods into the country of destination
2.6 Except Specials, goods which are to be returned must be notified to the Company as soon as reasonably practical. Returns shall only be accepted in the Company’s absolute discretion and a handling charge of 20% of the price shall be levied against any returns except where the Company has dispatched the goods incorrectly and the goods are returned to the Company in the same condition as they were dispatched
Specials are items which are not normally stocked by the Company or items which are subject to locksmith work such as keying alike, master keying and key cutting. Specials are subject to additional carriage charges and a delivery time up to 12 weeks from the date that they are ordered from the manufacturer. Specials may not be returned and once ordered cannot be cancelled or amended.
4.1 The Company shall be under no liability in respect of any defects arising from the buyer’s negligence, abnormal conditions, failure to follow the manufacturer’s instructions, misuse, alteration or repair of the goods.
4.2 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the Company’s negligence or that of its employees or agents or otherwise) which arise out of or in connection with the supply of goods or their use or resale by the buyer except as expressly provided in the Conditions
4.3 Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by Law
4.4 The buyer shall indemnify the Company against all claims, losses, costs and expenses made against or suffered by the Company arising from or incurred by reason of any loss injury of damage suffered by a third party and arising out of the buyer’s use of the goods
4.5 The Company’s liability hereunder for any delay in performing or any failure to perform any of its obligations in relation to the contract shall be limited to the price of the goods.
5. TITLE AND RISK
5.1 Risk of damage to or loss of the goods shall pass to the buyer upon delivery of the goods in accordance with clause 2 above
5.2 Notwithstanding delivery and the passing of risk in the goods or any provision of these Conditions the legal and beneficial title to the goods shall not pass to the buyer until the Company has received in cleared funds payment in full of the price and VAT and the price of all other goods agreed to be sold by the Company to the buyer for which payment is then due
Without prejudice to any other right or remedy available to the Company, it shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability on its part in the event that the buyer makes any arrangement with its creditors, becomes insolvent or the Company reasonably believes that it may do so.
7. FORCE MAJEURE
The Company shall not be liable for delay or non-delivery by reason of (but without limitation) acts of God, lock-outs, labour disturbances, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure products required for the performance of the Contract, riots, malicious damage, civil commotion, trade disputes, government action, fire, floods, drought, break down of machinery, war or any other cause beyond the Company’s control
8.1 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part then such provisions shall apply with such modification (if possible) as may be necessary to make it valid and effective and the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby
8.2 Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any terms of this Contract
8.3 The buyer shall not be entitled assign the benefit of the Contract
8.4 The Contract shall be governed by the Laws of England and subject to the jurisdiction of the English Courts