STUART CANVAS LIMITED (“the Company”)
TERMS AND CONDITIONS OF SALE
1.1 The definitions in this condition apply in these conditions. Buyer: the person, firm or company who purchases the Goods from the Company; Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions; Delivery Point: the place where delivery of the Goods is to take place under condition 4;Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
2. Application of Terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions. 2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory for and behalf of the Company. 2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. 2.5 Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business. 4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 The buyer has 5 working days to make a written complaint about goods they have received if damaged in transit. Any complaints due to damaged goods received after the 5 working days from acceptance of delivery the company can not be held liable. 4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: 4.5.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); 4.5.2 the Goods shall be deemed to have been delivered; and 4.5.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.1 The Company shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. 6. Risk/title 6.1 The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods. 6.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall: 6.2.1 hold the Goods on a fiduciary basis as the Company’s bailee; 6.2.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; and 6.2.3 maintain the Goods in satisfactory condition. 6.3 The Buyer’s right to possession of the Goods shall terminate immediately if: 6.3.1 the Buyer commits any act of insolvency; or 6.3.2 the Buyer encumbers or in any way charges any of the Goods. 6.4 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery. The price list shall be reviewed every 6 months. 7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. 7.3 The Company reserves the right to make an additional charge for any extras ordered and not specified in the quotation and also for the expense of all inspection tests alterations or additions for any other work undertaken at the Buyer’s request. 7.4 The installation after delivery of any apparatus that the Company has to install is an extra to contract price unless otherwise expressly specified in the quotation.
8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling within 30 days of the date of invoice.
8.2 The Company reserves the right at its discretion to require on order by the Buyer a deposit or full payment of the Price. 8.3 Time for payment shall be of the essence. 8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. 8.5 The Buyer shall make all payments due under the Contract in full without any deduction. 8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of two% above the base lending rate from time to time of Allied Irish Bank, accruing on a daily basis until payment is made, whether before or after any judgment.
8.7 If the Buyer has failed to pay any sum or sums due pursuant to the Contract by the due date, the Buyer shall pay and fully indemnify the Company in respect of all costs which the Company incurs in enforcing the collection of such sum(s) including legal costs and expenses.
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. 9.2 The Company shall comply with its statutory obligations in relation to the quality of the Goods and shall, subject to such obligations, only accept returned Goods at its discretion.
10. Limitation of Liability
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company to the Buyer in respect of: 10.1.1 any breach of these conditions; 10.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods. 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 10.2.1 Nothing in these conditions excludes or limits the liability of the Company for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or 10.2.2 for fraud or fraudulent misrepresentation. 10.3 Subject to condition 10.2: 10.3.1 the Company’s total liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and 10.3.2 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, which arise out of or in connection with the Contract.
11.1 The Company may assign the Contract or any part of it to any person, firm or company. 11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 13.2 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 13.3 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax: 14.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or 14.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer. 14.2 Communications shall be deemed to have been received: 14.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or 14.2.2 if delivered by hand, on the day of delivery; or 14.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 14.3 Communications addressed to the Company shall be marked for the attention of Edward Stoddart.