In these conditions “the Company” means Consumabulbs “the Manufacturer” means the Manufacturer of the goods which are the subject of the Contract of Sales and “the Customer” means the party to whom the goods, which are the subject of the Contract are sold.
2. FORMATION OF CONTRACT AND APPLICATION OF CONDITIONS
A quotation issued by the Company does not constitute an offer to supply goods and no order placed in response to the Company’s quotation will be binding unless accepted by the Company in writing.
These terms and conditions apply to the exclusion of and supersede all other terms, conditions and warranties, express or implied, including the exclusion of any conditions of order or purchase of the Customer, unless expressly accepted in writing by the Company as part of the Contract.
3. CREDIT ACCOUNTS
Credit accounts are opened on receipt of satisfactory trading references. Pending confirmation of opening a credit account the Company will supply only on C.O.D.or cash with order terms. Credit terms may be withdrawn without prior notice whether or not there has been a default and payment may be required as pre-condition of delivery, failing which the Company may cancel the Contract and/or suspend delivery pending payment.
LIMITATIONS OF LIABILITY
i) Save as expressly provided by these conditions, the Company shall be under no liability whatsoever in tort or in Contract or otherwise for any loss or damage whatsoever suffered by the Customer or by any third party in relation to the goods supplied under this contract.
No warranty, express or implied is given by the Company as to the quality, suitability or fitness for any particular purpose or use under particular purpose or use under particular conditions of the goods supplied under the Contract, notwithstanding that such purpose or conditions may be known or shall have been known to the Company, save as may be provided by statue.
The Company shall not in any circumstances be liable for any damages, compensation, losses or other liabilities whether direct or consequential.
The Company warrants that it will, so far as it is able to do so, give the Customer the benefit of any express guarantee or warranty by the Manufacturer or Supplier of the goods and of any rights which the Company has against the Manufacturer or supplier.
The Company warrants that, where it is unable to give the Customer the benefit of any express guarantee or warranty by the Manufacturer or supplier, it will (at the Company’s option) either replace or repair any goods which are found within 4 weeks of delivery to the Customer to be defective provided any such defect is notified to the Company within 7 days of the date on which such fault was discovered or ought reasonably to have been discovered and the defective goods, if so requested by the Company, are returned carriage paid by the Customer to the premises of the Company.
The Customer’s remedies in respect of any claim against the Manufacturer or supplier as aforesaid or under this foregoing express warranty or any claim in respect of the goods (whether or not involving negligence or breach of contract on the part of the Company) shall be limited to the enforcement by the Customer, of the above mentioned liabilities of the Manufacturer or supplier or replacement or repair as aforesaid and any condition or warranty implied by law shall cease to apply after the expiry of the warranty period.
The aforesaid warranties shall be rendered invalid by any any misuse of the goods or the use of the goods after any defect has been or ought reasonably been discovered.
This warranty is not capable of assignment by the Customer.
RETENTION OF TITLE
The property in the goods will not pass to the Customer until payment for the goods has been received by the Company in full and the Customer warrants that, until the time payment is received by the Company, it shall store the goods in such a way that they are separately identifiable. The Customer is entitled prior to the time of payment to use the goods in the normal course of its business or to sell the goods to third parties in the normal course of its business on behalf of and for the account of the Company (but so as not to be deemed to be the agent of the Company) on the condition that the goods or any articles manufactured from or incorporating the goods are and remain the property of the Company as aforesaid and any amounts received from third parties for the goods or any of the said articles are held by the Customer for the account of the Company as trustee for the Company, pending payment in full to the Company and the Customer hereby assigns to the Company all rights and claims that the Customer has against any such said third party.
The risk in the goods will pass to the Customer at the time of delivery.
The time of delivery is the time at which the goods are ready for transportation from the premises of the Manufacturer or supplier or, where delivery is to be made from the premises of the Company, from the premises of the Company.
The Company will use its reasonable endeavours to ensure that goods are ready for delivery at the time agreed but time is not of the essence for delivery and the Company shall not be liable for non-delivery or delays caused by the Manufacturer or supplier of the goods, intervention of Government, fire, accident, Act of God or other force majeure.
The Customer shall not be entitled to repudiate the Contract or order by reason of any delay in delivery or to cancel any order from the Customer or to reject any delivery.
Cancellations or amendments to order may not be made by the Customer without the Company’s agreement in writing and upon terms which will indemnify the Company for its loss.
The Company reserves the right to make delivery by instalment and each instalment shall be deemed to be sold under separate conditions and no failure of or delay of any instalment not any defect in the contents thereof shall entitle the Customer to treat the Contract as repudiated with regard to any remaining instalments.
Non-delivery of goods must be notified in writing to the Company within 7 days of anticipated arrival. Partial delivery must be reported in writing to the Company within 3 days of delivery.
Items included in the Company’s regular stock range will be accepted for return only with the prior written agreement of the Company (providing these are unused and remain in their original packaging). Non-stock items or specially manufactured items will not be accepted for return unless the Manufacturer concerned gives his prior written agreement. However, in all cases of goods returned an inspection, handling, re-working and re-packing charge will be deducted from the credit due to the Customer which will normally be based on the price originally paid. The re-stocking charge ad any sums unpaid in respect of the returned goods will be payable by the Customer at the time of return.
The Company accepts no responsibility for any damage or loss in transit.
A carriage and packing charge will be payable by the Customer on all orders having a net invoice value below the Company minimum from time to time unless expressly waived by the Company.
In addition to the price quoted the Customer shall pay any charges incurred by the Company in respect of the transportation of the goods from the premises of the Manufacturers to the Company and/or the Customer including but not limited to import and customs duty, storage and forwarding charges.
If the cost of the goods to the Company shall increase at any time between the date of quotation and payment in full by the Customer by reason of fluctuation in exchange rates, increase in the Mnaufacturers price, variation in rates of duty or any other reason whatsoever, the Company shall be entitled to increase the price of the goods to the Customer to take into account of such increase in costs. The Company may amend the price to take into account any accidental error therein or any variation in the Contract agreed with the Customer.
Prices are subject to change without notice and goods will be invoices at prices ruing at date of despatch. VAT where applicable will be charges in addition.
Terms of payment are nett cash within 30 days of receipt of goods or the date of invoice whichever is the latter. These terms shall be strictly adhered to and no variation will be permitted unless expressly agreed in writing by the Company. The Company shall be entitled to charge interest at Lloyds Bank Base Rate (from time to time) plus 5% per annum on overdue amounts.
The Customer shall not be entitled to and shall not make any deduction from any payment due to the Company.
In regard to payment time shall be of the essence and due payment of the price and each instalment thereof shall be a condition precedent to the liability of the Company in respect of the goods and to the warranty in respect thereof.
Failure to pay for any goods or for any delivery or instalment shall entitle the Company to suspend further deliveries on the same order and on any other order from the Customer without prejudice to any other right the Company may have.
The Company reserves the right to vary from time to time the specification of goods as set out in its catalogues or other literature and the Customer shall remain bound to accept delivery thereof unless the variation shall be fundamental to the performance of the goods.
If any distress or execution is threatened or levied upon the Customer, his property or if the Customer makes or offers to make any composition with creditors or commits any act of bankruptcy or has a receiving order made against him or, commits any act of bankruptcy or has a receiving order made against him or, being a limited company if the Customer is liquidated or wound up or have a petition for winding up presented against it or pass a resolution for a voluntary winding up (otherwise than for the purpose of a reconstruction) or if a receiver is appointed then, without derogating from any rights of the Company and without discharge or prejudicing any pre-existing liability of the Customer to the Company the Contract and all other contracts between the Customer and the Company shall be determined absolutely and accept as herein mentioned neither party shall have any rights under this agreement.
If at any time the Customer shall default in the punctual payment of any sums due hereunder, the Company may without prejudice to its claim for sums due or for damages for breach of this agreement terminate the Contract and any other contract between the Customer and the Company.
In the event of determination under (I) above or termination under ii) above and without previous notice demand and notwithstanding that the Company may have waived some previous default of the Customer, the Customer will pay to the Company.
All sums owing to the Company under the contract and any other contracts whether due for payment or not.
interest at the rate of 1˝% per month from the date of determination (the Customers liability hereunder being deemed to have arisen immediately before and not after determination of the Contract) until payment.
By way of agreed damages for the further loss to the Company the sales value of all outstanding orders placed by the Company with the Company less an amount equivalent to the purchase cost to the Company of the goods the subject of the orders.
PROPER LAW These conditions shall be governed by English Law and subject to the jurisdiction of the English Courts.