Your order is an invitation to supply; we will consider it only on the basis that you waive any terms in it which are inconsistent with ours. Receipt of your order whether in writing, fax or telephone call makes the contact.
Our acknowledgement of order (if applicable) is an offer to sell only the goods identified in it at those prices and on those terms. As it is based on your order, it will be treated as accepted and the contact made unless we receive your written cancellation within four working days of its receipt
All goods supplied by us are sold on these terms and those on the acknowledgement of order, only our Directors are able to vary them and then only in writing.
If the goods are to be delivered in stages each instalment will be treated as a separate contract.
Orders or contracts can only be varied or cancelled with our written consent. This consent assumes that: 1) Goods have not yet been despatched & 2) You will bear any loss that we have incurred.
If we agree to cancel or vary a contract after we have bought or manufactured goods for it we may charge a cancellation fee to compensate us for the expenses of disposal.
If we are dependent on a supplier who fails to supply a necessary component of the goods we will tell you and (if we are able to) offer you an alternative, or we do not get your written approval to it (within seven days) the contract will be void, but only for those goods.
The price includes packaging & delivery unless an ex-works price has been quoted or your order that part of your order falls below our Carriage Paid value.
The price excludes VAT.
If we suffer a majour cost increase we may increase the price; if so we shall tell you as soon as possible.
You must pay us by the end of the month following the invoice date if you have an approved credit account.
If you do not have an approved credit account you must pay is on demand, which usually will be before the goods are delivered.
We may change the limit on an approved credit account at any time. If the limit is exceeded the excess must be paid immediately.
We may charge interest on late payments at 8% per month (or part). Interest accrues daily and runs before & after judgment. If you pay late you must also pay (in full) any legal expenses incurred by us.
You may not withhold payment because of any dispute or claim any set-off.
We may apply any payment to any invoice and ignore any contrary instructions given by you.
We shall arrange despatch to the delivery address named on your order and on our records as quickly as possible or by the date you specify if it is reasonable.
The delivery date named on the acknowledgement of order (if applicable) is out best estimate only. You may not reduce the price or make any claim against us if the goods are delivered after that date. If we do not deliver by that date we shall use our best efforts to deliver within a reasonable time afterwards.
We may deliver in stages and invoice you separately for each stage. Each stage will be treated as a separate contract.
If the quantities of goods delivered vary from the acknowledgment of order you must pay for them at contract rate.
If you ask us to delay delivery we will do so if we can, but may charge you for storage.
You give us (our employees and agents) the right of access to all premises under your control to deliver, inspect or remove goods. That right may not be revoked until you have paid all that you may owe us.
Goods to be collected by yourselves or your agents will be invoiced on the due collection date as stated in the acknowledgment of order. We reserve the right to deliver and charge carriage if the goods are not collected within 10 days of the due collection date.
Goods are not offered on a sale or return basis. Returns must first be agreed in writing and are subject to a handling charge.
The goods are at your own risk from when you receive them.
You must inspect the goods as soon as you receive them.
If you cannot examine the goods the delivery note must be marked “not examined”
We are not liable for the shortages of defect that should have been seen on a carful inspection and which you do not tell us about within 3 working days of delivery (and confirm in writing).
We are not liable for any other defects unless we receive a written complaint within 7 days of delivery.
If we are told about defects and shortages within those limits we will supply replacements or adjust the price, but otherwise you may not make any claim or reduce the price.
The goods remain our property (even after delivery) until you pay all that you owe us, (not just the price of the goods).
You may use or sell the goods, but not if you are insolvent or we tell you to return them, but only if the proceeds of sale are held in trust for us and paid into a separate account which you may not be overdrawn.
While goods belong to us:-
We must sue you for payment whether or not property in goods has passed.
If you supply materials to us for incorporation in the goods for use in their manufacture:-
We will accept materials and designs from you only on the basis that you have the consent of all owners of intellectual property rights for us to use them without restrictions and you must compensate us fully if that is not so.
We have the right to sell the goods to you.
The goods will conform in material respects with any sample, but only if the sample is approved by you in writing and we may improve or alter their composition or specification without notice.
The goods will be described in the acknowledgement of order, but delivery date is not part of that description.
We shall put any breach of any warranty in clause 10 by supplying replacements or refunding the appropriate part of the price, but we are not under any other liability to you (in contract or tort, including for consequential loss, or any implied item) except that
In any event our total liability is limited to £5,000,000.00
Our promotional materials give general information only; the goods may vary from any description in them
We are not liable for delays caused by matters outside our control, such as:-
If so we are affected we shall tell you as soon as we are reasonably able to do so. If they delay lasts for more than three months from either of us may give written notice to cancel the contract. You will then pay for any goods you have received and we will refund any advance payments, but nothing more will be done.
Aerosols are pressurised and must be treated with care and not exposed to high temperatures. The contents may be inflammable and so they must not be near a flame or sparks. Some have contents which may damage some plastics and other materials. Some have contents which cause damage to your health. You must comply with the advice in our product data sheets and you must ensure that all people come into possession of aerosols supplied by us do so also.
Product data safety sheets are available for all our products. You must ensure that, after the goods have been delivered to you everybody who handles them or has possession of them has full instruction for their safe use and handling. You must compensate us in full of they do not.
You must use, store and handle the goods safely and in accordance with our instructions.
You may not modify the goods or any markings on them without first receiving our written permission. If you do make any unauthorised modification we will be released from our obligations under all warranties in addition to any other remedy we may have against you.
You must ensure that the goods are appropriate for all purposes for which you want them; they are supplied only on the basis that you have done so and are not relying on any statement we may have made.
You will be treated as having repudiated the contract if you:-
If you repudiate the contract
You may be treated as insolvent if
Written notices may be sent by post, fax or email to the address ion the acknowledgment of order, if sent by fax they may be treated as received on the first working day after transmission. If posted first class, on the second day after posting. If by e-mail, on the next working day after transmission.
You may not transfer your rights under any contract.
If we do not exercise all our rights under any contract, that will not release you from any of your obligations under it.
English Law applies. English courts have jurisdiction.
Every reference to the goods is a reference to each of the goods.
In order to comply with ISO9001 we retain all records for a minimum period of 2 years.
Your first order will only be despatched after payment against a pro forma invoice even though a credit account application form has been completed and returned.