GWENT CABLES LIMITED - TERMS AND CONDITIONS OF SALE
DEFINITIONS
In these Conditions the
following words shall have the following meanings. ‘The Seller’ means Gwent
Cables Ltd. ‘The Buyer’ means the person, firm or company by whom the order is
give by the seller. ‘The Goods’ means the goods and services which are the
subject of the order
GENERAL
All goods are supplied
by us are subject to these terms and conditions which supersede any earlier sets
of terms and conditions and which shall override any terms and conditions
stipulated, incorporated or referred to by the Buyer whether in the order or in
any negotiations. The relaxation or waiver by us or any of these terms and
conditions on any occasion shall act merely as a waiver on that occasion and
shall not affect our rights to enforce any of these terms and conditions on any
subsequent occasions. Any variation of these terms and conditions must be
confirmed in writing by us and will not be otherwise be valid. In any event
acceptance of the goods shall be deemed unqualified acceptance of these terms
and conditions.
PRICES
Quotations represent no
obligation until we accept the Buyers order. The price for the Goods will be set
out in the Seller’s Order Acknowledgement and no order on the Seller will be
effective until the Seller has sent an official Order Acknowledgement to the
Buyer. Prices quoted are Exclusive of VAT, which shall be charged extra at the
prevailing rate and exclusive of delivery, packing and carriage charges which
shall be charged extra. No discounts shall apply unless previously agreed in
writing by us. We reserve the right by notice given at any time before delivery
of the Goods to vary the price if there is any increase in the cost due to
materials, labour or any other factors beyond our
control.
PAYMENT
Terms of payment are
strictly net cash with order unless a credit account has been established with
us. Where a credit account has been established with us payment must be made for
each instalment of goods delivered within 30 days of delivery (whether the goods
delivered are the whole or only part of the goods ordered) and time of payment
of the price shall be of the essence.
We reserve the right at
our complete discretion to refuse to establish credit account facilities.
Without prejudice to our other rights interest at 4% above the HSBC base rate
shall be payable on any payment which is overdue until actual payment under the
Late Payment Commercial Debt (Interest) Act. We reserve the right to also apply
compensation to the late payment at the appropriate scale charge. Failure to
make payments when due entitles us to withhold delivery or to cancel any
contract between us and the Buyer until payment has been made. We shall be
entitled at our absolute discretion to appropriate any payment received by us
from the Buyer to or towards any indebtedness of the Buyer to us under any
contract.
DELIVERY
All times or dates
quoted for delivery are given in good faith but are estimates only. We will not
be under any liability if delivery is delayed beyond the quoted times for any
reason. In any event time for delivery shall not be of the essence unless
expressly agreed in writing. When delivery is delayed for reasons attributable
to the Buyer or his Agents, storage and other additional cost will be charged to
the Buyer and the goods will be at the Buyers risk from the commencement of any
such delay. We reserve the rights to invoice the goods at the original delivery
date. All sales are ex works Cwmbran and delivery of the goods to the carrier
shall constitute delivery thereof to the Buyer, and thereafter such goods shall
be at the Buyers risk.
CANCELLATION AND
RETURNS
Accepted orders are not
subject to cancellation except upon the written approval of the Seller. In approving a cancellation we reserve
the right, without prejudice, to charge up to 100% for goods held by us pending
shipment, up to 100% for items for which we cannot cancel delivery from our
suppliers and a fair and equitable charge for the balance. In the event of
cancellation by the Buyer of part only of an order we shall be entitled to
recalculate the price for the uncancelled part of the order as if it constituted the
whole order and to re-invoice the Buyer
accordingly.
Returns will not be permitted without our
prior written agreement. Where such consent is given goods must be returned in
original condition and with the original packaging In the event of goods damaged
in transit, shortages or non delivery of goods replacements or refunds will be
supplied provided that the Buyer produces full particulars within 10 days of
delivery of the goods and that, in the case of goods damaged in transit, the
goods and their packaging are retained for inspection by the Seller. In such
cases our liability shall be limited to providing a refund or replacement at our
absolute discretion
RETENTION OF TITLE /
OWNERSHIP
Risk in the goods shall
pass to the Buyer when the goods are delivered to or collected by the Buyer.
Legal and equitable ownership of the goods shall remain with the Seller until
payment in full is made by the Buyer for all sums due under all contracts
between the Seller and the Buyer. Until such time the Buyer shall have
possession of the goods as our bailee and fiduciary. The Buyer shall store the
goods in such a way that they can be identified as our property and shall keep
such goods separate from his own goods until ownership therein passes to the
Buyer. The Buyer shall not remove or otherwise interfere with the marks or
numbers on any goods supplied by us. At any time whatsoever we shall be entitled
to recover goods ownership in which remains with us. The Buyer grants to the
Seller an irrevocable licence to enter any premises where such goods are kept in
order to recover the same.
USE OF
GOODS
The Buyer acknowledges
that he is exclusively responsible for detailing the specification for all goods
ordered from us, for ascertaining the use to which they will be put, and for
determining their ability to function for that purpose. Accordingly we have no
liability arising out of any advice given by us to the Buyer relating to his
requirements in respect of any goods.
EXPORT
CONTROL
We shall in no
circumstances be liable for any damage, loss or claim occasioned by any act or
omission on the part of the Buyer in contravention of any regulations issued by
the United States Government concerning the export of goods, services or
technology. Any goods supplied by us whose export from the ml:namespace prefix = st1 ns =
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DEFAULT
If the Buyer makes
default in any payment on the due date (time being of the essence) or is
otherwise in breach of any of these terms, or if (being an individual) he
commits an act of bankruptcy or has a receiving order made against him or (being
a company) enters into liquidation (whether compulsory or voluntary) or has a
receiver or administrator appointed to the whole or any part of his business or
undertaking, or if distress or execution is levied or threatened upon any of the
Buyers property, then in any such case and without prejudice to any other rights
we have:
(i)
We shall
be entitled to repossess and re-sell goods delivered to the Buyer and not paid
for in full and for that purpose to enter upon the property in which they are
situated.
(ii)
We shall
be entitled to suspend all further deliveries to the Buyer until the default is
made good or to refuse to deliver any further goods to the Buyer and to re-sell
any further goods ordered by the Buyer whether they are the balance of an order
or the whole part of a further order.
(iii)
The Buyer
shall in any event be liable to make good to us our loss of profit on all such
goods and all cost and expenses of repossession, storage, insurance and sale and
to pay to us interest as provided above until actual payment.
LIMITATION OF
LIABILITY
The Seller shall not be
liable for any consequential or indirect loss suffered by the Buyer or any third
party whether this loss results from a breach of duty in contract or in tort or
in any other way including loss resulting from the Sellers negligence and in any
event the Buyer will indemnify us against any such claims for loss. Such loss
includes loss of profit, loss of contracts, loss of goodwill, damaged to
property of any person (including the Buyer), personal injury to or death of any
person (including the Buyer) except insofar as personal injury or death results
from the negligence of the Seller, which liability the Seller accepts. In any
event the Sellers total liability for any one claim or for the total of all
claims arising from any one act shall not exceed the price of the goods that are
the subject matter of the transaction or act giving rise to the claim or
claims.
GUARANTEE
Provided that the terms
of payment and all other obligations of the Buyer are met we guarantee to
replace or refund the price or repair at our absolute discretion any goods in
which defects appear within 90 days of delivery provided that we are notified in
writing by the Buyer of the defects as soon as these are discovered. This
guarantee only covers defects due to faulty material or workmanship. It does not
cover defects caused by wear and tear, abnormal conditions of working, accident,
misuse or repairs or modification of the goods carried out by or on behalf of
the Buyer without our written approval. We warrant that we have title in and the
unencumbered right to sell the goods.
If the goods were
manufactured in accordance with the Buyers drawings and/or specifications but
are defective we shall be entitled to charge for all additional expenses and
cost relating to the supply of goods to the corrected drawings and/ or
specifications. We are not in a position to ensure that the Buyers drawings
and/or specifications are correct and/or sufficient of the purposes intended by
the Buyer and the Buyer must satisfy himself on this
point.
LIEN
In the event of the
Buyers insolvency we shall be entitled, in addition to any lien arising by law,
to a general lien on all the Buyers goods in our possession (even if the same or
some of them have been paid for) for any money due either in respect of such
goods or in respect of any general or particular balance or other money due from
the Buyer to us, whether under the same or any other
order.
FORCE
MAJEURE
We shall be relieved of
all liability for obligations incurred to the Buyer whenever and to the extent
to which the fulfilment of such obligation is prevented, frustrated or impeded
in consequence of any statute, rules, regulations, orders or requisitions issued
by any government department, council or other duly constituted authority or by
reason of any strikes, combination of workmen, lockouts, breakdown of plant,
accident, civil commotion, war, force majeure or any other cause beyond our
control.
VALIDITY
In the event that any of
these conditions shall be held to be unlawful or unenforceable to any extent
then such part of these conditions shall be severed from the remaining
conditions which shall continue to be valid and enforceable to the fullest
extent permitted by law.
APPLICABLE
LAW
These conditions and the
contract and all matters pertaining thereto shall be governed by English Law and
the English Courts shall have jurisdiction in relation
thereto.