STANDARD CONDITIONS OF SALE

 

 

1 Definitions

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.

1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3 ‘Consumer’ means any natural person who is acting for purposes which are outside his trade, business or profession.

1.4 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered.

1.5 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.

1.6 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.

1.7 ‘Seller’ means KRM Building Supplies Limited of Nottingham Road, Ilkeston, Derbyshire DE7 5BN

2 Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless in writing and signed by a Director of the Seller.

2.5 Quotations may be withdrawn by the Seller at any time and if not withdrawn shall automatically lapse thirty (30) days from the date of the quotation.

2.6 The Seller may at its discretion refuse to accept any order which constitutes part only of the Goods forming the subject of the quotation.

2.7 No order made by a Buyer upon the telephone shall be binding upon the Seller unless or until it is confirmed in writing by the Seller.

3 The Price and payment

3.1 The Price shall be the price set out overleaf. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice. The rates and prices given in the quotation are not subject to any discount, whether trade or cash, except such as may be expressly specified in the quotation.

3.2 Payment of the Price and VAT shall be due within 30 days of the date of the date of the invoice.

3.3 Payment may be made by {cash, cheque, BACS, debit card, credit card (plus 2.5% credit card handling fee)}

3.4 Unless expressly stated by the Seller in writing and in such case only for the period stated the price of the Goods is liable to fluctuation if between the date of quotation or order and delivery the manufacturer's ex-works' costs and materials increase or there is an increase in the costs to the Seller of delivering the Goods where delivery is included in the price. Where the Buyer acts as a Consumer and the contract price is increased in accordance with this clause the Buyer shall have the right to cancel the contract within 24 hours of notification of the increased price.

3.5 Packaging pallets and containers (other than non-returnables) will be charged for but will be credited to the Buyer on return to the Seller carriage paid in good condition.

3.6 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% above the Bank of England's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

3.7 I/we the buyer hereby personally guarantee in respect of all sums due from the buyer to KRM B.S. Ltd., together with all ancillary costs incurred. I have retained a copy of this form for my records.

4 The Goods

4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.

4.2 Any sample supplied to the Buyer is supplied only to give a general indication of the quality colour and/or type of the material and no subsequent contract should be taken to be a sale by sample. The Buyer must satisfy himself that materials ordered meet with his specification and design and are suitable for the purpose for which he is purchasing them.

4.3 Where it is agreed by the Seller in writing that the sale should be by way of sample, the Buyer shall have a period of three (3) days following delivery in which to notify the Seller in writing of any alleged discrepancy between the sample and the bulk.

5 Warranties and liability

5.1 The Seller warrants that the Goods will at the time of delivery correspond to the general description given by the Seller provided that all specifications, figures, sizes and other descriptions are approximations only and should not be relied on as totally accurate.

5.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.

5.3 If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such Goods or, if the Seller shall elect, by refunding a proportionate part of the Price.

5.4 The Seller's employees or agents are not authorised to make any representations regarding the Goods and unless made by the Seller in writing and signed by a Director the Buyer must place no reliance upon any such representation purported to be made for or on behalf of the Seller. In placing an order the Buyer acknowledges that it does not rely on and waives any claim for misrepresentation breach of warranty or condition other than arising from representations or statements made in writing by the Seller. Where the Buyer is a Consumer this clause does not affect your statutory rights.

5.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. Where the Buyer is a Consumer this clause does not affect your statutory rights.

5.6 The Seller’s liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer.

5.7 All warranties and conditions whether implied by statute or otherwise are excluded from this contract Provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as Consumer.

6 Delivery of the Goods

Where it has been agreed that the Goods will be delivered to the Buyer:

6.1 Nothing herein shall preclude the Seller for arranging for the delivery of the Goods in advance of the indicated delivery date.

6.2 Delivery shall be to the destination specified by the Buyer. The Seller shall not be bound to deliver to any other destination but in the event of any agreement to deliver to any alternative destination, the Buyer will be charged for any increased costs thereby incurred in addition to the Contract price.

6.3 Where Goods are to be delivered to a site the Seller shall discharge its obligations by delivering the Goods as close to the site as a safe hard road permits and to the closest point of suitable access which shall be in the absolute discretion of the Seller's driver.

6.4 It shall be the responsibility of the Buyer to provide free of charge all labour required for the unloading of the Goods from the vehicle and for their stacking.

6.5 The Buyer shall notify the Seller of any non-delivery of a whole consignment of complete cartons within 3 days of the date of dispatch. Notwithstanding the receipt by the Seller of any such notice a clear signature on a carrier’s delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated on the advice sheet

6.6 Whilst the Seller will make every effort to ensure that the delivery is made by one consignment the Buyer will accept delivery by instalments. Where the Buyer requests that delivery be made by instalments the Buyer will be charged for any increased costs thereby incurred in addition to the Contract price.

6.7 Whilst the Seller will make every effort to meet delivery dates the Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

7 Acceptance of the Goods

7.1 Goods should be examined immediately upon arrival and any apparent damage or shortages (other than whole cartons) or defects reported in writing to the Seller within 3 days of delivery. If this period expires without the Seller receiving any intimation of rejection the Buyer shall be deemed to have accepted the Goods according to section 35(1) of the Sale of Goods Act 1979 and will be bound to pay for them.

7.2 The Buyer shall indemnify the Seller against any loss suffered because of the Seller's inability to claim against the carriers as a result of the breach of Clause 7.1 by the Buyer.

7.3 Where the Buyer is a consumer this Clause does not affect your statutory rights.

8 Title and risk

8.1 The Goods shall be at the Buyer’s risk as from delivery or if collected ex-yard from the moment that they are loaded onto the Buyer's vehicle.

8.2 In spite of delivery or collection having been made property in the Goods shall not pass from the Seller until:

8.2:1 the Buyer shall have paid the Price plus VAT in full; and

8.2:2 no other sums whatever shall be due from the Buyer to the Seller.

8.3 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

8.4 Should the Buyer convert the goods (or any of them) into a new product whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions the conversion shall be effected by the Buyer solely as agent for the Seller who shall have the full legal and beneficial ownership of the new products.

8.5 Should the Goods which are the property of the Seller be admixed with goods the property of any person(s) other than the Buyer, then the product thereof shall be deemed to be owned in common with such person(s).

8.6 The Buyer shall be permitted to sell the new products in the normal course of business. In this respect the Buyer shall act as a

Commission Agent and the proceeds of any such sale shall be held in trust for the Seller in a separate account or in a manner which enables the proceeds to be identified as such. The Seller as principal shall remunerate the Buyer as Commission Agent by an amount depending upon the surplus which the Commission Agent can obtain over and above the sums owed to the Seller under the terms of any contracts between the Seller and the Buyer.

8.7 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and the new products and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods and the new products (at no cost to the Seller) separately from all other goods in its possession and marked in such

a way that they are clearly identified as the Seller’s property.

8.8 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

8.9 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods and new products as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods and new products are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.

8.10 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

8.11 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

8.12 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9 Force Majeure

In the event that the Seller shall be delayed or prevented from carrying out any of its obligations under this Contract as a result of any cause beyond its control including (but not by way of limitation) war invasion hostilities civil war strife or commotion strikes lock outs breakdown of plant failure of third parties to deliver goods or materials storm flood fire or any other cause the Seller shall be at liberty at its election to suspend the Contract in which case it shall be relieved of all obligations and liabilities

incurred under such Contract insofar as and for so long as the fulfillment of such obligations and liabilities is thereby prevented frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.

10 Proper law of contract

10.1 This contract is subject to the law of England and Wales.

10.2 All disputes arising out of this contract shall be subject to the jurisdiction of the courts of England and Wales.

10.3 If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the local chairman for the time being of the Builders Merchant Federation.