terms

PARSONS JOINERY LTD.

TERMS AND 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 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered (if any).
  • 1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
  • 1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.
  • 1.6 ‘Seller’ means Parsons Joinery Limited.
• 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 and subject to these Conditions.
  • 2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by an authorised signatory of the Seller.
  • 2.4 Any typographical clerical or other error or omission in any sales literature quotation invoice or other documentation issued by the Seller shall be subject to correction without any liability on the part of the Seller.
• 3 The Price and payment
• • 3.1 The Price shall be as stated in the Seller's quotation provided that the Buyer accepts the Seller's quotation within 90 days. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
  • 3.2 Unless otherwise agreed in writing, no quotation shall be subject to any discount.
  • 3.3 The Seller reserves the right, at any time before delivery, to alter the Price of the Goods resulting from changes in Delivery Dates, quantities, or specification requested by the Buyer, or from any instructions of the Buyer or from any failure by the Buyer to give the Seller adequate and accurate information or instructions.
  • 3.4 Except in the case of the credit accounts payment of the Price and VAT shall be due
  • • 3.4.1 as to 50% of the Price with the Buyer's order and
    • 3.4.2 as to the balance of the Price on the earlier of delivery or the date on which the Seller tenders delivery or notifies the Buyer that the Goods are ready for collection
  • 3.5 Time for payment shall be of the essence
  • • 3.6.1 Credit accounts may be opened in the Seller's sole discretion, upon receipt of satisfactory credit references.
    • 3.6.2 Payment for Goods supplied on a credit account shall be made not later than the last day of the month following the earlier of delivery of the Goods or the date on which the Seller tenders delivery or notifies the Buyer that the Goods are ready for collection
    • 3.6.3 The Seller may, at the Seller's sole discretion, decline to sell any Goods under a credit account
    • 3.6.4 The Seller may close credit accounts on giving not less than 7 days notice to the Buyer and upon the giving of the notice no further Goods may be ordered under the account and on its expiry all sums outstanding become immediately due and payable
  • 3.7 Interest on overdue payments shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% per month above Barclays Bank plc's base rate from time to time in force (part of a month being treated as a full month for the purpose of calculating interest) and shall accrue at such a rate after as well as before any judgement. Interest shall become due and payable notwithstanding the fact that the account or part of it is subject to any dispute or query
  • 3.8 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller's other rights the Seller may:
  • • 3.8.1 suspend or cancel deliveries of any articles due to the Buyer under any contract with the Buyer; and/or
    • 3.8.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
  • 3.9 No order which has been accepted by the Seller, may be cancelled by the Buyer, except with the agreement in writing of the Seller, and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by the Seller as a result of cancellation
  • • 3.10.1 Price are the Seller's ex works prices and where the Seller agrees to arrange for the Goods to be sent to the Buyer the Buyer shall be responsible for the costs of loading carriage and unloading.
• 4 The Goods
• • 4.1 Subject to Condition 4.2, the quantity quality and description of the Goods shall be as set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
  • • 4.2.1 Where the Goods are manufactured or supplied in accordance with a description or specification provided by the Buyer, the Buyer shall be responsible for ensuring the accuracy and adequacy of the description or specification, and for giving the Seller all necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
    • 4.2.2 The Seller may from time to time make changes in the description or 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.
  • 4.3 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12), all implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
  • 4.4 Where any designs patterns or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs patterns or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party. The Buyer shall indemnify and keep indemnified the Seller against any loss in respect of any proceedings or otherwise resulting from any infringement of any letters patent, copyright, registered design, registered trademark, or any other protection subsisting in favour of any third party in any such pattern or specification.
  • • 4.5.1 It is the responsibility of the Buyer to inspect the quantity, quality and conformity to description and specification of the Goods:
    • • 4.5.1.1 at or within 7 days of delivery or collection, or
      • 4.5.1.2 in the case of a defect arising after delivery resulting from timber movement occurring within 3 months of delivery, within 14 days of the defect becoming apparent and to notify the Seller in writing within these periods and to supply full details of any defects or failure to conform or timber movement
    • 4.5.2 The Seller will (at the Seller's discretion) rectify or replace any defective Goods or Goods that materially deviate from the description or specification applicable to them, provided that they are notified strictly in accordance with clause 4.5.1, and provided that the Seller shall be given reasonable access to the Goods to inspect them and rectify any such defects.
    • 4.5.3 The Sellers liability in respect of Goods shown to be defective or which materially deviate from description or specification will be limited to rectification or replacement in accordance with clause 4.5.2.
    • 4.5.4 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
    • 4.5.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
    • 4.5.6 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
    • 4.5.7 The Seller shall in no circumstances be required to enter into negotiations with third parties with regard to alleged defects.
• 5 Delivery of the Goods
• • 5.1 Delivery of the Goods shall be made, subject to clause 5.2, on the Delivery Date to the Buyer's address or to an addres reasonably specified by the Buyer or at the Sellers address if the Buyer collect the Goods. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
  • 5.2 Any time or date specified for delivery is an estimate only and 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, nor shall delay or failure to deliver the Goods promptly entitle the Buyer to rescind the contract.
  • 5.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the estimated delivery date.
• 6 Title and risk
• • 6.1 The Goods shall be at the Buyer's risk as from delivery.
  • • 6.2 Without prejudice to condition 3.5 and in spite of delivery having been made property in the Goods shall not pass from the Seller until:
    • • 6.2:1 the Buyer shall have paid the Price plus VAT in full; and
      • 6.2:2 no other sums whatever shall be due from the Buyer to the Seller.
    • 6.3 Until property in the Goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (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.
    • 6.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller if the Buyer sells or uses the Goods in the ordinary course of the Buyer's business he shall do so 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.
    • 6.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods 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 are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 6.4 shall cease.
• 7 Third party rights
• • For the avoidance of doubt nothing in these conditions shall confer on any third party any benefit or the right to enforce any term conditions.
• 8 Force Majeure
• • Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
• 9 Proper law of contract
• • This contract is subject to the law of England and Wales.

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