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cancellations of such contract. 9. PAYMENT 9.1 Payment shall be made not later than 30 days from date of invoice. All payments shall be made in full without deduction in respect of any set-off or counterclaim. 9.2 If payment of any sum payable to the Company is not made on or before the due date the Company shall be entitled to charge interest thereafter on such sum at a rate of 5 per cent per annum above the current base rate of Midland Bank PLC such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month. 9.3 The contract price shall be payable by the customer notwithstanding any delay in delivery or performance under the contract and notwithstanding any adjustments or corrections of defects which may be required to the goods or services. 10. RETENTION OF TITLE 10.1 Property in the goods shall remain in the Company until receipt by the Company in full. So long as property in the goods shall remain in the Company the goods shall be set aside from the customer’s general stock of goods and shall be marked with an indication that they remain the property of the Company.
10.2 If the customer shall commit any breach of its obligations to the Company including, without limitation, failure to pay any sum due to the Company on or before the due date, the appointment of a Receiver of the customer’s business or the presentation of a petition to wind up the customer, the Company shall have the right with or without prior notice at any time to retake possession of the whole or any part of the goods (and for that purpose to go on to any premises occupied by the customer or any subsidiary, parent or associated company of the customer) which are the subject of any contract between the Company and the customer (or any parent, subsidiary or associated company of the customer) to the value of all sums due to the Company, without prejudice to any other remedy of the Company. 11. GUARANTEE 11.1 The Company shall at its option and without cost to the customer, either repair or replace any defective goods, or make any defects, which shall be proved to the satisfaction of the Company to be the result of faulty design, materials, or manufacture or installation (where the Company shall itself have installed the goods), providing however, that the Company shall have no liability for any such defects unless the customer notifies the Company promptly in writing of the alleged defect, and, in the case of damage in transit, in accordance with provisions of Clause 6 above. 11.2 The liability of the Company shall only apply to defects that appear under proper use and under conditions of operation not more onerous than those declared to the Company and in particular shall not apply to defects which arise from the customer’s neglect, misuse, faulty maintenance or installation or from alterations carried out without prior written consent of the Company or from repairs carried out improperly by the customer or arising from normal wear and tear. 11.3 Any repaired or new parts will be delivered by the Company to the customer free of charge. Any goods which have been returned to the Company and replaced by the Company shall be and become the property of the Company. 11.4 The Company will under no circumstances allow deductions to be made from its accounts for repairs. The Company reserves the right to charge on a quantum merit basis for the costs of repairs where the damage as resulted from misuse or incorrect installation of the goods by the customer. 11.5 Neither acknowledgement of receipt nor investigation by the Company of any claim hereunder or consent under 11.2 above shall constitute or imply admission by the Company of any liability of such claim. 11.6 In no event shall the Company’s liability exceed the contract price of the defective goods. Liability shall attach to the Company only if the relevant goods or services have been paid for. Failure by the customer to carry out any of the customer’s obligations shall relieve the Company of any liability. 11.7 All goods supplied but not manufactured by the Company are sold subject to the conditions of sale of manufacture thereof and the sole liability of the Company in respect thereof shall be to give to the customer such benefits as the Company shall receive under any contract which the Company as with such manufacture or under any guarantee which might be given to the Company in respect thereof. In the event of such failure by such manufacture for whatsoever reason to meet such liability which may arise by reason of any defect in such product or part thereof, the Company shall be under no liability to the customer by reason thereof. 11.8 The Company’s liability under this Clause shall be in lieu of any warranty or conditions implied by law as to the quality or fitness for any particular purpose of the goods and save as provided in this Clause the Company shall not be under any liability, whether in contract, tort or otherwise, in respect of defects or from any work done in connection therewith. 12. TERMINATION If the customer shall commit any breach of any of its obligations hereunder or shall make any default in payment of any sum due to the Company under this or any other contract whatsoever or if any distress, execution or other legal process shall be levied upon or sued out against the customer’s property or assets or if the customer shall make an offer to make any arrangements or composition with its creditors or commit any act of bankruptcy or if any petition or receiving order shall be presented or made against the customer or, if the customer is a company, any resolution or petition to wind up shall be passed or presented or if a receiver of all or any of its assets shall be appointed, then in each and every such case the Company shall have the right forthwith or at any time thereafter to determine the contract except insofar as it relates to goods title to which shall already have passed to the customer and to cancel any outstanding delivery and/or the further supply of services and to stop any goods in transit or service then being supplied and, notwithstanding any other provisions hereof, payment in respect of any delivery already made or services already supplied shall become immediately due, but all without prejudice to any remedy which the Company may have against the customer. 13. MISCELLANEOUS 13.1 Unless otherwise specifically agreed, goods and services shall not be required to comply with any directions, regulation or provision of any foreign law or governmental authority, including without prejudice to the generality of the foregoing, any direction, regulation or provision relating to safety. 13.2 No warranty is given by the Company that the use of the goods for any purpose does not infringe any British or foreign patents. 13.3 Unless otherwise specifically agreed, the Company shall be entitled to affix to any goods legends bearing the Company’s name and/or trade or other marks. 13.4 No forbearance or indulgence shown or granted by the Company to the customer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Company against the customer or be regarded as a waiver of any of these Conditions. 13.5 This contract shall be governed by and construed in all respects in accordance with English law and the customer hereby submits for all purposes of and in connection with this contract to the non-exclusive jurisdiction of the English Court
1. CONTRACT 1.1 All quotations and tenders are given and contacts are made by the Company subject to and only upon these terms and conditions, which cannot be varied unless previously agreed in writing by the Company, and these terms and conditions supersede any other terms and conditions appearing elsewhere including any terms or conditions of the customer and any course of dealing established between the Company and the customer. 1.2 Tenders and quotations may be withdrawn or varied by the Company at any time unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 28 days from their date of issue. No binding contract will in any case arise until the customer’s order is accepted in writing by the Company (and any such contract shall be conditional upon the credit status of the customer being to the Company’s satisfaction). 2. SPECIFICATIONS The customer shall be responsible for ensuring that any drawings, sketches, specifications, descriptions or information or other instructions supplied by the customer or by any agent or representative of the customer in connection with the manufacture or sale of an goods or the supply of any services are accurate and meet the customer’s requirements, and the customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of any claim in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions, or information or otherwise in relation thereto. 3. DESCRIPTIONS Any illustrations, samples or descriptive material including drawing specifications of weight, capacity or dimensions, and particulars of shade and quality shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred. shall not entitle the customer to treat the contract as at an end or to reject any other instalment. 6. LOSS OR DAMAGE IN TRANSIT 6.1 If the goods have not been received within three days of the delivery date notified to the customer by the Company or if they have been received but appear to be in a damaged condition, then the customer shall immediately give notice to the Company of the relevant facts. Where delivery is made by a carrier on behalf of the Company the customer must notify both the Company and carrier in writing of any alleged non- delivery or short delivery within the time limits currently laid down by the carrier for notification of such claims. In the case of damaged goods such notice to the Company shall be given by endorsement by the customer on the Delivery and Advice Note. If such notice is not so given the Company shall not be liable to the customer in respect of any loss or damage suffered by reason of non-delivery or damage which is apparent upon inspection and the customer shall accept liability as if all the goods had been received and shall not claim against the Company in respect of non-delivery or damage in transit. 6.2 In the case of goods delivered to the order of the customer, the customer shall remain responsible for complying with provisions of this Clause.
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