CONDITIONS OF SALE AND TERMS OF TRADING
DEFINITIONS
(The seller) means Topper Cases Limited or any of its subsidiaries. (The Purchaser) means the person, firm or company to be supplied with the Goods. (Goods) means the goods materials and/or other items to be supplied pursuant to the Contract. (The Contract) means the contract of sale and purchase of the goods made between the Seller and Purchaser to which these conditions apply.
1. SCOPE
Unless otherwise agreed in writing by the seller the goods are supplied by the seller only on these conditions and no variations of or addition thereto (whether contained in any document emanating from the Purchaser or made orally by any person acting or purporting to act on the Sellers behalf) shall have effect unless it is in writing signed by or on the Sellers behalf. Should any of these conditions conflict with any conditions stated on the Purchasers order these conditions shall prevail. The giving by the Purchaser of any delivery instructions for the goods or any part thereof or the acceptance by the Purchaser of delivery of the goods or any part thereof or any document by the Purchaser In confirmation of the transaction set out on the basis hereof after receipt by the Purchaser of this document shall constitute unqualified acceptance by the Purchaser of these conditions.
2. QUOTATIONS
Quotations, estimates and adverts are only invitations to treat and do not constitute an offer, the Seller reserving the right to withdraw or amend them at anytime prior to the Sellers acceptance in writing of the Purchasers order.
3. DELIVERY
Every effort will be made to keep to dates given but the Seller accepts no liability in case of failure to do so unless an express guarantee in writing has been given to effect delivery by a specified time.
4. If the Purchaser refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the Goods rendered. The Seller shall be entitled to store at the risk of the Purchaser the goods of which the Purchaser refuses or fails to take delivery and the Purchaser shall pay the costs of such storage and any additional costs incurred including carriage. Refusal by the Purchaser to take delivery will relieve the Seller from the obligation to make further deliveries without prejudice to the Sellers right to recover damages for such refusal.
5. Goods shall be deemed to have been delivered complete in accordance with advice note, undamaged, in good condition and to the Purchasers satisfaction unless the seller receives written notice to the contrary within 7 working days (3 weeks in the case of overseas sales) after delivery to the Purchaser. If the Seller is then satisfied that goods were delivered incomplete, damaged or defective the Seller will make good the delivery (any replacements as nearly as possible identical and of equal quality) but with no other liability.
6. Small deviations or variations from particulars of goods shall not give rise to any claims.
7. Where goods are to be delivered by a carrier on behalf of the Seller the risk therein passes to the Purchaser upon delivery. When the Purchaser arranges for the collection of the goods delivery will be deemed as effective and the risk therein to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser.
8. PRICES
Prices quoted are nett ex-works and exclude Value Added Tax unless otherwise stated and are those then currently ruling.
In event of any alteration of prices by date of despatch, price quoted shall be adjusted accordingly.
9. TERMS OF PAYMENT
Payments for goods shall be due nett 30 days from date of delivery and when delivery is made by installments payment for each installment shall be due nett 30 days from date of delivery thereof. If payment is not made within 40 days of delivery the Seller may withhold further deliveries or terminate the contract or order in its entirety. Unless specifically stated by the Seller payment of invoices shall be made without any deduction or set off in cash.
The Seller reserves the right to charge interest on overdue accounts at the rate of 3% above Barclays Bank PLC base rate to run from the due date for payment until receipt by the Seller of the full amount, including any such interest charged, whether or not after judgment.
10. If the Purchaser defaults in any payment under this or any other contract with the Seller, or ceases business, or stops payment to or makes any composition or arrangement with creditors, or suffers any distress or execution, or commits any act of bankruptcy, or an order or resolution for winding up is made, then the Seller may deem the Purchaser to have repudiated this contract and recover money due and damages for such repudiation without prejudice to other remedies.
11. FORCE MAJEURE
The Seller shall not be liable for any damage, loss or expense (subject always to the provisions of the Unfair Contract Terms Act 1977 as to consumer sales) caused to the Purchaser by circumstances beyond the Sellers control (including weather, industrial action, shortages of labour or material or fault of contractors sub-contractors or others not in the direct employ of the Seller). Unless otherwise expressly agreed in writing, the Seller shall not be liable for consequent damage, loss or expense, howsoever caused.
12. The Purchaser shall not assign transfer or purport to assign or transfer the contract to which these conditions relate or the benefit thereof to any person whatsoever.
13. The contract shall in all respects be governed by and construed and interpreted in accordance with the Laws of England.
14. ACCOUNTS
Purchasers with no ledger account are requested to remit cash with order. A credit account may be opened on receipt of two satisfactory trade references.
15. CARRIAGE
Carriage will be charged at cost unless agreed otherwise.
16. TITLE
The goods remain the property of the seller until paid for in full.