Terms & Conditions
1.1. Unless expressly agreed by the Company in writing no condition or warranty inconsistent with these shall apply to the contract.
1.2. No waiver alteration or addition of or to the contract shall be valid unless made in writing by the Company and these conditions shall prevail in the event of their conflicting with the terms and conditions of any order or other document submitted by the customer or any other document forming part of the contract.
2.1. The Company's estimates and quotations are without engagement and all orders require the Company's acceptance in writing in order to create a contract but whole or partial execution by the Company of an order shall be deemed to be acceptance by the Company of the order on the terms of these conditions.
3 .1. Unless otherwise specified by the Company in writing the Company reserves the right to make additional charges over and above quoted prices for delivered goods when the delivery is made outside normal trading hours.
3.2. Unless otherwise specified by the Company in writing the Company reserves the right to make additional charges over and above quoted prices for delivered goods when the Company's delivery vehicle is delayed at the point of delivery for a period of time in excess of the time that the Company allocates for the delivery of such goods.
3.3. Quoted prices are subject to increase by the Company to cover variation in cost to the Company of materials and services purchased by the Company where variations in such cost arise between the date of quotation and the date of completion of the contract.
4 .1. Unless otherwise specified by the Company terms of payment are strictly nett 30 days after the end of month following date of invoice.
4.2. Payment by the customer is a condition precedent to performance of the Company's obligations under the contract and time of payment is of the essence of the contract. All payments shall be made at the Company's Head Office Glan Byl, Criccieth, unless otherwise requested by the Company and in the manner stipulated by the Company.
4.3. Interest at a monthly rate of 2 per cent on all overdue accounts is payable to the Company from the date of delivery until payment.
4.4. The Company reserves a general lien on all customers goods and monies in the Company's custody or control from time to time in respect of all amounts due or accruing due to the Company by the customer either in respect of such goods or on general account.
5. FORCE MAJEURE
5.1. Subject to 5.2 and 5.3 below and without prejudice to its rights in the event of a breach of contract by the customer the Company reserves the right (without liability to the customer for loss or damage arising therefrom) at the Company's option by written notice to the customer to suspend performance of the Company's obligations under the contract and/or to cancel unfulfilled parts of the contract in whole or in part if by reason of act of God, war, riot, civil disturbance, industrial dispute, restrictions of supplies, government control, accident or any other circumstance which the Company cannot by reasonable and bona fide endeavours avoid the Company is prevented from or delayed in performing its obligations under the contract in whole or in part.
5.2. If the Company exercises its right to suspend performance of the contract or to cancel part only of an unfilled part of the contract the customer may itself (by written notice to the company given within seven days of the Company's notice or suspension or partial cancellation) cancel any unfulfilled part of the suspension or partially cancelled contract conditionally on payment by the customer of the Company's fair charges and the Company's expenses in respect of the contract (but limited to the contract price adjusted if appropriate as provided by the contract) to the extent to which such contract shall have been fulfilled and such expense shall have been committed or incurred by the Company prior to cancellation by the customer.
5.3. The Company's liability in the event of suspension of performance and/or cancellation of the contract in whole or in part shall be limited to repayment to the customer (without interest) of any part of the contract price or charge already received by the Company and attributable to any unfulfilled and cancelled par[ of the contract less any expenses committed or incurred by the Company in part performance of the contract prior to cancellation.
6.1. Delivery dates and times are approximate only and without engagement but the Company will endeavour to meet customer's requirements.
6.2. Time shall not (except in respect of payment to the Company) be of the essence of any contract nor shall the Company be under any liability for delay or for the consequences of delay in delivery or other performance of its obligations under any contract (whether such delay arises out of negligence on the part of the Company or its employees sub-contractors or agents or otherwise) unless otherwise expressly agreed by the Company in writing in which case the Company's liability shall be limited to such liquidated damages (if any) as may have been specifically agreed at or prior to formation of the contract.
6.3. Each delivery part delivery and part performance shall be deemed to represent a separate contract and failure of any delivery, part delivery or part performance shall not vitiate any contract in respect of any other delivery, part delivery or part performance.
6.4. The Company does not supply goods on approval and goods are not returnable except by the express written agreement with the Company.
6.5. Where the contract provides for delivery of goods the delivery is to be made to locations where the Company's delivery vehicle is not required to leave the public highway. If delivery is required to a location off the public highway the Company delivery vehicle is under the sole direction of the customer during the whole of the time that it is away from the public highway.
6.6. The customer will be solely responsible for any damage suffered by or costs incurred by the Company as a result of the vehicle being directed off the public highway. The customer will also be responsible for any damage to his own property or any third party property as a result of the vehicle being directed off the public highway.
7.1. T Title to each item of goods sold or agreed to be sold shall remain vested in the Company until the full purchase price and all additional charges relating to that item and all and any other monies for the time being owing by the customer to the Company shall have been paid in full to the Company and pending such payment all such items of goods held by the customer (and all products into which such items come to be converted or incorporated) and their proceeds of sale shall be and remain the property of the Company and shall be held by the customer as trustee for the Company but with the liberty for the customer to sell or otherwise dispose of such items bonafide for full value in the normal course of the customer's trading.
7.2. All and any sale and other disposal proceeds received by or on behalf of the cust All and any sale and other disposal proceeds received by or on behalf of the customer in respect of any item of goods title in which is reserved to the Company or which is otherwise property of the Company shall be received by or on behalf of the customer as trust monies for the Company's account and shall be promptly remitted to the Company.
8.1. Not withstanding that under condition 7 above title to any item of goods sold or agreed to be sold may have remained vested in the Company the risk of any loss or deterioration of or damage to any goods appropriated to the contract shall be borne by the customer from the moment of appropriation except in circumstances and to the extent to which (if at all) the Company has the benefit of insurance for such risk in which event the customer shall (subject to condition 4.4 above) be entitled to the proceeds of such insurance to the extent of the loss, deterioration or damage suffered by such goods less the cost of the insurance cover.
9. LIMIT OF LIABILITY
9.1. In the event of any claim against the Seller in respect of any matter whatsoever the Seller's liability (if any) shall be limited to the replacement of the goods sold in respect of which the liability arises if required and practicable or the Buyer shall be given a credit for the invoiced value of the order in respect of which the liability rises.
9.2. Under no circumstances whatsoever shall the Seller be liable for any consequential loss or damage or any personal injury or damage or loss of any property other than as stated herein howsoever and whatsoever arising. Any express or implied conditions, statement, warranty statutory or otherwise, are hereby excluded save where such exclusions are invalidated by statute. No claim by the Buyer shall be accepted as a reason for cancellation of the remainder of the order.
10. SPECIFICATIONS PROVIDED BY BUYER
10.1. The Buyer shall indemnify the Seller against any and all liability arising through execution by the Seller of any order placed by a Buyer in accordance with the Buyer's specifications where such execution infringes any patent, trade mark or registered design not owned by the Buyer or the Seller.