TERMS AND CONDITIONS OF SALE
In these conditions, unless the context requires otherwise
1.1 “Buyer” means the person who buys or agrees to buy the Goods from the Company
1.2 “Company” means Talbotts Biomass Energy Systems Limited
1.3 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company
1.4 “Delivery Date” means the date specified by the Company when the Goods are to be delivered.
1.5 “Goods” means the equipment or services which the Buyer agrees to buy from the Company
2. Effect of Conditions
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company 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 agreed in writing by the Company.
3.1 Unless previously withdrawn the price of the Goods shall be the Company's quoted price which shall be valid for 30 days from the date on which it is submitted to the Buyer unless such period is extended by the Company in writing
3.2 The Company’s quoted price is based on information supplied by the Buyer. Where any subsequent information is received which would involve a material alteration in the specification or method of manufacture of the Goods, the Company reserves the right at its option to either amend the quotation to cover any additional cost arising from such alteration or to withdraw from the contract
3.3 Should delivery or installation of the Goods be delayed as a consequence of any act or omission on the part of the Buyer, the Company shall be entitled to increase the price of the Goods to cover any additional cost to the Company (including, without limitation, the cost of storage and fire insurance).
3.4 The price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice.
4.1 All quotations should incorporate terms of payment and no changes unless agreed in writing by the company are acceptable.
4.2 In the event that terms of payment are not quoted a non-refundable deposit of 30% of the price and VAT shall be paid by the Buyer when the order for the Goods is made.A further 70% of the price and VAT shall be paid by the Buyer prior to the Delivery Date and the Company shall not be bound to deliver the Goods until payment has been received.
4.3 The Buyer shall pay the Company an administration fee of £75.00 and any reasonable costs and expenses including legal costs incurred by them in the collection of any overdue amount.
4.5 Time for payment shall be of the essence.
5. Third party finance
In the event that payment of the price or part thereof is being made by a finance company or other similar institution the Buyer shall when the order for the Goods is made advise the Company in writing of the name and address of such company or institution and provide confirmation in writing from such company or institution that they agree to make payment of the price in accordance with the provisions of clause 4.
6.1 The Company warrants:
6.1.1 that the Goods supplied will at the time of delivery correspond to the quantity and description given by the Company.
6.1.2 that if the Goods prove to be defective in materials or workmanship within a period of 12 months from the date of delivery (misuse and fair wear and tear excepted) then provided that all payments due under clause 4 hereof have been paid in full it will repair or replace the Goods (at its absolute discretion) free of charge. The Company shall not however be liable for the repair or replacement of any consumables.
6.2 All other warranties conditions or terms relating to fitness for purpose quality or condition of the Goods whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
7. Delivery of Goods
7.1 The Company shall make every endeavour to adhere to the Delivery Date. The Delivery Date is not however guaranteed or to be deemed to be of the
essence of the contract and the Company shall in no case be liable for any
delay in delivery or any losses resulting directly or indirectly there-from
howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Buyer.
7.2 Where no Delivery Date has been specified to the Buyer, the Buyer shall give the Company all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within 14
days after the Company has notified the Buyer that the goods or services are ready for delivery.
8. Acceptance of the Goods
The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. If any such report is made the Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time thereafter and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9. Title and Risk
9.1 The Goods shall be at the Buyer's risk as from delivery.
9.2 In spite of delivery having been made property in the Goods shall not pass from the Company until:
9.2.1 the Buyer shall have paid the price plus VAT in full; and
9.2.2 no other sums whatever shall be due from the Buyer to the Company.
9.3 Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.
9.4 Notwithstanding that the Goods (or any of them) remain the property of the Company 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 Company. Any such sale or dealing shall be a sale or use of the Company'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 Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company 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 Company's money.
9.5 The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.
9.6 Until such time as property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company 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 9.4 shall cease.
9.7 The Company 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 Company. Without prejudice to the other rights of the Company, if the Buyer does so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
9.8 The Buyer shall insure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of the Company until the date the property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the rights of the Company if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
10. Exclusion of liability
10.1 The Company 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 the breach by the Company of this contract.
10.2 In the event of any breach of this contract by the Company the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price of the Goods.
10.3 In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Company as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by the Company on reselling the Goods after deducting the costs and expenses of resale.
If any term or provision in these Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of these Conditions and the enforceability of the remainder of these Conditions shall not be affected.
12. Proper law of contract
This contract is subject to the law of England and Wales.