a. Charge the Buyer interest (after as well as before judgement) on the amount unpaid at the rate of two per cent per annum above the base lending rate of Barclays Bank Plc from time to time until full payment is made.
b. Cancel the contract or suspend any further deliveries to the Buyer without notice and without liability.
a. Notifying the Buyer that the Goods are ready for collection from premises nominated by the Seller (“the Seller’s premises”) or
b. Tendering the Goods at an address agreed between the Seller and the Buyer.
6.2 In the case of delivery in accordance with Clause 6.1(a)(b), the Buyer will load the Goods when the Goods are collected from the Seller’s premises and the Buyer will be liable for any damage to the Goods or losses occurring during loading. In the case of delivery in accordance with Clause 6.1(a)(b), the Goods will be, or will be deemed to be, unloaded by the Buyer and the Buyer will be liable for any damage to the Goods or losses occurring during unloading.
6.3 Any dates quoted for delivery of the Goods are indicative only. Time for delivery will not be of the essence of these Terms and Conditions and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in delivery of the Goods howsoever caused.
6.4 The Buyer or, where relevant, the person to whom delivery is made in accordance with Clause 6.1(a)(b), must inspect the Goods on delivery and sign the required proof of delivery document or collection acceptance document. A signature on that document will constitute conclusive evidence against the Buyer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage. The Buyer may not reject the Goods or any part of them because of short delivery. If the Goods are alleged to be damaged or defective on delivery, a description of the alleged damaged or defect must be given in writing at the time of delivery and signed by or on behalf of the Buyer, or, where relevant, the person to whom delivery is made in accordance with Clause 6.1(a)(b).
6.5 The Seller reserves the right to make delivery of the Goods by instalments. If the Goods are to be delivered in instalments, each delivery will constitute a separate contract. The Buyer may not treat the contract as a whole as repudiated if the Seller fails to deliver any one or more of the instalments or if the Buyer has a claim in respect of any one or more of the instalments.
6.6 If the Buyer fails to take delivery of the Goods then, in addition to any other right or remedy available to the Seller, the Seller may do either or both of the following:
a. Store the Goods until actual delivery and charge the Buyer for the costs including insurance of storage, together with any other reasonable incidental costs.
b. Sell the Goods at the best price readily obtainable by the Seller and after deducting all storage and selling expenses charge the Buyer for any shortfall below the Price.
In the case of delivery to an address outside the United Kingdom, the Goods will be delivered F.O.B. (as that term is used in Incoterms) the air or sea port of shipment. The Seller will be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979, as amended from time to time.6.7 If the Buyer is to receive goods delivered by third party transportation (e.g road freight or sea freight hauliers) the goods must be inspected by the Buyer, prior to the third party transportation vehicle departing the Buyer's premises. All damage to the goods and external packing must be fully documented in writing with photo/video evidence by the Buyer. The Buyer is responsible for the cost of replacing any damaged component parts until a claim is settled between the Seller and the third party transportation.
a. The Seller will initiate a claim with any third party transportation based on the evidence submitted by the Buyer in 6.7, if that evidence is satisfactory.
b. The Seller will refund the cost to the Buyer of any damaged component parts, excluding labour charges, outlined by the Buyer in 6.7, only if the third party transportation uphold any claim initiated by the Seller.
c. In the event of inoperative goods on installation and commissioning by the Buyer or their appointed third party, this clause must be read with clauses 7.RISK AND PROPERTY 15. GUARANTEE U.K. MAINLAND.
a. In the case of Goods delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or
b. In the case of Goods delivered otherwise than at the Seller’s premises, on delivery at the agreed address.
7.2 Notwithstanding delivery and the passing of risk in the Goods, property in the Goods will not pass from the Seller until the Seller has received in cash or cleared sums full payment of the Price and all other sums which are due, owing or payable by the Buyer or the Seller or in respect of which the Buyer will, or may in the future, become liable to make payment to the Seller.
7.3 Until property in the Goods passes to the Buyer.
a. The Buyer will keep the Goods as the Seller’s fiduciary bailee. The Buyer will keep the Goods separate from those of the Buyer and third parties and keep the Goods properly stored, protected, insured and identified as the Seller’s property.
b. Subject to (c) below the Buyer may resell the Goods in the ordinary course of its business but will account to the Seller for the proceeds of sale or otherwise of the Goods, including insurance proceeds. Until the Buyer has accounted to the Seller for the proceeds of sale or otherwise of the Goods, the Buyer will hold the relevant debt due to the Buyer and the relevant proceeds on trust for the Seller. The Buyer will keep all such proceeds separate from any moneys or property of the Buyer and third parties.
c The Seller may revoke the Buyer’s power of sale in respect of the Goods. The power of sale will automatically cease if a petition is presented, any order made or any resolution passed or any other action taken for or with a view to the Buyer’s winding up or administration or being an individual bankruptcy, or an administrative receiver, liquidator or administrator or similar officer is appointed in respect of the whole or any part of its undertaking, property or assets or if it convenes a meeting for the purpose of making, or proposing to enter into, any agreement for the benefit of its creditors. This also applies to any analogous proceedings in another jurisdiction.
d The Seller may at any one time require the Buyer to deliver up to the Seller those Goods which have not been resold. If the Buyer fails to do so or if the power of sale has been revoked or ceased in accordance with Clause 7(iii)(c) the Seller may enter the premises of the Buyer or any third party where the Goods are stored or reasonably believed to be stored and repossess them.
The Buyer may not pledge or in any way charge by way of security any of the Goods which remain the property of the Seller.
a. The Seller will not be liable for damaged Goods unless a claim is notified to the Seller in writing in accordance with Clause 14 within 24 hours of delivery. The Seller will not be liable for defective Goods unless a claim is notified to the Seller in writing in accordance with Clause 14 within 24 hours of the Buyer becoming aware of the defect or, if earlier, within 24 months of delivery. In each case, the notification must include the invoice number, delivery note number and details of the claim. In the case of a valid claim, the Seller may, in its sole discretion, replace the Goods (or the part in question) or refund to the Buyer the Price (or an appropriate proportion of the Price). The Seller will have no further liability to the Buyer.
b. The Seller will not be liable for short delivery or nondelivery unless a claim is notified to the Seller in writing in accordance with Clause 14 within 24 hours of delivery or, in the case of non-delivery, the indicative date given by the Seller for delivery. The notification must give details of the claim and, where appropriate, the invoice number and delivery note number. In the case of a valid claim, the Seller’s liability shall be limited to the excess if any, of the cost to the Buyer in the cheapest available market of similar goods to replace the Goods not delivered over the Price.
c. The Seller will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under these Terms and Conditions by reason of any event or circumstances outside the reasonable control of the Seller, including, amongst other things, any strikes, industrial action, failure of power supplies or equipment.
d Nothing in this Clause shall limit or exclude any liability of the Seller of death or personal injury caused by the Seller’s negligence. Except as provided in this Clause 10, the Seller will not be liable to the Buyer for any consequential loss or damage, costs, expenses (including loss of profit) or other claims for compensation whatsoever arising out of or in connection with the sale of the Goods or their use or resale by the Buyer.
a The date specified as the date on which the change is to take place, or
b It no date is specified or the date specified is less than five clear business days after the date on which notice was given the date falling five clear business days after notice of any change has been given.
12.5 This Clause will not apply for serving any writ, summons, order, judgement or other document arising in connection with any disputes under these Terms and Conditions.
In the event of inoperative goods on installation and commissioning by the Buyer or their appointed third party, this clause must be read with clauses 7.RISK AND PROPERTY 6.7 DELIVERY.
17.1 Installation works referred to in any quotation or invoice allow to position and connect items listed on an accessible, clear and level site to services within 500mm of each appliance to terminals, isolators and governors provided and for making connections to adequate waste, water, gas and electric supplies. Labour rates assume continuous work with unrestricted free access 09.00am to 17.00pm hours Monday through Friday. UK public holidays excepted. All installation works are based on the work being carried out during one uninterrupted visit to site and on a pre-arranged date convenient to both parties.
17.2 A site survey must be carried out in order to ascertain access and services before any installation can take place, which will be charged in advanced.
17.3 Information on required services will be provided by the Seller to the Buyer, in accordance with manufacturers recommendations. In order to carry out any installation, the Buyer must have fixed and final services in place before the Seller will attend the Buyers premises. In the case of gas appliances, adequate ventilation must be in place to Gas Safe standards before installation can commence.
17.4 Services must be fixed and permanent, in order to issue any guarantee in accordance with Clause 15 and 16.