Wherever used, the expression “the Company” shall be deemed to include Charles Pearce Limited, its agents and sub contractors.
Wherever use the expression “the Purchaser” shall be deemed to include Purchaser’s Agent.
1. A tender or quotation of the Company is an invitation or an order subject to these conditions. No contract will result until the Company has confirmed its acceptance of the order in writing. Any addition to, deletion or variation of these conditions will be binding only if expressly confirmed in writing by the Company.
2.a. Prices for goods shall be those ruling at the date of the Invoice. Any query by the Purchaser on the invoice must be made within 30 days of the invoice date.
b. The Company may in its absolute discretion impose an additional small order handling charge to all orders which are less than £500 (exclusive of VAT) or such other order value as shall be specified by the Company.
c. Where payment is made by a credit card an additional 3% shall be added to the gross price.
3. All accounts are payable on demand by the terms agreed, usually before or on delivery but not later than the end of the month following that in which the invoice is dated. In the event of default of the payment by the due date, interest will be charged on all sums overdue at the rate of 4% above HSBC’s base rate from time to time, calculated from day to day, to run both before and after judgement. Further, in default of payment by the due date in respect of this or any other order, the Company reserves the right to suspend delivery or terminate the contract in respect of any undelivered goods.
4. a. Delivery or performance dates or periods are only the best possible estimates and the Company shall not be responsible for any consequences of delay.
b. The purchase shall provide the labour necessary to unload and stack free of charge from the Company and shall ensure that the delivery vehicle is unloaded within a reasonable time, and shall indemnify the Company against any loss or damage arising during unloading.
c. If the delivery address specified in the Purchaser’s order is not a regular delivery address, the Company shall charge a delivery charge for the items, at a reasonable rate, charged by a carrier, plus 10% administration fee for such a delivery.
d. The goods shall be and thereafter remain at the Purchaser’s risk from the time of delivery. Property in the goods shall remain with the Company until the Purchaser shall pay all monies due to the Company, being due under the invoice in respect of this order and under all invoices in respect of previous orders.
e. The Purchaser grants to the Company the right of entry whereby the Company may, at any time, enter upon any premises of the Purchaser to remove any goods being the property of the Company as aforesaid.
f. The Purchaser will hold those goods which are the property of the Company as bailee. In the event of the sale of any such goods, the Purchase will account to the Company for all proceeds of sale thereof, to the extent of the indebtedness of the Purchase to the Company whether in respect of the invoice pertaining to this order or to any other orders.
g. Where the goods are manufactured by the Company in accordance with the Purchaser’s specification(s) or other particulars provided, the Company will be responsible only for the manufacture and delivery of such goods as ordered.
5 Where the Purchaser specifies a particular colour the Company shall not be responsible for slight variations.
6 If for any reasons the Purchaser delays taking delivery of the goods, the subject of any order, such goods retained by the Company whether in transit or store shall be entirely at the risk of the Purchaser and the Company shall be entitled to charge the Purchaser for any cost incurred such as interest, rent etc. If goods are so retained for a period exceeding one month the Company shall be entitled to a payment on account of 90% of the purchase price.
7 a. In the event of any goods being delivered in a damaged condition, the Purchaser shall notify the carrier and the Company within three days of receipt and shall indicate on the delivery note specific details of damage to container or contents. In the event of any shortage of delivery the Purchaser shall notify the carrier and the Company with full details within three days of receipt.
b. In the event that the Purchaser signs the delivery note without specifying details of damage, no claims in respect of damage or missing items will be considered by the Company unless notified by the Purchaser to the Company in writing within three days of receipt.
8 In consideration of the sale of goods by the Company to the Purchaser at a net trade price or at a price less by the amount of any trade discount than the Company’s published recommended selling price thereof and of any offer by the Company to replace or exchange free of charge any defective components for such goods in such manner, on such terms and for such periods as may be published by the Company from time to time, the Purchaser shall by purchasing such goods from the Company thereby waive all claims whatsoever.
a. For rescission under S.14 of the Sale of Goods Act 1979 (or any statutory modification or re-enactment thereof) of any such contract of sale of such goods, and
b. For damages, whether directly/consequential, incurred as a result of any defects in the goods or parts thereof except in the case of damage due to:-
a) Damage to goods incurred prior to delivery of the same to the Purchaser and in respect of which the Purchaser shall give written notification pursuant to condition 7 hereof.
b) An epidemic fault in the goods notified by the Purchaser to the Company and acknowledged by the Company.
c) A major fault in the goods i.e. a substantial fault which cannot be rectified by adjustment or by repair or replacement of standard components or modules.
d) For damages in respect of the cost of labour or other charges incurred in replacing any defective unit.
9 The Purchaser undertakes in respect of the goods purchased from the Company for resale:-
a. If the resale of any such goods by him is to a party dealing as a consumer (as defined by S.12 of the Unfair Terms Act 1977 or any statutory modification of re-enactment thereof) to arrange for any defect in manufacture of material thereto to be rectified without charge to the consumer customer in such manner, on such terms and during such periods as are published by the Company from time to time whether in literature packed with goods or otherwise.
b. If the resale of any such goods by him is not to a party dealing as a consumer (as defined above) to impose on that party as a condition of sale that he enters into a form of guarantee with the Company from time to time whether in literature packed with goods or otherwise.
10 a. The Company shall not be liable to the Purchaser to the extent that fulfilment of its obligations to the Purchaser has been prevented hindered or delayed by force majeur as herein defined.
b. For the purpose of this condition force majeur shall mean any circumstances beyond the control of the Company and shall include (without restricting the generality of the foregoing):
a) Riots, Civil commotions, war, rebellion, national or international emergency, strikes, lockouts, or other labour disputes.
b) Destruction or damage due to natural causes, floods, fires, explosions or breakdown of machinery.
c) Any order of a local, national or international authority.
d) Shortage of labour equipment, materials or supplies.
11 The Purchaser shall indemnify the Company against all damage or injury to any person firm or company and against all proceedings charges and expenses for which the Company may become liable in respect of the goods sold or services supplied under a contract except to the extent admitted expressly in these conditions and unless such damage or injury shall have been a direct result of the negligence of the Company and can be attributed to no other cause (whether in whole or in part).
12 a. If the Company receives the information from which it appears that the Purchaser may be unable to pay his debts the Company shall be entitled to demand security prior to delivery either by payment in cash or by a bank guarantee, notwithstanding any terms of payment previously agreed and in the event that the Purchaser in unable to provide such security the Company shall be entitled to withdraw from the contract without liability.
b. If the Purchaser shall make default or commit a breach of a contract or of any other of his obligations to the Company, or if any distress or executions shall be levied upon the Purchaser’s property or assets, or if the Purchaser shall make or offer any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Purchaser is a limited company and any resolution or petition to wind up the Purchaser’s business (other than for the purpose of amalgamation or reconstruction) shall be presented or if a receiver administrator or liquidator is appointed, then the Company may, without notice
a) Suspend or determine the contract of any unfulfilled part thereof, and
b) Stop any goods comprised in any order in transit
c) Recover any goods from the Purchaser’s premises comprised in any invoices for which payment has not been made in full.
d) Reduce or suspend any discounts made available to the Purchaser.
13. No relaxation, forbearance or delay by the Company in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of the Company hereunder, nor shall any waiver by the Company of any breach operate as a waiver or any subsequent or continuing breach thereof.
14. The Purchaser undertakes not to resell goods purchased from the Company (except for embodiment) knowing that the purchaser or any subsequent purchaser intends to export such goods for delivery to countries not members of the EU.
15. Goods delivered will not be accepted for return without the prior written consent of the Company and receipt of the Purchaser’s advice note stating the reason for the return and the date and number of the Company’s invoice for the goods. All goods return must be securely packed and unless the carrier affecting the return is instructed by the Company, must be consigned carriage paid.
16. Descriptive matter published by the Company relevant to goods offered for sale shall not form part of any contract of sale for the same.
17. The Company does not recognise any terms and conditions of contract supplied by the Purchaser, unless specifically acknowledged and agreed in writing. Execution of, compliance with or implementation of orders does not imply acceptance of the Purchaser’s terms and conditions. No condition purporting to exclude these terms and conditions in the Purchaser’s form of order shall take effect.
18. The Company reserves the right to change its terms and conditions of sale either in total or in part without prior notification.
19. These conditions and the contract to which they apply shall be subject to and construed in accordance with English law.