a. In these conditions, ‘the Company’ means Lockers & Benches Limited and the ‘Purchaser’ means the individual, firm, company or other party with whom the Company contract.
b. No quotation by the Company constitutes an offer and no order in pursuance of any quotation or otherwise shall be binding on the Company unless and until the Company accepts such order. Any contract made between the Company and the Purchaser (herein called “the Contract”) shall be subject to these conditions and no representative or agent of the Company has authority to make any representations inconsistent with them or to enter into any contract except on the basis of them; any such representation or contract will bind the Company only if in writing and signed by a Director.
c. Unless otherwise agreed in writing by the Company these conditions shall override any terms and conditions stipulated or referred to by the Purchaser in his order or pre-contract negotiations.
d. Any description or the colour of any illustration contained in the Company’s website, catalogues, samples, price lists or other advertising material are intended merely to present a general picture of the Company’s products and shall not form representations or be part of the Contract.
e. In the event that the Company has not given a written acknowledgement of the Purchaser’s order these conditions, provided the Purchaser shall have had prior notice of them, shall nonetheless apply to the Contract.
f. The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
a. Where goods are made to a Purchaser’s own specification or design, the Purchaser undertakes full responsibility for the suitability and fitness of the specification or design and undertakes to indemnify the Company against any infringement of any patent registered design or copyright and any loss damage or expense, which it may incur by reason of such infringement in any country.
b. Where under the contract goods are to be installed by the Company.
i. The Purchaser is responsible for ensuring that his premises are adequate to withstand the loads to be imposed and by ordering the goods the Purchaser is deemed to warrant that all floors, foundations, partitions, beams and other parts of the premises are in a fit condition and suitable and sufficient to carry the loads recommended in the Company’s brochure or quotation.
ii. No responsibly is accepted by the Company for failure to comply with any statutory or other regulation of local byelaw affecting the siting, use, operation or construction of the Goods. All consents and approvals required shall be obtained by the Purchaser and by ordering the goods is deemed to warrant to have done so.
iii. All fees or charges made by Local Authorities in connection with regulations or the passing of plans will be payable by the Purchaser.
a. Subject to any agreement to the contrary the Company’s quotations are provisional insofar as they are subject to alteration by reference to any fluctuation in the cost of materials, labour, transport, overheads, currency exchange rates, taxation or any Government Orders and Regulations whether new or existing taking place between the date of quotation and the Company’s acceptance of the Purchaser’s order.
b. Unless otherwise stated all prices quoted or shown in the Company’s catalogues and price lists are exclusive of VAT.
c. If delivery and/or installation of any goods is delayed at the request of the Purchaser beyond any date previously agreed upon the Company shall be entitled to invoice the goods on the said date and for the purposes of Section 5 hereof the despatch of the goods or, as the case may be, practical completion of installation, shall be deemed to have been made on that date. The Company shall then effect delivery and/or installation on or as soon as reasonably practicable after the date requested by the Purchaser.
d. The Company reserves the right to make an additional charge in respect of variations requested by the Purchaser to the terms and specifications of the contract.
4. Description, Drawings, Data, Confidential Information
a. The Company reserves the right to change and improve the design of some or all of the component parts included in this quotation and thereafter supplied accordingly.
b. All drawings, documents and other information supplied by the Company are supplied on the express condition that the Purchaser will not without the written consent of the Company:
c. Give away, lend, exhibit or sell any such drawings or extracts there from or copies thereof.
d. Use them in any way except for the purpose of installing or operating the goods for which they are issued.
e. All illustrations, weights, measures, temperatures, capacities and performance schedules contained in the Company’s printed brochures and sales literature form no part of the contract.
f. The Purchaser shall be responsible for the accuracy of all information and drawings supplied by it and the Company shall not be under any responsibility to check the accuracy thereof.
g. Copyright in respect of all drawings and other documents prepared by the Company shall vest in and remain the property of the Company.
a. Unless otherwise agreed the contract price for the goods includes the cost of carriage to the contracted point of delivery by the means most convenient to the Company.
b. The ‘delivery point’ shall be deemed to be the usual place of delivery for the premises detailed in the delivery address provided in the Purchasers order, this will normally be the first point of entry to the Purchasers/Consignees premises.
c. The delivery carrier shall not be required to provide service beyond the ‘delivery point’, however should any assistance be given it shall be at the sole risk of the Purchaser and/or consignee who shall indemnify the delivery carrier and the Company against all claims and demands whatsoever which could not have been made if such assistance had not been given.
d. It shall be the Purchasers responsibility to make full provision for manual and/or mechanical off loading facilities at the ‘delivery point’, and to ensure its availability to provide safe and timely off loading.
e. Where consignments require special delivery requirements, i.e. vehicle restrictions, tail lifts, two man teams etc or require further transfer or siting within the delivery premises particularly for large or heavy items, this must be requested in writing to the Company and arranged prior to delivery. In such instances a surcharge may apply.
f. Where delivery of goods cannot be affected by default of the Purchaser and/or consignee, including incorrect or incomplete delivery details, additional charges will be raised for return carriage and each subsequent attempt to re deliver.
g. Consignments to destinations requiring delivery appointments may be subject to a surcharge.
h. Where consignments may be requested to be delivered and/or left without a consignees signature, the request must be made in writing and will be at the sole risk of the Purchaser and/or consignee who shall indemnify the Company and delivery carrier against all claims and demands whatsoever.
i. The risk in the goods shall pass to the Purchaser and/or consignee upon their delivery to the specified ‘delivery point’.
j. Before signing for any goods in ‘complete and good condition’ the whole consignment must be checked carefully, any damage to packaging and/or suspected damage to the product, and/or shortage or missing parts must be clearly marked on the carrier consignment and delivery note. The company must also be advised of any such damage or shortage in writing within 3 days of receipt.
k. Claims for damages and/or shortages will only be entertained where the Purchaser and/or consignee has complied full with sections 5(k) and section 10(a) of these Conditions of Business.
l. Where goods are to be delivered by container delivery shall be complete when they are delivered to the container depot.
m. Where goods are sold F.O.B. delivery shall be complete when they are placed on board ship.
n. Collection by the purchaser or his servants or agents shall constitute delivery.
o. In the event of any suspension of work owing to strikes, lock-outs, disputes, breakdowns, accidents or force majeure, deliveries may be wholly or partly suspended until such time as work is resumed.
p. While the Company will endeavour to deliver and/or install the goods by any date agreed upon, such dates are estimates only given in good faith and the Company will not be liable for any failure to deliver or install by such date. Moreover, the Company shall be entitled to retain the goods until any monies due from the Purchaser have been received.
When work on site is undertaken the Purchaser shall provide throughout the period of the installation:
a. A clear and level site with sufficient space adjacent for the placing of material and shall supply necessary foundations and temporary cover over the site to protect the Goods and construction work effectively from the elements.
b. A satisfactory and continuous means of access to the site free from all obstructions together with off loading facilities and parking facilities for vehicles of the Company, its employees and agents.
c. Full and uninterrupted use of electricity, light and water and shall indemnify the Company in respect of any cost, losses and expenses arising out of or in connection with any failure or delay in any such provision.
d. Health and welfare facilities may be required by Law under the regulations current from time to time for employees of the Company while they are engaged at the site in the performance of the contract.
e. The Purchaser shall indemnify the Company in respect of all claims made or proceedings taken against the Company by any third party including, but not limited to employees of the Company, the Purchaser’s employees or the employees of any contractor employed by the Purchaser or the personal representatives or dependents of any such employees or other third parties in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the Goods and Services in any manner whatsoever. Except where it is proven that the Company or its employees have been negligent.
f. All personnel provided by the Purchaser to assist the Company shall in all respects remain employees of the Purchaser.
g. The Company reserves the right to make an additional charge in respect of work carried out other than during normal working hours.
h. The Purchaser shall ensure that the Company’s employees and/or sub-contractors are able to carry out their work with continuity and without hindrance and any expense incurred by the Company as a result of the Purchaser’s failure to do so will be charged extra.
i. Where contractors other than those employed by the Company are involved their programmes will be arranged by the Purchaser to permit the Company’s work to be carried out with continuity and without hindrance. Should the Company be subject to delays or required to make additional visits to the site which are in excess of the contract additional costs will be chargeable to the Purchaser.
j. On completion of the contract all surplus materials supplied by the Company shall unless otherwise agreed, remain the property of and be removed from the site by the Company. Until such material is removed the Purchaser shall take reasonable precautions for the safe custody of such surplus materials.
7. Terms of payment
Subject to credit status and unless otherwise specified in writing by the Company payment shall be made by the Purchaser nett cash not later than the end of the month following the month in which the goods are despatched or in which practical completion of any installation to be carried out by the Company is effected. For this purpose time for payment shall be of the essence of the contract. Without prejudice to any other rights of the Company interest will be payable on all overdue accounts at National Westminster Bank Ltd minimum lending rate plus 4%.
a. If the purchaser shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Purchaser of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract of which these conditions form par as determined but without prejudice to its right to any unpaid purchase price for goods delivered and damages for any loss suffered in consequence of such determination.
b. Cancellation by the Purchaser will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company, up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Purchaser to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing.
c. A charge will be made for any costs incurred by the company due to suspension or deferment of any order .
9. Return of goods
a. Where following receipt of the goods the Purchaser deems the goods to be unsuitable the Company shall only accept the return of such goods for credit subject to the following conditions.
i. Goods shall only be accepted for return by prior agreement with the Company.
ii. It is the responsibility of the Purchaser to return goods at their expense. Where the Purchaser
iii. is unable to return the goods collection can be arranged by the Company and all costs associated with this collection shall be met by the Purchaser. It shall be the responsibility of the Purchaser to ensure that the goods are suitably packed and protected for transport and the Company shall not be deemed responsible for any damage incurred through insufficient packaging. Any damage incurred due to poor/insufficient packaging shall be deducted from any credit due to the Purchaser.
iv. Only standard stock products shall be accepted for return. Where goods are made to the Purchaser’s own specification or design no return shall be accepted.
v. All goods must be returned unused, undamaged and in their original packaging. Where goods are not received in accordance with this condition the cost of refurbishment, repacking or replacement will be deducted from any credit.
b. Following receipt of the goods at the Company a full inspection shall be undertaken and a credit shall be authorised to the Purchaser for the returned goods (based upon their original invoice value) less the following.
i. A handling/re-stocking charge of 20% or Ł25.00 (whichever the greater).
ii. The original delivery charge (where applicable).
iii. The collection charge (where applicable).
iv. Refurbishment/replacement cost (where applicable)
c. Where the value of the goods returned equate to less than the value of the charges the Company shall charge the Purchaser for all additional costs incurred.
a. Where damage or loss occurs to the goods in transit and before delivery thereof to the Purchaser the Company will replace or (in its discretion) repair such goods PROVIDED that the Company’s liability, if any, shall be limited to such replacement or repair and the Purchaser shall not be entitled to make any claim against the Company for consequential loss. Conditions precedent to the Company’s liability hereunder are that the Purchaser shall:
i. Have given to the Company written notice of such damage or loss with reasonable particulars thereof within 3 days of receipt of the goods, or in the case of total loss within 7 days of receipt of the invoice or other notification of despatch.
ii. If so requested have returned damaged goods to the Company within 28 days of receipt.
b. Save as otherwise provided in these conditions the Company’s liability whether in contract, tort or otherwise in respect of any defect in or failure of goods supplied or work done (fair wear and tear or damage due to misuse or improper operation excepted) is limited to replacing or (in its discretion) repairing goods which within 6 months of delivery to the Purchaser or installation by the Company are found to be defective by reason of any defect arising from faulty design, workmanship, materials or installation. Conditions precedent to the Company’s liability hereunder shall be that as soon as reasonably practible the Purchaser shall:
i. Have given to the Company reasonable notice of the defect or failure
ii. Have either returned the goods to the Company or provided authority for the Company’s servants and agents to inspect them.
c. Where the Company agrees to repair or replace goods in accordance with the foregoing provisions of this section any time specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.
d. The Company shall not be liable in contract, tort or otherwise for any direct or indirect costs, damages or expenses relating to damage to property or injury or loss to any person, firm or company or for any loss of profit or production arising out of or occasioned by any error in design or drawings or any defect in or failure of the Goods or Service supplied by the Company or occasioned by reason of any act or omission in its performance of any contract whether of manufacture, supply, design, repair, site supervisory service otherwise whatsoever.
e. All goods supplied by the Company are supplied with the benefit of the terms implied by Section 12 of the Sale of Goods Act 1979 and, where the Purchaser is dealing or holding himself out as dealing in the course of a business, sections 13, 14 and 15 thereof. Subject thereto all other conditions, warranties and other term express or implied, statutory or otherwise, are expressly excluded, save insofar as contained or as otherwise expressly agreed by the Company in writing PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
f. No right of set-off shall exist in respect of any claims by the Purchaser against the Company unless such claims are agreed by the Company in writing and the Purchaser shall not withhold all or any part of any payment which has become due to the Company for work done.
11. Title to goods
The following provisions shall apply to all goods, which under the contract the Company agrees to sell or supply to the Purchaser. No failure by the Company to enforce strict compliance by the Purchaser with such provisions shall constitute a waiver thereof and no termination of the contract shall prejudice limit or extinguish the Company’s rights under this paragraph
a. Upon delivery of the goods the Purchaser shall hold the goods solely as bailee for the Company and the goods shall remain the property of the Company until such time as the Purchaser shall have paid all sums due to the Company whether under the Contract or any other contract. Until such time the Purchaser if so required by the Company shall store the goods separately from goods not being the property of the Company and in such fashion as to be readily identifiable by the Company.
b. The Company may require the Purchaser to return the goods and may recover and re-sell the same (if they are in the Purchaser’s possession or under its control) at any time when any sum owed by the Purchaser to the Company under the Contract or any other contract is not paid on the due date for payment. For the purpose of exercising its rights under this sub-paragraph the Company, its employees or agents together with all necessary and appropriate transport shall be entitled to free and unrestricted entry upon the Purchaser’s premises and any other location where the goods are situated.
c. The Purchaser is hereby licensed to sell the goods and any products incorporating any of them but shall hold the whole of the proceeds of sale as Trustee and agent for the Company and shall not mingle any of the proceeds of sale with his own monies or in any bank account with other monies but shall ensure that all such receipts of sale are kept separate and identifiable. Moreover the Purchaser shall immediately upon receipt of the proceeds of sale remit to the Company the full purchase price of the goods less any part thereof, which has already been paid.
d. If the Purchaser does not receive any proceeds of any such sale on the due date he shall within 7 days notify the Company, and, if called upon to do so, assign to the Company any claim of any nature whatsoever against the person or persons to whom he has supplied the goods or any of them.
The risk in all goods shall pass to the Purchaser on delivery and the Purchaser shall be responsible for effecting appropriate insurance cover and for storing any goods’ to be installed by the Company. In the case of goods to be sent by sea the Company shall be under no obligation to give the Purchaser the notice specified in section 32 (3) of the sale of goods Act 1979.
13. Health & Safety at Work Act (1974)
The Company will on request make available information on the design construction and installation of its products to ensure that as far as is reasonably practible they are safe and without risk to health when properly used. It is the responsibility of the Purchaser to take such steps as are necessary to ensure that the appropriate information is made available to any person to whom the Purchaser supplies any goods supplied by the Company.
Unless otherwise agreed in writing the Company may sub-contract all or any part of any work agreed to be done by it.
15. Force Majeure
The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God, government restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not or, by reason of any other act, matter or thing beyond the reasonable control of the Company.
The proper law of all contracts with the Company is English Law, which shall govern in all respects the construction and effect of such contracts and of these terms of business.