Terms & Conditions of Sale & Supply
1. General
In these conditions:
- 1.1 "The Seller" means Abbott of Cornwall
- 1.2 "The Customer" means the buyer or their agent who accepts a quotation of the Seller for the sale or the supply of the goods or whose order for the goods is accepted by the Seller
- 1.3 "Goods" means the Goods (including any instalment of goods) which the Seller sells or supplies in accordance with these conditions
- 1.4 "Conditions" means these Conditions
- 1.5 "Quotation" means any quotation or tender issued by the Seller to the Customer
- 1.6 "Price" means the price as defined in clause 4 hereof
- 1.7 Once accepted by the Seller, orders may not be cancelled by the Customer without the Seller's prior written agreement
2. Terms
These Conditions together with any special written terms agreed between the Seller and the Customer govern all contracts by which the Seller sells Goods to the Customer and:
- 2.1 the Seller shall sell and the Customer shall buy the Goods subject to the Conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any quotation or order is made or purported to be made
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2.2 Unless specifically agreed by the Seller in writing the following shall be of no effect to the extent that they are inconsistent with these conditions:
- (a) Any Conditions of Purchase submitted by the Customer
- (b) Any previous representations by the Seller
- 2.3 No variation to these Conditions shall be binding unless agreed in writing between an authorised representative of the Customer and the Seller
- 2.4 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract the Customer acknowledges that it does not rely on and waives any claim for breach of any representations which are not so confirmed
3. Orders
- 3.1 The Customer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Customer. The quantity, quality and description of any specification for the Goods shall be those set out in the Seller's quotation or proposal if accepted by the Customer or the Customer's order (if accepted by the Seller)
- 3.2 Any samples supplied by the Seller will be supplied to show substance and general character only and will be typical of normal production as to the quality of the Goods and all capacities, dimensions and colours shall be subject to reasonable variation
- 3.3 Orders by the Customer shall not be binding upon the Seller until accepted and where the Customer has to supply further particulars before the Seller can supply the Goods no order shall be binding on the Seller until the Customer has supplied the particulars and they have been agreed by the Seller
- 3.4 With respect to catalogue sales the Seller tries to ensure that all the Goods listed in the catalogue are available from stock held in the Seller's warehouse whenever possible but the Seller takes no responsibility for any unavoidable fluctuations in the quantity of stock held
4. Price
- 4.1 The price of the Goods shall be the price ruling at the date of despatch of the order and shall where possible be the Seller's quoted price in any catalogue proposal, quotation or order acknowledgement or invoice sent to the Seller by the Customer or in the case of cash sales in the sales receipt. The Seller may increase the price according to the provisions of Clause 4.3
- 4.2 Prices indicated in the Seller's catalogues price list and point of sale literature are for guidance only and the Seller reserves the right to withdraw or revise such prices at any time
- 4.3 Although the Seller makes every effort to stabilise prices over at least a twelve month period the Seller reserves the right at any time before delivery without notice to increase the price of the Goods to reflect any increase in the cost to the Seller due to any factor beyond its control or due to any change in delivery dates or quantity specifications for the Goods requested by the Customer or any delay caused by any instructions of the Customer or any failure of the Customer to give the Seller adequate information or instructions
- 4.3 Unless otherwise stated in writing all quotations are based on the daily price current at the date of the quotation for the quantities of Goods specified. Prices for smaller quantities of Goods may be higher. Any quotation given to the Customer by the Seller will operate as an invitation to place an order. Any quotation given is not tender and is subject to confirmation by the Seller upon receipt of the Customer's order. The minimum order value which will be accepted by the Seller on credit sales is £10
- 4.4 Where relevant all prices charged are exclusive of V.A.T. or any other sales tax which shall be due at the rate ruling on the date of the Seller's invoice
- 4.5 Payment of the price and V.A.T. shall be due:
- 4.5.1 on delivery except for customers with a trade account
- 4.5.2 Customers with a trade account 30 days from the date of the invoice unless otherwise agreed in writing by the Seller in an acknowledgment of order or otherwise agreed in writing between the parties
- 4.6 Unless otherwise amended in writing by the Seller all Quotations shall remain open for acceptance within 28 days from the date of the Quotation and no Quotation shall be binding on the Seller until a written acknowledgment of the order has been received by the Customer
- 4.7 Interest on overdue invoices shall accrue from the date when payment of the price becomes due from day to day until the date of payment at a rate of 4% above the London Inter-Bank rate from time to time in force and shall accrue at such rate on a daily basis after as well as before any Judgment together with all costs incurred by the Seller in collecting any overdue sums
- 4.8 If the Customer fails to make any payment on the due date then without prejudice to any of the Seller's other rights the Seller may:
- 4.8.1 Withdraw or restrict credit facilities, suspend or cancel deliveries of any goods or articles due to the Customer; and/or
- 4.8.2 appropriate any payment made by the Customer to such of the Goods (or goods supplied under any other contract with the Customer) or to any expenses whatsoever incurred by the Seller associated with the failure of the Customer to make payment on the due date as the Seller may in its sole discretion think fit
- 4.9 Prices include the cost of carriage where the Seller has agreed to arrange for the Goods to be delivered to the Customer unless otherwise agreed in writing between the Seller and the Customer
- 4.10 A credit account may be opened by a Customer at the Sellers absolute discretion subject to the Customer satisfactory completing a two month trading period during which payment terms would be cash on delivery and providing at least two satisfactory trade and one bankers reference. Where an application for a credit account is made by a limited company director's personal guarantees may be required
- 4.11 The Customer shall not without the prior written agreement of the Seller deduct or set-off from any money or monies due to the Seller any claim for loss or damage of any kind whatsoever
5. Delivery & Acceptance
- 5.1 Where Goods are collected from the Seller's premises delivery will take place on preparation of an invoice or a sale receipt or advice note
- 5.2 Unless otherwise agreed in writing:
- 5.2.1 Delivery of the Goods shall be made carriage paid to the address given by the Customer
- 5.2.2 Times specified for despatch or delivery will be approximate only and despatches of Goods may be made at such intervals and in such quantities as the Seller shall in its discretion decide. Each despatch will constitute a separate contract
- 5.3 The risk in the Goods shall pass to the Customer upon such delivery taking place
- 5.4 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery and delivery shall take place on signature of the driver's delivery sheet and the latter shall then be proof of delivery of the Goods
- 5.5 The Customer shall take delivery of the Goods notwithstanding that the quantity so delivered shall be either greater or less than the quantity ordered provided that such discrepancy in quality shall not exceed 10%
- 5.6 The Seller reserves the right to deliver the Goods in reduced quantities if insufficient stock is available for any order unless otherwise agreed in writing with the Customer
- 5.7 If any of the Goods prove to be defective at the time of delivery other than through damage in transit and the Seller is advised of such defect within 14 days of delivery the Seller shall at its discretion either credit the Customer with the price of the defective Goods or replace the defective Goods as the Seller shall in its absolute discretion decide In such circumstances the Seller shall not be liable for any other damage or loss including consequential damage or loss
- 5.8 The minimum order value of any delivery of Goods accepted by the Seller shall be £10
- 5.9 The Customer shall be deemed to have accepted the Goods after delivery to the Customer
- 5.10.1 The Seller shall assume that any person prepared to sign its delivery sheet at the Customer's premises has authority to do so
- 5.10.2 The Seller reserves the right to make a charge for delivery or for any re-delivery should there be no-one at the Customer's premises to accept the Goods on arrival
- 5.11 After acceptance the Customer shall not be entitled to reject goods which are not in accordance with the contract
- 5.12 The Customer must inspect the Goods immediately on delivery and if Goods are damaged or part of the order is lost in transit, the Seller will accept no liability unless advised
- 5.12.1 In the case of damage, by phone within 24hours of delivery and
- 5.12.2 in the case of loss, by phone within 24 hours of despatch (and if the damage or loss occurs in transit with carriers or another third party until the Customer notifies such third party and the Seller in writing). The Seller will give credit for the price of Goods or replace any Goods lost or damaged as the Seller shall in its absolute discretion think fit
- 5.12.3 Any delivery note marked ' not examined' will not prevent the operation of this sub-clause nor constitute notice within its terms
6. Risk and Property
- 6.1 The Goods shall be at the Customer's risk as from delivery pursuant to clause 5
- 6.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
- 6.2.1 The Customer shall have paid the Price plus V.A.T. or other sales tax if appropriate in full; and
- 6.22 no other sums whatever shall be due from the Customer to the Seller
- 6.3 Until property in the Goods passes to the Customer in accordance with clause 6.2 above the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Customer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller's property
- 6.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Customer may use the Goods in the ordinary course of the Customer's business. Any such use of the Goods shall be use of the Seller's property by the Customer on the Customer's own behalf
- 6.5 Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise for the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall at all material times be identified as the Seller's money
- 6.6 The Seller shall be entitled to recover the price plus V.A.T. or any other appropriate sales tax notwithstanding that the property in any of the Goods has not passed from the Seller
- 6.7 If the Seller notifies the Customer that:
- 6.7.1 The Customer is in default of payment for more than seven days; or
- 6.7.2 The Seller has bona fide doubts as to the solvency of the Customer; or
- 6.7.3 The events of clause 9 occur; or
- 6.7.4 The contract is terminated for any reason
Then the Customer's rights to deal with the Seller's Goods in accordance with clause 6.4 shall immediately terminate and the Seller shall be entitled:
- 6.7.5 To repossess the Seller's Goods; and
- 6.7.6 To be paid any sums which the Customer may hold as the fiduciary agent of the Seller
- 6.8 Until such time as property in the Goods passes from the Seller the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold. If the Customer fails to do so the Seller may for the purpose of repossessing the Goods enter upon any premises or vehicles owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods and the Customer shall take all necessary steps to facilitate repossession of the Seller's Goods. On the making of such request the rights of the Customer under clause 6.4 shall cease
- 6.9 The Customer shall not pledge or allow any lien or in any way charge or allow any other interest to arise by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Customer does do so all sums whatever owing by the Customer to the Seller shall forthwith become due and payable
- 6.10 The Customer shall insure and keep insured the Goods to the full price against "all risks" to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the Policy of Insurance. Without prejudice to the other rights of the Seller, if the Customer fails to do so all sums whatever owing by the Customer to the Seller shall forthwith become due and payable
7. Customer's Obligations
- 7.1 It is the responsibility of the Customer to test and approve materials for compatibility with each product with which the Goods are to be used and the Seller will give no warranty with respect to any such compatibility
- 7.2 If the Customer requests delivery of Goods to a site off the public highway the Customer shall indemnify the Seller against any loss claims damages or expenses whatsoever which the Seller may incur whether as a result of damage to the delivery vehicle the Goods the Customer's property or any third party property
8. Warranties and Liabilities
- 8.1 All new Goods supplied carry the usual manufacturer's guarantee and will be reasonably fit for their general purpose but other than that the Customer shall not be entitled to the benefit of any other guarantee and otherwise all warranties conditions or other terms implied by statute or common law concerning fitness for any purpose merchantability or otherwise are excluded to the fullest extent permitted by law
- 8.2 Any Goods found to be faulty due to faulty workmanship or defective parts will be replaced free of charge if returned within the period specified by the manufacturer's guarantee
- 8.3 Except in respect of death or personal injury caused by the negligence of the Seller its employees or agents the Seller shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty of common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims of consequential compensation whatsoever (and whether caused by negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer
- 8.4 The Customer shall indemnify the Seller in respect of any liability loss claim or proceedings whatsoever arising whether under statute or at common law in respect of any damage to property or the death or injury to any person caused to or by use of the Goods unless in case of death or personal injury only such death or injury shall be proved to have been caused by the negligence of the Seller its employees or agents
- 8.5 In no circumstances whatsoever shall the Seller's liability (in contract, tort or otherwise) to the Customer arising out of or in connection with this contract or the Goods supplied hereunder exceed the invoice price of the particular Goods concerned and the Seller shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside its control
- 8.6 The Seller shall not be liable in any circumstances for Goods not stored used or disposed of in accordance with the Seller's instructions or whose recommended date for sale or use has passed when the Customer supplies or uses them or for any deterioration in the Goods which occur after they have been delivered to the Customer. The Customer should take all reasonable steps to reduce risks to health or safety caused in storage use or disposal of the Goods and should observe any reasonable or special handling use storage or disposal instructions given from time to time by the Seller
- 8.7 The restrictions on the Seller's liability for defective Goods contained in this contract shall apply howsoever the defect or liability has arisen including as a result of the Seller's own (or that of the Seller's agents or sub-contractors) negligence, breach of contract, misrepresentations, breach of statutory duty, or other default or circumstances
- 8.8 Nothing in the preceding clauses shall exclude or limit liability if the Seller's negligence results in death or personal injury, or for any breach of criminal law caused by the Goods proving to be defective on delivery
9. Cancellation
Without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel and terminate this contract forthwith or suspend any further deliveries under the contract without any liability to the Customer and if the Goods have been delivered but not paid for the price of the Goods supplied up to such time shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if
- 9.1 The Customer is in breach of any terms of or purports to cancel the contract
- 9.2 The Customer is unable to pay its debts within the meaning of s123 of the Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision by other jurisdiction
- 9.3 The Customer makes any Voluntary Arrangement with its Creditors or becomes subject to an Administration Order (being an individual or firm) become bankrupt or (being a company) goes into Liquidation otherwise than for the purpose of amalgamation or reconstruction;
- 9.4 An Encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer;
- 9.5 The Customer ceases or threatens to cease to carry on business; or
- 9.6 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
10. Returned Goods
- 10.1 The Seller reserves the right to refuse to accept the return of any Goods correctly supplied to order or unfit for resale unless by prior agreement and maybe subject to a restocking charge
- 10.2 Any returned Goods must be accompanied by the supply date and invoice number and the Customer must obtain the receipt of the Seller for the Goods at the time of return. Our drivers are only authorised to if the appropriate collection note has been raised by our office in advance
11. Force Majeure
- 11.1 The Seller shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performance or any failure to perform any of the obligations of the Seller in relation to the Goods if the delay or failure was due to any cause beyond the reasonable control of the Seller
- 11.2 All Quotations are given and orders accepted subject to Goods being available when required. The Seller shall not be liable for any loss or damage cause by non-performance or by delay in the performance of any of its obligations hereunder to the Customer due to any act of God, war, civil disturbance, government action, strike, lock-out or trade dispute (whether involving its own employees or those of any other person) difficulties in obtaining materials, breakdown in machinery, fire or accident or any other cause whatsoever beyond the reasonable control of the Seller. Without limitation should any such event occur the Seller reserves the right to cancel or suspend the Contract with the Customer without incurring any liability for loss or damage thereby occasioned
12. Arbitration
Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society
13. Proper Law of Contract
- 13.1 This Contract shall be governed by the law of England and Wales
- 13.2 If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one part of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators
14. Notices
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing or by fax addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
15. Waiver
- 15.1 No Waiver by the Seller of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 15.2 If any provision of these conditions held by any competent authority to be invalid or unenforceable in whole or in part the validity of the new provision of these conditions and the remainder of the provision in question shall not be affected thereby
16. Business Hours
Hours of business: - Monday to Friday 8.00a.m - 5.00p.m
The Seller delivers throughout Cornwall on a weekly basis.
17.Headings/Clauses
- 17.1 The headings in these Conditions are for convenience only and shall not affect their interpretation
- 17.2 If the whole or any part of any clause of these terms is invalid that invalidity shall not affect the validity of any other provisions
