Interpretation in these Conditions:

"BUYER" means the person named as the Buyer in the Contract

"GOODS" means the goods and/or services which the Seller is to supply in accordance with these Conditions

"SELLER" means Aspinall Enterprises Ltd trading as ramsayholmes

"CONDITIONS" means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller

"CONTRACT" means the contract for the purchase and sale of the Goods

"WRITING" includes telex, cable, facsimile transmission and comparable means of communication addressed to the applicable party at its registered office or principal place of business.

The headings in these Conditions are for convenience only and shall not affect their interpretation.
 

•1.        Basis of the Sale

•1.1.  The Seller shall sell and the Buyer shall purchase the Goods in accordance with the written quotation of the Seller which is accepted by the Buyer, subject to these Terms and Conditions, which shall govern the Contract to the exclusion of all other terms and conditions including the terms of the Client's Purchase Order (if any) shall be superseded and excluded by the terms and conditions of this Agreement.

•1.2.  No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

•1.3.  The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing.

•1.4.  Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

•2.        Orders and Specifications

•2.1.  Any order accepted by the Seller will be subject exclusively to these Terms and Conditions.

•2.2.  The Buyer shall be responsible to the Seller for ensuring the accuracy of the specification of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with the said specification.

•2.3.  The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation.

•2.4.  The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

•2.5.  No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

•2.6.  Any additional work to that specifically denoted on an estimate shall be charged by the Seller at the currently applicable labour rate plus the value of any additional parts required.

•3.        Price of the Goods

•3.1.  The price of the Goods shall be the Seller's quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

•3.2.  The price is exclusive of any applicable Value Added Tax, which the buyer shall be additionally liable to pay to the Seller.

•4.        Terms of Payment

•4.1.  Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection.

•4.2.  The Buyer shall pay the price of the Goods (without any deduction) within 30 days of the date of the Seller's invoice. Receipts for payment will be issued only upon request.

•4.3.  If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

•4.3.1.       cancel the contract or suspend any further deliveries to the Buyer;

•4.3.2.       appropriate any payment made by the Buyer to such of the Goods  as the Seller may think fit and

•4.3.3.       charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above The Bank of England base rate, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

•5.        Delivery

•5.1.  Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

•5.2.  Any dates quoted for delivery of the Goods are approximate only and the seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

•5.3.  If the Seller fails to deliver the Goods for any reason the Seller will not be liable to the Buyer for any costs arising.

•5.4.  If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery  then, without prejudice to any other right or remedy available to the Seller, the Seller may:

•5.4.1.       store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

•5.4.2.       sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

•6.        Risk and Property

•6.1.  Risk of damage to or loss of the Goods shall pass to the Buyer:

•6.1.1.       in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

•6.1.2.       in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery.

•6.1.3.        Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

•7.        Warranties

•7.1.  Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification and their normal standards of quality of manufacture or supply at the time of delivery.

•7.2.  This is subject to the following conditions: -

•7.2.1.       the Seller shall be under no liability in respect of any defect in the Goods arising from any design or specification supplied by the Buyer;

•7.2.2.       the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

•7.3.  Any claim by the Buyer which is based on any defect in the quality or conditions of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.

•7.4.  Where any valid claim in respect of any of the Goods which is based on any defect in the quality or conditions of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

•8.        Liability

•8.1.  In this clause, the following expressions shall bear the following meanings: -

•8.1.1.       "liability" means any and all legal liability howsoever arising, whether for breach of contract (including this Contract), tort, breach of statutory duty or otherwise howsoever;

•8.1.2.       "damage" includes: -

•8.1.2.1.   any physical damage or loss of any kind whatsoever, whether to property of the Buyer, its customers or any third party; and

•8.1.2.2.   any financial loss of any kind whatsoever suffered by the Buyer, its customers or any third party, whether or not such financial loss is caused by or consequent upon any physical damage or loss.

•8.2.  The Seller and its employees shall have no liability to the Buyer for any damage caused directly or indirectly by any breach of any of the terms of this Contract, or without prejudice to the generality of the foregoing by: -

•8.2.1.       any defect in the manufacture of the Goods;

•8.2.2.       any non-performance or delay in delivery of the Goods;

•8.2.3.       any failure of the Goods to comply with the terms, conditions and warranties of this Contract or of any other agreement relating to the Goods;

•8.2.4.       any inaccuracies, defects or omissions in any work performed, information provided or advice given pursuant to, in connection with or as a result of the specification and manufacture of the Goods;

•8.3.  Nothing in this clause shall be taken to exclude or restrict any liability of the Seller for death or personal injury resulting from the negligence of the Seller or its employees, servants or agents or to exclude or restrict any other liability of the Seller which cannot by law be excluded or restricted.

•8.4.  The Seller does not give any express or implied representations and this Contract does not contain any express or implied terms, warranties or conditions as to: -

•8.4.1.       the quality or fitness for a particular purpose of any Goods (or of any services, design, workmanship, materials or parts used in connection therewith) or as to their correspondence with any description or sample; or

•8.4.2.       the accuracy, sufficiency or completeness of any work performed, information provided or advice given pursuant to, in connection with or as a result of the use of the Goods.

•8.5.  In particular, there are hereby expressly excluded all conditions, warranties and other terms which might otherwise be implied (whether by common law, by statute or otherwise) as to any of the matters set out in paragraphs above. Without prejudice to the generality of the foregoing, there are hereby expressly excluded any terms, conditions or warranties which would otherwise be implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended) or by sections 3 to 5 of the Supply of Goods and Services Act 1982 (as amended), or by any statutory modifications, amendments or re-enactments thereof.

•9.        Insolvency of Buyer

•9.1.  This clause applies if:

•9.1.1.       the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or

•9.1.2.       the Buyer ceases, or threatens to cease, to carry on business; or

•9.1.3.       the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

•9.2.  If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

•10.      Law

•10.1.         The Contract shall be governed by the laws of England and the parties shall submit to the non-exclusive jurisdiction of the English courts.