REWARD ELECTRICAL DISTRIBUTORS LTD STANDARD CONDITIONS OF SUPPLY
1. INTERPRETATION
In these conditions ‘the company’ means Reward Electrical Distributors Ltd whose registered office is at Unit 2, 280 Foleshill Road, Coventry. CV6 5AH, ‘the customer’ means the person, firm or body whose order for the Goods is accepted by the Company, ‘Goods’ means the goods (including any instalment of the goods or any parts of them)which the Company has supplied to the Customer in accordance with these conditions.
2 . BASIS OF THE SALE
2.1 The Company shall sell and the Customer shall purchase
the Goods in accordance with any order of the Customer which is accepted by the
Company subject to these Conditions which shall govern the Contract to the
exclusion of any other terms and conditions subject to which any such order is
made or purported to be made by the Customer.
2.2 No variations to these Conditions shall be binding unless the same are
varied in writing, signed by a director of the Company and such signed
variation is endorsed upon the Company’s formal written acceptance of order
from the Customer.
2.3 These Conditions shall apply to the Contract between the Company and the
Customer and to all subsequent contracts between the Company and that Customer
unless and until replaced by a revised edition of which the Company has
received a copy.
2.4 The Company’s quotation is limited only to the Goods specified by the
Company. No further obligations on the part of the Company in respect of
pricing are to be implied.
2.5 No indulgence granted or delay permitted by the Company shall constitute
any bar to the enforcement of its rights at any time.
2.6 If any part of these Conditions shall be found to be unreasonable, invalid
or unlawful under any statute or rule of law pertaining thereto, the Court or other competent tribunals shall have the power to strike out or over-ride that
part, whether it be an entire Condition or Conditions, or some part or parts,
thereof, to the extent that it be so found and no further, and the remainder of
these Conditions shall not be affected thereby.
2.7 Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information used by the Company shall be subject to correction
without any liability on the part of the Company.
3. PRICE OF GOODS
3.1 The price of Goods shall be the Company’s quotation
price or where no such price has been quoted (or the quoted price is no longer
valid) the price which will be charged by the Company for such Goods is the
price ruling at the date of delivery.
3.2 The price is exclusive of any applicable Value Added Tax which the customer
shall be additionally liable to pay the Company.
4. TERMS OF PAYMENT
4.1 The time of payment of the price shall be of the essence
of the Contract.
4.2 Payment for any Goods shall be made in cash when the Goods are ready for
collection ex-works from the Company’s premises except where prior to the date
of the contract with the Customer, the Company shall have agreed in writing to
allow credit to the Customer. In cases where credit has been so agreed, the
Customer shall pay the price of the Goods within the time stipulated in the
agreement for credit notwithstanding that delivery may not have taken place and
that the property in the Goods has not passed to the Customer.
4.3 The Customer shall pay the price of the Goods in accordance with condition
4.2 in default of which the Company may maintain an action against the Customer
for the price of the Goods and any other goods or services that the Company has
supplied to the Customer whether or not payment has become due. If the Customer
fails to make any payment on the due date then, without prejudice to any other
right or remedy available to the Company, the Company shall be entitled to:
4.3.1 Cancel the Contract or suspend any
further deliveries to the Customer
4.3.2 Repossess the Goods in the manner stipulated in the Condition 9.4 herein
and resell the Goods in the manner stipulated in Condition 9.5 herein.
4.3.3 charge the Customer interest (both before and after any judgement) on the
amount unpaid at the rate of 2% per month or four weeks calculated on the total
balance outstanding at the end of each four weeks period and pro rata for any
broken period until payment.
5. DELIVERY
5.1 Unless otherwise expressly stated on the quotation
and/or acceptance of order form, any dates given for delivery are estimates
only and in no circumstances shall the Company be liable for any delay in
delivery or performance howsoever arising. Time for delivery shall not be of
the essence of the Contract unless previously agreed by the Company in writing.
The Goods may be delivered by the Company in advance of the quoted delivery
date upon reasonable notice to the Customer.
5.2 Delivery of the Goods shall be made by the Customer collecting the Goods at
the Company’s premises at any time after the Company has notified the Customer
that the Goods are ready for collection, but where the Company agrees to
arrange for the physical delivery of the Goods to the Customer (or to any place
nominated by the Customer), the Company shall make delivery by such method as
the Company deems fit.
5.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and where for any reason howsoever arising the The company considers that it is unable to make complete delivery of any parcel or
instalment of Goods the Company may delay such delivery or make such partial
delivery in one or more occasion as it considers possible and the Customer’s
obligation to pay shall be correspondingly delayed or as the case may be
proportionately reduced. Failure by the Company to deliver any one or more of
the instalments in accordance with these Conditions, or any claim by the
Customer in respect of any one or more such instalments shall not entitle the
Customer to treat the Contract as a whole repudiated.
5.4 If the Company fails to deliver the Goods for any reason other than any
cause beyond the Company’s reasonable control or the Customer’s fault, and the
Company is accordingly liable to the Customer, the Company’s liability shall be
limited to the amount (if any) by which the cost to the Customer (in the
cheapest available market) or similar goods to replace those not delivered
exceeds the price of those not delivered.
6. INSTALMENTS CONTRACTS
6.1 Where any contract is to be performed by the Company in
stages or by instalments each instalment shall be treated as a separate
contract regulated by these Conditions and the times herein set out for the
performance of any act shall relate to each stage and each instalment as if it
were a separate contract.
6.2 Where payment is to be made to the Company by instalments, each instalment
shall be treated as a balance due under a separate contract.
6.3 If any instalment of any payment in respect of any contract is in arrears
the Company may at any time while such arrears continue withdraw from further
performance until the same is paid together with interest in full up to the
date of payment and may commence proceedings to recover the same but this right
shall be without prejudice to any other right or remedy of the Company.
6.4 This Condition 6 shall apply where the Company makes partial deliveries
pursuant to Condition 5.3 hereof.
7. QUANTITY, SHORTAGES AND DAMAGED GOODS
If the Customer notifies the Company in writing received by the Company within five working days of the delivery date of Goods of any shortages or damaged Goods, and the Company is satisfied that such shortages or damage occurred before the time at which risk passed in accordance with Condition 9 hereof, then the Company will make good the shortages (or damaged goods) at its own cost within such time as may be reasonable for the Company having regard to its commitments or, at the option of the Company, reduce the price of the Goods not delivered or (as the case may be) damaged. In no other circumstances shall the Company be liable for any shortages or damaged Goods nor shall the Customer be entitled to any other relief in respect of shortages or damaged Goods.
8. WARRANTY
8.1 The Company warrants that the Goods shall at the time of
delivery correspond to the published specifications when used for the purpose
for which Goods of that type are normally used. Although the Company uses every
effort to ensure that all products are manufactured or supplied to
specification, it is in all cases including repeat orders, for the Customer to
ensure by adequate tests or otherwise that the Goods are fit and suitable for
the purpose for which the Customer requires them and in the specific conditions
and on the specific substrate’s in which they will be used or applied and to be
within such reasonable tolerance and variations as are generally acceptable
within the industry. If any of the Goods are proved to be defective, the
Company’s entire liability hereunder shall be strictly limited to
8.1.1 Replacement at the Company’s expense of any Goods which are proved to be
to the Company’s satisfaction to be defective or
8.1.2 Bringing the Goods into conformity with the published specification of
the Company or
8.1.3 Take back the Goods found not to conform to the warranty and refund the
total purchase price.
8.2 The liability of the Company under the foregoing is conditional upon:
8.2.1 The Customer conforming to the Delivery Conditions
8.2.2 The Customer shall advise the Company immediately by telephone of the
alleged defect and also giving written notice or by facsimile to the Company
within 7 days of the alleged defect and in any event within 10 days of receipt
or delivery of Goods.
8.2.3 The Customer affording the Company reasonable opportunity to inspect the
Goods, application and site conditions
8.2.4 The Customer making no further use of the Goods that are alleged to be
defective after the time at which the Customer discovered or ought to have
discovered the alleged defect
8.3 While the Company will use its best endeavours to give instructions,
recommendations and advice to the Customer in respect of storage, application
and use of the Goods, it shall be understood that it shall be the
responsibility of the Customer to satisfy himself that the intended application
of the Goods is suitable in each application and use.
8.4 Save as stated above all Conditions and Warranties expressed or implied
whether by Statute, Common Law or otherwise as to fitness for purpose are
hereby excluded and the Company shall be under no liability for and direct or
sub-sequential loss, damage howsoever arising, which may be suffered by the
Customer by reason of any defect in or failure to perform on the part of the
Goods.
8.5 The liability of the Company under this Contract shall be limited to any
defects which appear in the course of normal usage and application during the
period of 12 months from the date of delivery to the Customer
9. RISK AND TITLE
9.1 The risk in the
Goods shall pass to the Customer (notwithstanding that the property may not
have been passed to him) on the earlier of the following
9.1.1 Where delivery is to be ex-works, at the time when the Company notifies
the Customer that the Goods are available for collection or
9.1.2 where the Company and the Customer agree that the Goods are to be
delivered otherwise than at the Company’s premises (a) in the case of delivery
post, as soon as the Goods are placed in the postal system (b) in the case of
delivery by the Company’s own transport, as soon as the Goods are offloaded
from such transport or (c) in the case of delivery by any other form of
carriage, as soon as the Goods are received by the carrier or
9.1.3 If the Customer wrongfully fails to take delivery of the Goods, the time
when to Company has tendered delivery of the Goods
9.2 Notwithstanding delivery and the passing of risk in the Goods or any other
provisions of these Conditions, the property in the Goods shall not pass to the
Customer until the Company has received in cash or cleared funds payment in
full of the price of the Goods and any other goods or services that the Company
has supplied to the Customer whether or not payment has become due.
9.3 Until property to the Goods has passed to the Customer as aforesaid, the
Customer shall hold the Goods as the Company’s fiduciary agent and bailee and
shall keep the Goods of the Customer separate from those of the Customer and
third parties and properly stored, protected and insured and identified as the
Company’s property. Until that time the Customer shall be entitled to resell or
use the Goods in the ordinary course of its business, but shall account to the
Company for the proceeds of sale or otherwise of the Goods, whether tangible or
intangible, including insurance proceeds, and shall keep all such proceeds
separate from any monies or property of the Customer and third parties, and in
the case of tangible proceeds, properly stored, protected and insured.
9.4 Until such time as the property in the Goods passes to the Customer or if
Condition 10.1 applies to the Customer (and provided the Goods are still in
existence and have not been resold) the Company shall (without prejudice to any
other available rights and remedies of the Company) be entitled at any time to
require the Customer to deliver up the Goods to the Company and if the Customer
fails to do so forthwith, the Com may by its servants or agents enter upon any
premises of the Customer or any third parties where the Goods are stored and
repossess the Goods
9.5 If the Company repossesses the Goods it may resell the same. If the
proceeds of the sale exceed the amount of the Customer’s indebtedness to the The company, however arising and including damages for breach of any contract or
duty, the Company shall account to the Customer for such surplus.
9.6 The Customer shall not be entitled to pledge or in any way charge by way of
security for the indebtedness any of the Goods which remain the property of the
Company and if the Customer does so, all monies owing by the Customer to the
Company shall (without prejudice to any other right or remedy of the Company)
forthwith become due and payable.
9.7 The benefit and/or proceeds of any dealings with the Goods by the Customer
in contravention of the Company’s rights shall be held in trust for the Company
and any such proceeds shall be paid by the Customer into a separate bank
account in the name of the Company.
9.8 The Company shall have a general lien overall property of the Customer in
possession of the Company for all debts from such Customer howsoever and
whenever arising.
10. INSOLVENCY OF THE CUSTOMER
10.1 The Condition applies if (a) the Customer makes any
voluntary arrangement with its creditors or becomes subject to any
administration order or (being an individual or firm) becomes bankrupt or
(being a company) goes into liquidation (otherwise than for the purpose of bona
fide amalgamation or reconstruction) or (b) any resolution or petition to wind
up the Customers business shall be passed or be presented otherwise than for a
bona fide amalgamation or reconstruction or (c) an encumbrancer takes
possession or a receiver is appointed of any of the property or assets of the
Customer or (d) the Customer shall have any distress or execution levied upon
it, its property or assets or (e) the Customer ceases, or threatens to cease,
to carry on business or (f) a partner in the Company (being a firm) shall have
any distress or execution levied on him, his property or assets, or shall
become insolvent or make or offer to make any arrangement or composition with
his creditors, or commit any act of bankruptcy, or shall have any petition or
receiving order in bankruptcy presented or made against him or (g) the Company
reasonably apprehends that any of the events mentioned above is about to occur
in relation to the Customer and notifies the Customer accordingly.
10.2 If Condition 10.1 applies then, without prejudice to any other rights or
remedy available to the Company, the Contract shall be deemed to be cancelled
in accordance with Condition 11 below, and the Company shall be entitled to
suspend further deliveries under the Contract without any liability to the
Customer, 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.
11. DEEMED CANCELLATION AND CANCELLATION
11.1 If the Customer shall make default in or commit any
breach of its obligations to the Company or if Condition 10.1 above applies to
the Customer or a partner of the Customer, the Customer shall be deemed to have
cancelled the Contract and any other contract then subsisting between it and
the Company. The following provisions shall apply to such cancellation which
shall take effect without prejudice to the Company’s accrued rights and
existing remedies against the Customer.
11.2 If any order for Goods given by the Customer shall be cancelled or be
deemed to be cancelled by the Customer after acceptance of the order by the Company
for any reason otherwise than as herein permitted, the Company shall be
entitled to recover from the Customer as liquidated damages the cost of the
Company of any Goods, works or materials expended in the execution and in the
preparation for the execution of the Contract and further in every case the
the profit which the Company might reasonably have made on the Contract but the The company shall give credit for the amount of any such costs (but not profit)
recovered in respect of the same goods or materials by virtue of any other
contract and for the amount of any deposit recovered from the Customer. Such sum
ascertained as aforesaid shall be certified by the auditors to the Company and
their certificate shall be final.
12. GENERAL
12.1 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in writing addressed to that another 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.
12.2 No waiver by the Company of any breach of the Contract by the Customer
shall be considered as a waiver for subsequent breach of the same or any other
provision of the Contract.
12.3 Any dispute between the Company and the Customer arising in any way in
connection with the Contract between them shall be determined by reference to
arbitration under to provisions of the Arbitration Acts 1950-1979; and the
award of such arbitrator or arbitrators shall be a condition precedent to
either party to sue the other except for action by the Company for debts due
from the Customer.
12.4 The Contract between the Company and the Customer shall be governed
exclusively by English Law