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TERMS AND CONDITIONS OF SALE OF CONSTRUCTIONLINES LIMITED
In these conditions “the company” shall mean Constructionlines Ltd. The “purchaser” shall mean the person, firm or company to whom any quotation is addressed or with whom any contract is made and “the goods” shall mean the goods and/or services agreed to be sold by the company to the purchaser.
1. QUOTATION AND ACCEPTANCE
i. All quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other terms stipulated or referred to by the purchaser whether in its order or any other document, or in any negotiations or communication or course of dealing established between the company and the purchaser.
ii. No modification or amendment of these terms or addition thereto shall be effective unless made in writing and signed by a Director of the company.
2. DESCRIPTION OF AND STATEMENTS AS TO GOODS
i. Save where the goods are stated to be sold complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weight and dimensions submitted by the company or otherwise contained in the company’s catalogues, brochures quotations, price lists and publicity materials are approximate only and the company shall not be liable for their accuracy unless they are expressly incorporated into the contract in writing.
ii. These terms represent the entire agreement between the company and the purchaser relating to the goods, and such terms supersede, and the purchaser shall not place any reliance upon any statement, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the company of the purchasers order) by the company, its servants or agents as to any matter relating to the goods save where such statement, recommendations or advice is given in writing and signed by a Director of the company in response to a specific written request from the purchaser before or at the time of the company’s acceptance of the order.
i. Prices quoted by the company are current at the date of quotation and shall be valid provided that delivery
is to take place within 30days from the date of quotation. The company reserves the right to increase prices before it accepts a purchaser’s order so as to reflect one or more of the following:
ii. Any variation that may have occurred in the costs of labour, materials, suppliers overheads and transport.
iii. Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods.
iv. Any cost to the company resulting in delay by the purchaser in giving to the company information sufficient to enable it to supply the goods or provide the services or resulting from any alteration made at the request of the purchaser in the specification of the goods or in the place to which they are to be delivered or shipped.
v. Any extra cost to the company resulting from the goods being carried at the request of the purchaser by modes of transport more expensive than the company’s normal form of transport.
i. Unless otherwise agreed in writing, the price for the goods will be due and payable on the last business day of the month following delivery:
ii. The company shall be entitled to charge interest on any part of the price which is not paid in accordance with clause (I) at the rate per annum of 8%.
iii. Time of payment is of the essence and if the purchaser defaults in punctual payment of the price the company shall be entitled to terminate the contract and recover the goods at the purchaser’s expense without prejudice to any further rights which the company may have.
iv. Any default in payment of an invoice or an instalment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the company to the purchaser immediately payable in full without demand being made notwithstanding any contrary provisions as to terms of payment in any one or all invoices and the company shall have right to;
v. Recover from the purchaser all direct expenses reasonably incurred in the collection of any overdue sums;
vi. Suspend manufacturing, ordering, delivering or any other work or services; and
vii. Recover all costs incurred as a result of such suspension including reasonable cost for storage.
viii. If the purchaser fails to give all instructions reasonably required by the company and all necessary documents, licences, consents and authorities for forwarding the goods or is unable to accept delivery of the goods at the time when the goods are due and ready for despatch or delivery or shall otherwise cause or request delay, the purchaser shall pay to the company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which, at the company’s absolute discretion, if its storage facilities permit, the goods will be stored at the purchaser’s sole risk. This provision shall be additional to and not in substitution for any other payment or damages for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date.
ix. The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the company and such admission is signed by a director of the company.
x. In the absence of any specific appropriation by the purchaser, the company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the company in its absolute discretion shall think fit.
i. Any time or date stated for delivery is given and intended as an estimate only and the company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising;
ii. Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely;
iii. The physical delivery of the goods to the purchaser at the company’s works;
iv. The physical delivery of the goods to the purchasers carrier or agent for the purpose of transmission to the purchaser or his nominee;
v. The physical delivery to the purchaser’s place of business or such other place as he may direct by the company, its carrier or agent, the purchaser being responsible for unloading.
vi. Signature of the company’s delivery note by any employee, representative or agent of the purchaser shall be conclusive proof of delivery;
vii. Where the contract provides for delivery by the company, its carrier or agent, such carrier or agent shall be deemed to be the agent Constructionlines: Credit Account Application of the purchaser and;
viii. Any claims for non-delivery must be made in writing to the company within three days of receipt of invoice or advice note whichever is the earlier.
ix. Any claim in respect of goods damaged in transit or shortages in delivery must be made in writing to the company within two days of delivery; shortages in delivery shall not give rise to a right to reject the goods delivered.
x. The company shall be entitled to make partial deliveries or deliveries by installments and all the provisions of these terms shall apply to such deliveries.
xi. The company shall use all reasonable endeavors to the best of its ability to deliver the total linear requirements on the lengths ordered, but reserve the right to fulfill the order in available lengths at the same price per linear meter.
6. PROPERTY AND RISK
i. Risk in the goods shall pass to the purchaser at the time of delivery at the time the delivery takes place in accordance with clause 5 above and the purchaser shall be solely responsible for insuring the goods thereafter.
ii. The company shall retain ownership of and title in the goods delivered until full payment is made under any other contract with the purchaser for which payment is outstanding. Until such time the goods shall be;
iii. Stored separately from other goods in the possession of the purchaser;
iv. Marked or otherwise rendered identifiable as being the property of the company;
v. Held by the purchaser as bailee of the company;(iv) held by the purchaser free from any charge, lien or encumbrance;
vi. Provided the company has not requested their return and notwithstanding that payment in full has not been made for all of the goods delivered, the purchaser as principal and not as agent for the company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business;
vii. Where the purchaser sells any goods prior to paying all amounts due to the company in full;
viii. The company shall have the right at any time by its servants or agents to enter the purchaser’s premises where the goods are stored, so as to;
ix. Retake possession of and sell the goods when the company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the company may have arising there from;
x. Inspect the storage of the company’s goods
xi. Investigate and ascertain whether all these items are being complied with,
xii. Notwithstanding condition 6 the company shall be entitled to maintain an action for the price of the goods at any time when payment is due.
xiii. If, prior to payment being made ;
xiv. The goods become commingled with goods belonging to the purchaser and/or any third party the purchaser shall hold the company’s proportion of the commingled goods or their proceeds of the sale on trust for the company and shall be treated as a tenant-in-common of the commingled goods or proceeds of the sale;
xv. If the goods become attached to either buildings or plants or machinery of the purchaser, the purchaser agrees that it is not its intention that the goods become fixtures and fittings but shall remain as chattels and be severable from the buildings or plant or machinery.
7. GUARANTEE AND LIABILITY
i. the company guarantees all goods which have been manufactured by the company against any defect of work or materials which can be proved to the company’s satisfaction to have been caused before delivery provided that (I) the goods are used for their normal purpose,(ii)full details of any such defect are notified to the company within thirty days of its first appearance and(iii) the goods in which the defect arises are returned at the purchaser’s expense to the company;
ii. The guarantee shall be for a period of twelve months from the date of delivery in accordance with clause 5 above and the liability of the company shall be limited at its option either to supplying replacement goods which will be supplied subject to these terms, or refunding the price of the goods.
iii. The company gives no guarantee in respect of goods not manufactured by it but shall use all reasonable endeavors to procure for the purchaser or assign to the purchaser the benefit of any guarantee obtained by it from the manufacturer or supplier thereof; however the company shall not be required to commence litigation against such manufacturer or supplier or to incur any expense in connection with any such claim by the purchaser.
iv. The above guarantee is given in lieu of and to the exclusion of all other warranties, conditions, representations and undertakings express or implied by statute or otherwise in respect of the quality of fitness for purpose of the goods or as to their condition or performance or as to any other matter except where such warranty or condition is implied by status and, by reason of a statutory provision cannot be excluded. The purchaser shall be responsible for any defect in the goods or loss, damage, nuisance or interference whatsoever, consequential, economic or otherwise or wastage of material resulting from or caused by the goods, in particular any loss of profit or other economic loss.
v. Save as provided herein and save in any case where death or personal injury has been caused by the company or any case where the company is liable for a defect in the goods pursuant to Part 1 of the Consumer Protection Act 1987 or any statutory replacement thereof, the company shall be under no liability whatsoever to the purchaser for any loss or damage whether direct, indirect or consequential arising out of any defect in, failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act, omission, breach of contract, negligence or willful default in design, workmanship or materials or any other cause.
8. INDEMNITY AS TO INDUSTRIAL PROPERTY RIGHTS
i. The purchaser shall indemnify the company against all loss, damages, cost and expenses suffered or incurred by the company or to which the company may become liable as a result of any work carried out in accordance with the purchaser’s specification(s) which involves infringement and the purchaser agrees to indemnify the company from and against all liability arising there from.
ii. If the purchaser uses or sells the goods in such a manner as to infringe any such rights the company shall not be responsible for such infringement and the purchaser agrees to indemnify the company from and against all liability arising there from.
iii. All intellectual and industrial property rights in the goods remain with the company and sale of the goods to the purchaser shall not grant any licence or right to any such rights.
i. The company shall have the right forthwith to cancel the purchaser’s order if any of the following events occur and subject to enforcement of the company’s rights to recover the goods and to receive payment of the price or damages, the contract shall be deemed to have terminated if;
ii. The purchaser commits any breach of its obligations to the company;
iii. Any distress or execution is levied upon any property of the purchaser;
iv. The purchaser makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or insolvency;
v. Any resolution is passed or petition presented to wind up the purchaser;
vi. A receiver or administrator is appointed or any charges take possession of all or part of the undertaking or assets of the purchaser;
vii. The purchaser stops payment or ceases or threatens to cease to carry on its business or to pay its debts as and when they fall due;
viii. Any remittance for payment of the whole or part of the purchase price of goods is dishonoured by the purchaser’s bankers.
i. The purchaser shall not assign or transfer or purport to assign or transfer any contract to which these terms apply to any other person without the company’s prior written consent. The company reserves the right to subcontract the performance of the contract or any part of it.
11. FORCE MAJEURE
i. If the company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of war, embargo, riot, strike, lockout, trade dispute, fire, breakdown of plant or machinery, inclement weather, interruption of transport, Government action, delay in delivery to the company of any goods or materials or by any cause whatsoever (whether or not of a like nature to the foregoing) outside its control, it shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.
12. PROPER LAW
i. The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.