Company Registration Number: 1201279
Reynolds & Whatley Limited
Trading as: Nottingham Electrical Transmissions
Registered Office: 17 Northern Court,, Basford, Nottingham. NG6 0BJ.
CONDITIONS OF BUSINESS
1) Definitions
In these Conditions the “Company” means REYNOLDS & WHATLEY LTD the “Conditions” means these Conditions of Business the “Purchaser” means the company firm or individual with whom the Company contracts the “Goods” means any item of whatsoever nature which the Purchaser buys or agreed to buy from the Company or on which the Company is to perform any services on the Conditions the “Contract” shall mean the contract between the Company and the Purchaser entered into pursuant to the Conditions the expression “liability whatsoever” shall include without prejudice to the generality of the expression liability in tort (including negligence) and in contract including liability for consequential loss (including loss of profit) or damage of any kind howsoever caused or arising services shall include any repair or maintenance of any goods.
2) General
a. Any quotation or estimate given by the Company is an invitation to the Purchaser to make an offer only and no order of the Purchaser placed with the Company in pursuance of a quotation or estimate or otherwise shall be binding on the Company unless it is communicated to the Company within seven days of the date of the quotation or estimate and whether or not an estimate or quotation is given no order shall be binding unless the goods in question are unsold at the date of receipt of the order.
b. Any contract for the sale of Goods or performance of services howsoever made between the Company and the Purchaser shall incorporate and be subject to the Conditions which shall apply to the exclusion of any other provisions contained in any document issued by the Purchaser. No modification or amendment of the Conditions shall be binding upon the Company unless agreed to in writing by someone duly authorised on behalf of the Company.
c. Unless otherwise specified all descriptions and specifications submitted by the Company or given by the Company or its servants or agents or otherwise contained in the Company’s catalogues, brochures, price lists and other published material are approximate only and do not form part of the Contract being intended merely to present a general idea of the Goods and advice and recommendations while given in good faith are without responsibility and shall not give rise to any liability.
d. The headings are for convenience only
3) Price
Unless otherwise provided in the Contract the price for the Goods
I. are ex-works the Company’s premises at Nottingham or any ex-site from which the Goods may be dispatched in accordance with terms of Contract.
II. prices of Goods shall be those ruling at the date of despatch or if dispatched pursuant to valid quotation, the prices stated in the quotation.
III. shall include the cost of loading onto the Purchaser’s transport on the premises of the Company (except where the Company determines that the Purchaser shall incur an additional charge because of the size and or weight of the Goods) but exclude the cost of packaging.
IV. shall exclude the cost of freight insurance delivery charges VAT and all applicable taxes and duties which shall be payable by the Purchaser and determined at the date of despatch.
4) Payment
a. Unless credit arrangements satisfactory to the Company have been expressly agreed in writing, payment is to be made by the Purchaser in cash prior to the Company dispatching the Goods to the Purchaser and without set off or counterclaim. If such credit arrangements have been agreed and where the Company performs services the Purchaser shall make full payments to the Company by the end of the month following the month within which delivery was made or the services rendered. If payment is not made in accordance with the foregoing the Company without prejudice to its other rights shall be entitled to charge in addition to any monies due under the Contract interest on the outstanding amount at the rate of 2% per annum above the Base Rate of Barclays Bank PLC from time to time in force until the outstanding amount is paid.
b. Time of payment is of the essence for all monies due to the Company.
c. If Goods are being dispatched by instalments (and unless otherwise stated the Company shall be entitled to do so) each instalment shall be treated as a separate Contract to which all the provisions of the Conditions shall apply and failure to pay by the Purchaser will entitle the Company at its option and without prejudice to any other remedy to refuse to make delivery of any further consignment of Goods or to cancel any uncompleted order without incurring any liability whatsoever to the Purchaser.
d. Where payment is made by cheque it shall not be deemed to have been made until the cheque has been honoured by the drawer’s bank.
5) Title
Until the Contract price of the Goods shall have been paid or satisfied in full
a. The title to and property in the Goods shall remain vested in the Company (notwithstanding the despatch of the same and the passing of the risk therein)
b. The Company may at any time recover and resell the Goods (if in the Purchaser’s possession or under its control) and for this purpose the Company and its servants and agents shall be entitled to free and unrestricted entry upon the Purchaser’s premises and or other locations where the Goods are situated.
c. The Purchaser shall possess the Goods as bailee of the Company. If the Company so requires the Purchaser shall store the Goods for the Company in a proper manner without charge to the Company and ensure that they are clearly identified as belonging to the Company. The Company shall be entitled to examine the Goods in storage at any time during normal business hours and upon giving the Purchaser reasonable notice thereof.
d. The Purchaser is hereby authorised to sell the Goods in the ordinary course of its business as agent of and for the account of the Company and to pass good title in the Goods to its customers being bona fide purchasers for value without notice of the Company’s rights but the Purchaser’s right of resale shall automatically cease upon the occurrence of any of the events referred to in clause 14 hereof and or if the Purchaser is in breach of any of the Conditions or other terms of the Contract.
e. Upon the resale of the Goods by the Purchaser the proceeds of sale shall be received and held by the Purchaser in trust for the Company.
f. Nothing in this Clause shall
I. entitle the Purchaser to return the Goods or to delay payment thereof or
II. constitute or be deemed to have constituted the Purchaser as agent of the Company otherwise than for the purpose of this Clause or
III. authorise the Purchaser to give or make any representation or warranty to any third party in relation to the goods which shall be binding on the Company unless the Company shall have authorised the Purchaser so to do in writing.
g. The rights and remedies conferred upon the Company by this Clause are in addition to and shall not in any way prejudice limit or restrict any other rights or remedies of the Company under the Contract and, in particular, the right of the Company to maintain and action for the price of the Goods notwithstanding that property on the Goods has not passed.
6) Risk
a. The Goods shall be at the Purchaser’s risk from the point of the time of that they are dispatched to the Purchaser whether by way of the Purchaser’s carrier or an independent carrier or otherwise.
b. The Goods shall remain at the Purchaser’s risk notwithstanding any subsequent return or retaking of possession by the Company for the purpose of performing any services thereto or otherwise.
7) Despatch of Goods
a. Unless otherwise stated in writing any time or date for the despatch of any Goods or the performance of any services shall run from the date on which acceptance of the order is communicated to the Purchaser.
b. The Company will make all reasonable endeavours to comply with any date or dates for despatch of the Goods or for the completion of the services as are stated in the Contract, but unless the Contract otherwise expressly provides such date or dates shall constitute only statements of expectation and shall not be binding. If the Company having used its reasonable endeavours fails to despatch the Goods or complete the services such failure shall not constitute a breach of the Contract nor shall the Purchaser be entitled to treat the Contract as thereby repudiated or to rescind it or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
c. If the Company shall be prevented or hindered from performing the Contract or any part thereof by any circumstances beyond its reasonable control including (but without limiting the generality of the foregoing) strikes, lockouts or other industrial action, inability to obtain materials or labour, power or machinery breakdown or failure, adverse weather conditions, further performance of the Contract shall be cancelled or suspended at the option of the Company for so long as the Company is so prevented or hindered and the Company in respect of such non-performance shall have no liability whatsoever to the Purchaser
d. Delivery of the Goods for the purposes of the Conditions shall be deemed to have taken place upon their despatch in accordance with Condition 6 a above. Signature of any delivery note by any agent, employee or representative of the Purchaser or by any independent carrier shall be conclusive proof of the despatch of the Goods.
8) Acceptance
a. The Purchaser shall have no right to reject the Goods on the grounds of variation from the quantity ordered where such variation is within a margin of 10% of the quantity of Goods ordered.
b. Any discrepancy between the quantity or type of Goods specified on the Company’s delivery note and the quantity or type of Goods dispatched to the Purchaser or any damage to the Goods must be notified in writing to the Company (and the carrier where appropriate) within seven days of despatch otherwise the Purchaser shall be deemed to have accepted the Goods.
9) Warranty
Where any goods have been sold as reconditioned Goods and are shown to the reasonable satisfaction of the Company to be defective by reason of faulty materials, workmanship or damage prior to despatch by the Company the Company shall at its sole option either
I. Repair such Goods, or
II. Refund to the Purchaser the Contract price of such Goods,
PROVIDED that
A. this Warranty shall only apply if the Purchaser shall notify the Company in writing within fourteen days of becoming aware of any defect and only if such notification shall be received by the Company within twelve months of the despatch of such Goods and such dates shall include the date of despatch.
B. fair wear and tear shall be excluded from this warranty.
C. if so required by the Company all defective Goods shall be returned to the Company’s premises carriage paid by the Purchaser.
D. the Warranty shall not apply if payment has not been made in accordance with the Contract, if the Goods have not been properly stored or used by the Purchaser, if any alteration or repair to the Goods has been made otherwise than by the Company or to Goods sold for use outside the United Kingdom.
E. the Company shall have no other liability in respect of such defects except as mentioned in this condition.
F. if the Company determines to make a refund to the Purchaser the amount to be refunded shall be the Contract price less an amount calculated by reference to the time since the Company dispatched the Goods to the Purchaser (i.e. if such period of time is six months, only 50% of the Contract price will be refunded)
G. in the case of Goods supplied but not manufactured by the Company the Company shall use its best endeavours to pass on to the Purchaser the benefit of any warranty given by the supplier but shall have no other liability in respect thereof.
10) Exclusion of Liability
a. Save as expressly provided in Condition 9 and save where the absolute prohibitions against exclusion and restriction of liability contained in sections 2 1, 6 1 and 6 2 of the Unfair Contract Terms Act 1977 apply the Purchaser must rely on its own skill and judgment in relation to the Goods and the Company shall be under no liability whatsoever to the Purchaser for 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, negligence or wilful default of the Company or its servants or agents or to any other cause whatsoever, and all conditions representations warranties (whether in information supplied in relation to the Goods or otherwise) or other terms whether express or implied written or oral statutory or otherwise inconsistent with the provisions of the Conditions are hereby expressly excluded.
b. The Purchaser is advised to test the Goods before using them in order to ascertain their fitness or suitability for the Purchaser’s purpose.
c. Without prejudice to the foregoing the Company shall in no circumstances be liable for any loss damage costs or expenses which exceed in the aggregate the Contract price of the Goods.
d. The price at which the Company agrees to supply the Goods is based on I. the warranties given and accepted II. the cost of the manufacture of the Goods III. the cost of insurance and IV. the exclusions and restrictions of liability imposed. The Company is prepared to negotiate a different price if the Purchaser requires any variation of such warranties or extension of the liabilities accepted by the Company.
11) Contracts for Services
If the Contract is for and includes services to be performed by the Company then unless the Contract otherwise provides, the Company shall be obliged to carry out such services only during normal working hours and if the services are to be carried out at the premises of the Purchaser or at his request at the premises of any other person then the Purchaser undertakes to provide or to procure the provision free of charge of
I. proper and safe storage and protection of all goods, tools, plant and equipment and materials on site.
II. free and safe access to the site and to the point at which the work is to be executed.
III. All facilities and services necessary to enable such work to be carried out safely and expeditiously and the Purchaser shall pay to the Company the amount of any expenses incurred by the Company by reason of any breach by the Purchaser of any of its undertakings in this sub clause.
12) Indemnity
The Purchaser shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature which may be made against the Company by any third party or which the Company may sustain, pay or incur in relation to any third party claim or demand arising out of or in connection with the use of the Goods or any part thereof in any manufacturing, assembly or building process or from any failure by the Purchaser to communicate any relevant information about the Goods to its employees or from the sale, hire or use of the Goods or any part thereof or any product into which they or any of them have been incorporated, annexed or attached and will take such steps as may be necessary to ensure that the Goods are safe and without risks to health when properly used.
13) Waiver
The omission to exercise or any delay in exercising any of its rights or remedies under any Contract to which the Conditions apply shall not constitute a waiver of any such rights or remedies by the Company.
14) Insolvency
If any distress or execution shall be levied upon the Goods or property of the Purchaser or if the Purchaser (or any partner thereof should the Purchaser be a partnership) shall enter into any negotiation for arrangement or composition with its creditors or commit an act of bankruptcy or (should the Purchaser be a limited company) proceedings shall be commenced to wind up the Purchaser or a Receiver of the Purchaser’s assets or undertaking or any part thereof shall be appointed the Company shall be entitled to determine forthwith any Contract then subsisting without prejudice to any claim or right the Company might make or exercise.
15) Law
All Contracts made between the Company and the Purchaser shall be governed by and constructed in accordance with English law and the Purchaser hereby submits to the jurisdiction of the English Courts.