1. Definitions.

 

1.1 “Customer” Means the person who buys or agrees to buy the Goods from us.

1.2 “Conditions” Means the terms and conditions of sale set out in this document.

1.3 “Goods” Means the articles which the Customer agrees to buy from us.

1.4 “Price” Means the price of the Goods in accordance with paragraph 4 but subject to paragraph 5 and excluding VAT.

1.5 “Us” “We” “Our” or such other similar terms as the context requires Means Connell of Sheffield (a trading name of Electro Group Ltd) of 9 Meadowbrook Park, Station Road, Holbrook, Sheffield S20 3PJ.

 

2.  Conditions.  All Goods are sold subject to these Conditions which shall prevail over any conflicting conditions sought to be imposed by a Customer by whatever method.

Any variation of these Conditions (including any special terms and conditions agreed) shall be inapplicable unless agreed in writing by one of our directors.

 

3. Contract.  Publication of our price list constitutes an offer, and the placing of an order is deemed to be an acceptance of that offer.  The resulting contract is subject to these  Conditions of Sale.

 

4. Price.  The Price of the Goods shall be the price shown in our current price list at the time the Goods are dispatched to the Customer.  Prices are subject to change without notice.   Prices shown are exclusive of VAT which will be charged at the current rate.

 

5. Orders.  Unless otherwise agreed, carriage is paid by us on all orders over £150 nett and is routed at our discretion.  A carriage and packing charge will be made for orders below  this value.

 

6. Payment.  Payment of the Price and VAT is due by the last day of the month following the date of the invoice.  Time for payment shall be of the essence.

 

7. Interest.  We reserve the right to charge interest on overdue accounts from the date when payment becomes due until the date of payment at a rate per annum which is 4% above  the current National Westminster Bank base lending rate and such interest shall accrue at such rate after as well as before any judgement

 

8. Late Payment.  If the Customer fails to make payment on the due date then without prejudice to any of our other rights then we may suspend or cancel deliveries of any articles  due to the Customer; and/or appropriate any payment made by the Customer to such of the Goods (or Goods supplied under any other contract with the Customer) as we may in  our sole discretion think fit.

 

9. Specification.  We reserve the right to alter without prior notice the specification of any Goods listed in our price list or catalogue.

 

10. Specials.  Where any Goods are made by us to a Customers design, the Customer indemnifies us against all claims and liability for breach of any patent, copyright registered  design or other intellectual property rights of a third party.

 

11. Guarantee.  Our products are guaranteed against defects in materials or workmanship subject to reasonable and proper usage.  We agree to permit the Customer to return any  of the Goods which are not in accordance with the contract at any time up to 6 months after delivery notwithstanding that the Goods may have already been accepted by

the Customer.  Goods claimed to be defective will be repaired or replaced free of charge provided that they are returned to us carriage paid within such time and that our

examination confirms such defect.  Customers are not authorised to make replacement of our products without our prior written approval.  If the Customer properly rejects any of  the Goods which are not in accordance with the contract the Customer shall nonetheless pay the full Price for such Goods unless the Customer promptly gives us notice of rejection  before the date when payment of the Price is due.

 

12.   Liability.  Subject to the foregoing guarantee, all warranties express or implied, conditions, undertakings or representations however imposed or occurring are hereby expressly  excluded.  We will not be responsible for consequential loss, damages or any other liability, arising out of breach of this contract or otherwise.

 

13. Delivery.  Delivery of all orders will be made as early as practicable, or as close as practicable to the Customers prior notified specific requirements and the Customer shall make  all necessary arrangements to take delivery of the Goods whenever they are tendered for delivery (“Delivery”).  Notwithstanding any delay, orders will remain valid and binding.  All  methods of Delivery are subject to the operational performance of the carrier concerned, and we do not accept any responsibility or liability whatsoever for any carriers own late  Delivery.  We reserve the right to make part deliveries against any order and to invoice each part delivery at the time of despatch.  Such invoices will be payable in accordance with  the terms of this contract notwithstanding that the balance of the order has still to be delivered.

 

14. Shortages.  Shortages or damage or other failure to comply with this contract must be reported to us within 48 hours of receipt of consignment.

 

15. Non Delivery.  Non Delivery of a consignment must be notified to us within 21 days from the date of despatch to enable us to make a claim upon the carriers.  Notification outside  this period invalidates the claim and no responsibility will be accepted by us payment for the Goods remaining due.

 

16. Cancellation.  Cancellation of any order or part of an order will only be accepted with our prior consent.  We may cancel this contract at any time before the Goods are Delivered by  giving written notice.  We shall not be liable for any loss or damage whatever arising from such cancellations.

 

17. Return of Goods.  Goods correctly ordered by the Customer may only be returned after obtaining the written authorisation of one of our directors.  Any Goods accepted for return  will be credited at the invoiced price less a handling charge.  Consent will not be given to return of goods made specially to order.

 

18. Title and Risk.  The goods shall be at the Customers risk as from Delivery.  In spite of Delivery having been made, property in the Goods shall not pass from us until (a) the

Customer has paid the Price plus VAT in full, and (b) no other sums whatever are due from the Customer.  Until property in the Goods passes to the Customer the Customer shall  hold the Goods and each of them on a fiduciary basis as our bailee.  The Customer must store the Goods (at the Customers own cost) separately from all other goods in its

possession and marked in such a way that they are clearly identified as our property.  Such Goods shall not be pledged or in any way have been charged by way of security for any  indebtedness.  Notwithstanding this, the Customer may resell the Goods as a principle on condition that as long as any monies are due to us, the Customer shall account to us for  the proceeds of such resale to the extent of the amount outstanding and shall hold such proceeds in a separate in credit account identified as our monies (not mixed with other  monies) and shall be held as our trustee.

 

19. Legal Construction.  This contract is subject to the law of England and Wales and the parties submit to its exclusive jurisdiction.

 

20. Insolvency.  If the Customer fails to make payment for the Goods in accordance with this contract or commits any other breach of this contract for sale or if any distress or

execution shall be levied upon any of the Customers goods or if the Customer offers to make any arrangement with its Creditors or permits any act of bankruptcy or if any petition  in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind-up the  Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver Administrator Administrative Receiver

or Manager shall be appointed over the whole or any part of the Customers business or assets or if the Customer shall suffer any analogous proceedings under foreign law all  sums outstanding in respect of the Goods shall become payable immediately and we may in our absolute discretion without prejudice to any of our other rights suspend all future  deliveries of Goods to the Customer and/or terminate the contract without liability on our part; and/or enter up on any premises owned or occupied or controlled by the Customer  where the Goods are situated and repossess the Goods.

 

21. Back Orders.  We shall be entitled to a general lien on all Goods of the Customer in our possession (including Goods of the Customers which have been paid for) for the unpaid  Price of all Goods sold to the Customer by us under this or any other contract.

 

22. Headings.  All headings are for ease of reference only and shall not affect the construction of this contract.

 

23. Severance.  Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not

affect any other provision of this contract.

 

24. Waiver.  No Waiver or forbearance by us (whether expressed or implied) in enforcing any of our rights under this contract shall prejudice our right to do so in the future.

 

25. Act of God.  We shall not be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond our

reasonable control.

 

26. Third Parties.  Save as expressly provided none of the provisions of this contract are intended to or will operate to confer any benefit (pursuant to the Contracts

(rights of Third Parties) Act 1999) on a person who is not named as a party to this contract.