conditions apply to all orders accepted by the Seller of
the goods (or services) whether they are to be newly supplied
or placed with the Seller for repair, alteration or otherwise,
and any variation of these conditions in any document of the
Buyer is inapplicable unless accepted in writing by the Seller.
prices are strictly net cash against invoice unless otherwise
stated and are exclusive of purchase tax VAT or any similar
taxes, levies or duties. The Seller reserves the right to charge
interest without notice on accounts overdue at
4% above the HSBC Base Rate for the time being on a daily basis
and compounded by three monthly rests.
goods are supplied either in accordance with our or a manufacturers
specification and description and catalogues (if any) supplied
(subject to any modifications made since publication). If
we or the other manufacturer adopts any changes
in construction or design of the goods or the specification
thereof the Buyer will accept the goods so changed in fulfilment
quoted price for the goods may be varied by additions upwards
by the Seller in accordance with market conditions
at the date of actual supply and the Buyer shall pay such additions
in addition to the quoted price. Without prejudice to the generality
of the foregoing "market conditions" shall include
any increase in the cost of labour and / or materials operation
and / or transport.
time or date for delivery named by the Seller is an estimate
only, and the Seller shall not be liable for the consequences
of any delay.
shall be accepted by the Buyer within the period (if any)
named in the Sellers quotation or order confirmation and
such full details as should be necessary (or required by
the Seller) to enable the Seller to complete delivery within
such period shall be supplied by the Buyer.
for any reason the Buyer is unable to accept delivery of goods
at the time the goods are due and ready for delivery the Seller
shall if its storage facilities permit, store the goods and
take all reasonable steps to prevent their deterioration until
their actual delivery and the Buyer shall be liable to the
Seller for the reasonable cost (including insurance)
of its so doing.
provision shall be in addition to not in substitution for any
other payment or damages for which the Buyer may become liable
in respect of his failure to take delivery at the appropriate
a ) No claim for damage in transit, shortage of delivery
or loss of goods will be entertained unless in the case of
damages in transit or shortage or delivery a separate notice
in writing is given to the carrier concerned and to the Seller
within 7 days of the receipt of the goods, followed by a
complete claim in writing within 14 days of receipt of goods,
and in the case of loss of goods notice is given to the carrier
concerned and to the Seller and a complete claim in writing
made within 7 days of the date of consignment.
Where the goods are accepted from
the carrier concerned without being checked, the delivery documents
of the carrier concerned must be signed "not examined".
All goods shall be at the Buyers sole risk from the time of
dispatch from the Sellers premises or, if delivery is made
by the Seller, from the time of delivery to the Buyers address.
( b ) Deliveries may be wholly or partially suspended and the time
of such suspension added to the original contract in the event
of a stoppage delay or interruption of work in the establishment
of manufacturer or Seller during the delivery period as a result
of strikes, lockout, trade disputes, breakdown, accident or any
cause whatsoever beyond the control of the Seller.
( c ) In the event of outbreak of hostilities (whether war
is declared or not) in which the United Kingdom or manufacturer's
country of origin is involved, or in the event of national
emergency, or if the Sellers works should become either directly
or indirectly so engaged on government orders or orders under
priority directions as to prevent or delay work on other orders
the Seller shall be entitled at anytime, on notice to the Buyer
to make partial deliveries or to determine the contract, without
prejudice in any case to rights accrued in respect deliveries
- ( a ) Unless otherwise agreed in writing by the
Seller no condition warranty description or representation
on the part of the Sellers made or to be implied or taken to
have been made or implied as to the quality of life or wear
of the goods
supplied or that they will be suitable for any particular purpose
or for use under specific conditions not withstanding that
such purpose or conditions may be known or made known to the
Seller at the time of this order
and / or during any negotiation hereto.
( b ) Where a sale is made to a wholesaler / retailer outlet
and to a consumer and as such then the goods are sold subject
to and with the benefit of the manufacturers warranty/guarantee
(if any) notwithstanding clause 8(a) hereof.
- ( a ) Goods represented by the Buyer to be
defective shall not form the subject of any claim for work
done by the Buyer or for any loss, damage or expense whatsoever
arising directly or indirectly from such defect but such goods
if returned to the Seller and accepted by him as defective
will at the request of the Buyer and if practicable be repaired
or replaced as considered appropriate by the Seller.
Defects in quality or dimensions in any delivery shall not
be a ground for cancellation of the remainder of the order
In no circumstances must goods be delivered to the Sellers
drivers for return unless the Sellers drivers produce written
authorisation from the Seller. Goods returned must be in their
original packaging and return must be in the Sellers own vehicle
unless otherwise agreed by the Seller in writing. Return not
in the Sellers own vehicle is at the cost and risk of the Buyer.
( b ) Subject to the Unfair Contract
Terms Act 1977 provisions the Seller will not be liable for
any damage or injury (whether
direct or indirect) caused to the Buyer or the persons authorised
or permitted by the Buyer to operate use
or come into contact with the goods due to any faults or defect
( c ) The Seller's liability thereunder shall cease if -
(I) The Buyer shall not have paid in full all invoices for
goods supplied by the Seller.
(II) The Buyer permits other than the Seller or those approved
or authorised by the Seller to affect any replacement of parts
maintenance adjustments or repairs to the goods.
(III) The Buyer has not properly maintained the goods in accordance
with instructions pamphlets or directions given or issued by
the Seller or manufacturer from time to time.
(IV) The Buyer uses any spare parts or replacements not manufactured
by or on behalf of the Seller and supplied by it or fails to
follow the Sellers instructions for the use of the same.
- ( a
) If the Buyer shall make default or commit breach of the contract
or any other of his obligations to the Seller or if
any distress or execution shall be levied upon the Buyers property
or assets, or if the Buyer shall make or offer to make any
arrangements or composition with creditors or commit any act
of bankruptcy or if any petition or receiving order in bankruptcy
shall be presented or made against him, or if the Buyer is
a limited company and any resolution or petition to wind up
such company's business (other than the purpose of amalgamation
or reconstruction) shall be passed or presented, or if a receiver
of such company's undertakings, property or assets, or any
part thereof shall be appointed, the Seller shall have the
right forthwith to determine any contracts Subsisting and upon
written notice of such determination being to the Buyers last
known address any subsisting contracts shall be deemed to have
been determined without prejudice to any claim or right the
Seller may otherwise make or exercise.
( b ) Should default be
made by the Buyer by paying any sum or instalment due under
any order as and when it becomes due, the Seller shall have
the right whether to suspend all further deliveries until the
default be made good or to cancel the order so far as any goods
remain to be delivered thereunder.
- Term of Payment.
Unless otherwise agreed all goods are sold on the basis that
payment in full will be made 30 days form date of invoice
and no property or ownership in the goods shall pass to the
Buyer unless and until full settlement has been made therefore
by the Buyer provided always that if the Buyer allows or
suffers any distress or execution be levied upon the Buyers
property or assets or makes any arrangement or composition
with creditors or commits any acts of bankruptcy or if any
petition or receiver in bankruptcy is presented or made against
the Buyer or if the Buyer is a limited company and any resolution
or petition to wind up the buyers business other than for
amalgamation or reconstruction is passed or presented or
receiver of the Buyers undertaking property or assets is
appointed the Seller is hereby granted license to enter the
Buyers premises and re-take the Sellers goods the property
of which has not yet passed to the Buyer.
Provided further that any sales by the Buyer of the Sellers
goods in which the property has not yet passed shall be deemed
to be sales on behalf of the Seller and the proceeds of the
sale of any such goods shall be and remain the property of
the seller until discharge of all outstanding accounts. In
such event the Buyer will obtain and hand to the Seller all
necessary documents and certificates relating to VAT. Any
proceeds of sale of the Sellers said goods shall be held
by the buyer in a separate bank account in trust for the
Mitsco Ltd, Unit 5 Aston Fields Trading Estate, Aston Road,
Bromsgrove, B60 3EX.