Terms & Conditions
All
orders accepted by the Company, ToolVendor, are subject to the
following conditions which shall prevail over all conditions specified by the
Buyer to the extent that the latter conflict or are inconsistent with them.
Definitions
a. The Company means, 'ToolVendor' which is a trading name of Industrial Tooling Products UK Ltd, 87-88 Circular Road, Storforth Lane Trading Estate, Hasland, Chesterfield, Derbyshire S41 0SN
b. Conditions means these
conditions of sale;
c. Order means the Order
hereby accepted by the Company;
d. Goods means the goods the
subject of the Order including goods altered within 8 below;
e. Buyer means the party placing
the Order.
1.
Prices
1.1 The prices for the Goods
quoted to the Buyer are subject to any increase by the Company in the prices of
such products becoming effective before delivery of the Goods which will be
invoiced at the price ruling at the date of dispatch.
1.2 Unless otherwise stated, the
prices for the Goods to the Buyer are GBP (£) prices ex works, with or without
VAT, as indicated. The VAT depends on the rate of taxation on the day of
delivery.
1.3 For all orders a delivery
charge will be added, details of which can be supplied upon placing the Order.
1.4 For changes or special
requests made after the Order is placed, the invoice will be changed to reflect
these changes.
1.5
Costs for special instructions such as special delivery, insurances etc. will
be paid by the Buyer.
2.
Deliveries
2.1 The Company will use all
reasonable endeavours to keep to agreed delivery dates which are quoted based
on existing commitments but will not be liable for delay in delivery however
caused. The time of delivery shall not be of the essence.
2.2 The Goods will be sent
to the Buyer at the address he specifies by post, road or rail, as the Company
may decide to be most suitable.
3.
Damage
3.1 The Company will not be
liable for loss or damage to the Goods during transit unless the Company and
the carriers are notified within 3 days of delivery. In the case of
non-delivery, within 7 days from the date of receipt of an invoice.
3.2 All Goods which are the
subject of a complaint must be returned to the Company postage paid.
3.3 The Company is not
responsible for faults such as material defects due to improper use etc. or for
faults caused by wear and tear, improper handling or improper maintenance.
3.4 In the case of
well-founded complaints, the Company reserves the right to replace the Goods free
of charge. All kinds of claims for compensation including resultant damages are
excluded, except in the case of gross negligence by the Company.
4.
Quality
The
Company warrants that the Goods will be of merchantable quality and will comply
with their description, subject to normal trade tolerances; any claim in
respect of this warranty must however be notified to the Company before the
Goods are used and in any case within 14 days after delivery or, if the defect
in respect of which a claim is made is a latent one, within 14 days after the
defect should reasonably have been discovered.
5.
Suitability
The
Buyer assumes responsibility for the Goods being reasonably suitable for the
purpose for which they are required.
6.
Risk
Risk
in the Goods shall pass to the Buyer on delivery.
7.
Retention of Title
7.1 Goods in any Order or
instalment of the Order remain, with all legal and beneficial or equitable
interest, the property of the Company until payment is received in full of all
sums owed by the Buyer on any account whatsoever. Until such time the Buyer
shall be holding the Goods in trust on behalf of the Company and shall store
them upon his premises separately from his own Goods or those of any other
person and in a manner which makes them readily identifiable as Goods of the
Company.
7.2 The Buyer, in accepting
delivery of any Goods before payment, is hereby deemed irrevocably to authorise
the Company to repossess any or all such Goods when and if payment is not made
under these terms of business or at any time if the Buyer commits any act
which, if committed by an individual, would amount to an act of bankruptcy. The
Buyer hereby grants to the Company full and irrevocable authority to repossess
and to enter the Buyer's premises during normal business hours causing no
unnecessary damage, to effect repossession.
7.3 If any Goods are sold by
the Buyer before all sums owed to the Company by the Buyer on any account
whatsoever have been paid in full, the Buyer shall be deemed to be acting on
such sale as agent for the Company and shall receive the proceeds of sale as
such and shall immediately pay the entire proceeds of the sale into a fiduciary
account with his bankers and advise them that he holds the entire proceeds of
sale upon an immediate trust to pay the same to the Company and that not until
payment to the Company of the agreed price shall he be entitled to transfer any
profit thereon to any other account. The Buyer shall not mix such proceeds with
any other monies and shall not pay the cheque or cash therefore into an
overdrawn bank account.
7.4 Notwithstanding the
foregoing, the risk in Goods passes to the Buyer upon delivery of them to the
Buyer or his representatives and the Buyer agrees, at its expense, to ensure
such Goods thereupon against theft and fire and comprehensive risks.
7.5 The Company's technology
is continually improving so the Company reserves the right to change the
construction of its tools in respect of design and materials. Documents such as
designs, sketches and samples remain the property of the Company and may be made
available to third parties only with the Company's written consent. Similarly,
any reproductions from this catalogue require the Company's consent.
8.
Cancellation
Other
than under statutory obligations, orders placed cannot be altered, suspended or
cancelled except with the Company's written consent and on terms that will
indemnify the Company against loss.
9.
Return of Goods
No
Goods are to be returned to the Company without the prior consent of the
Company and Goods manufactured to a Buyer's special requirements are not
returnable.
10.
Payment
10.1 The Company's invoices
are payable before dispatch of the Goods unless other agreements have been
made.
10.2 In case of credit
arrears, the Company is authorised to charge incurring costs and bank interests.
10.3 In case of credit
arrears despite reminders, the Company is authorised to withhold further
deliveries or to deliver against advance payment or COD.
10.4 If the Buyer has no use
for the Goods which he has ordered he can request a credit for said Goods, the
decision to grant such credit being taken at the Company's discretion.
10.5 The Company reserves the
right to make a surcharge of 2% per month on overdue B2B trade accounts.
11.
Liability
The
Company shall not be liable for any consequential or special loss arising out
of any breach of condition, warranty or contract on the part of the Company in
respect of the Goods. The Company's liability for any such breach in respect of
the Goods shall be limited to their net invoice value or (at the Company's
discretion) to replacement of the Goods.
12.
Law
The contract formed by the Order and this acceptance shall be governed by and construed in accordance with English law. Any disputes arising out of these Conditions shall be submitted exclusively to the jurisdiction of the English Courts.