In these Conditions:
- The ‘BUYER' is the person who accepts a quotation from the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
- The ‘GOODS‘ are the products (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
- The ‘SELLER‘ is C.M. Electrical Wholesalers of 25-27 Bull Street Ringway, West Bromwich, West Midlands, B70 6EU.
- The ‘CONDITIONS‘ are the standard terms and conditions of the sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
- Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
Basis of the sale:
- The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
- No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
- Any advice or recommendation given by the Seller (or its employees or agents) to the Buyer (or its employees or agents) as to the storage, application or use of the Goods which is not confirmed by the Seller and is followed or acted upon by the Buyer will be at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
- Any typographical error, clerical error, other error or omission in any sales literature, quotation or price issued by the seller, shall be subject to correction without any liability on the part of the seller.
Orders and Specifications:
- No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Sellers authorised representative.
- The Buyer shall be held responsible by the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with it's terms.
Price of the Goods:
- The price of the Goods shall be the Sellers quoted price, however, if no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order will be used. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer; after which time they may be altered by the Seller without giving notice to the Buyer.
- The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller such as, but not limited to: any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed between the Buyer and the Seller, all prices are given by the Setter on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
- The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
- Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered the delivery of the Goods.
- If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to; cancel the contract or suspend any further deliveries to the Buyer; appropriate any payment made by the Buyer for the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may see fit (notwithstanding any purported appropriation by the Buyer).
- Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has noticed the Buyer that the Goods are ready for collection. If some other place for delivery is agreed by the Seller, then the Seller will deliver the Goods to that place.
- Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods, however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
- Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to nullify or reject the contract as a whole.
- If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, the Seller is accordingly liable to the Buyer. The Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
- If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Risk and property:
- The risk of damage to or loss of the Goods shall pass to the Buyer. This includes the following cases: the case in which the Goods are to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; the case in which the Goods are to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the goods.
- Not with standing delivery and the passing of risk in the Goods, or any other provision of the Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment in then due.
Warranties and Liabilities:
- Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
- The above warranty is given by the Seller, subject to the following conditions: the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer; the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Manufacture’s or Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Sellers approval; the Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods have not been paid by the due date for payment.
- The Subject as expressly provided in these Conditions, except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976; the statutory rights of the Buyer are not affected by these Conditions.
- Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
- Except in respect of death or personal injury caused by the Seller's negligence; the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition, other term, any duty at common law or under the express terms of the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, it's employees, agents or otherwise) which arise out of or in connection with the supply of the Goods, their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
- The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Sellers reasonable control, without prejudice to any other right or remedy available to the Seller, the following shall be regarded as causes beyond the Seller’s reasonable control: act of God, explosion, flood, tempest, form of accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at it's registered office or principal place of business or such other address as may, at the relevant time, have been notified pursuant to this provision to the party giving the notice.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.