1.00
The following conditions ("the Conditions") apply to and are deemed to be incorporated in all contracts for the sale of Goods by N. Minikin & Sons Limited ("the Company") to the buyer and the provision of advice or other services ("Services") by Salesmen or Engineers employed by the Company either during telephone negotiations or site or office visits and the Buyer acknowledges that these Conditions exclusively define the relationship and agreement between the Company and Buyer and that they supersede all other agreements and conditions between the parties. No variation in these Conditions, expressed or implied, shall be accepted by the Company unless expressly agreed in writing and signed by a director of the Company and signed on behalf of the Buyer
2.00
To the extent that these Conditions limit or exclude the liability of the Company to the Buyer or any person claiming through or under the buyer such limitation or exclusion of liability is imposed to avoid the need for the Company to increase the level of its insurance against the risks so limited or excluded, and thereby to minimise the cost to the Buyer of the Goods or Services supplied. If the Buyer nevertheless wishes the Company to be responsible for risks, or liability which is otherwise limited or excluded by these Conditions, then the Company will, at its option, quote an alternative price for the supply of the Goods or Services to reflect the additional cost of obtaining the appropriate additional insurance or other appropriate cover
3.00
All orders for the Goods made by the Buyer, orally or by telephone, shall be confirmed to the Company by the Buyer, in writing (including telex or fax) within 48 hours of being received by the Company whereupon a binding contract for the purchase by the Buyer of the Goods comprised in the order upon these Conditions shall be concluded. Any order made by the Buyer is subject to acceptance by the Company and a Contract will only be formed when the Company has accepted the Buyer's offer to buy
4.00
CANCELLATION AND RETURNS
4.01
No cancellation by the Buyer is permitted except where previously agreed in writing by a Director of the Company
4.02
The Buyer will in the event of cancellation by the Buyer not previously agreed as aforesaid indemnify the company fully against all expenses incurred up to the time of such cancellation together with by way of liquidated damages a sum of 50% of the contract price such sum being intended to represent a genuine pre-estimate by the Company and the Buyer of the loss (apart from the said expenses) suffered by the Company by reason of such cancellation and which shall be paid by the Buyer to the Company forthwith on cancellation
4.03
Goods supplied cannot be returned for credit without the previous approval in writing of the Company. A minimum handling charge of 30% will be made on the value of the Goods returned together with all carriage charges shall be paid by the Buyer. Specially manufactured items cannot be returned after delivery and orders for such items cannot be cancelled
5.00
DELIVERY
5.01
The Buyer shall accept delivery by the Company or its agents on the date, or within the time period stipulated by the Company. However, any time or period for delivery stipulated by the Company shall be deemed an estimate only and the Company shall not be liable in any way for the costs and consequences of any delay except where the parties agree otherwise in writing
5.02
The Company may make and the Buyer shall accept deliveries of the Goods comprised in any order by instalments
5.03
Delivery will be made by or on behalf of the Company to anywhere within the United Kingdom specified by the Buyer. Delivery to the Buyer's carrier or agent shall be deemed to be delivery to the buyer for the purpose of these Condition of Business
6.00
TERMS OF PAYMENT
6.01
Unless otherwise expressly agreed in writing in accordance with Condition 1 payment for the Goods or Services will be made within 30 days after the end of the month in which the Goods or Services in question are delivered or rendered to the Buyer (except for any of the Goods in respect of which a claim has been made by the Buyer in accordance with Condition 12.00 hereof) No discount or allowance shall be made (unless otherwise agreed). Interest on any overdue account may be charged on a day to day basis, with monthly rests, at a rate of 4% above the base lending rate of National Westminster Bank Plc from time to time, whether before or after judgement
6.02
Value Added Tax at the rate from time to time ruling shall be added to the price and shall form part of the purchase price of the Goods or Services for the purpose of these Conditions
7.00
If the Buyer fails to make payment in accordance with Condition 6.00 the Company reserves the right to discontinue, defer or suspend the supply to the buyer of any other of the Goods or Services contracted to be supplied and the Company shall be entitled to claim against the Buyer for any loss or damage whatsoever sustained by it in consequence thereof
8.00
If the Buyer shall be unable or unwilling for any reason to take delivery of the Goods or Services on the specified date or within the specified period, delivery shall for the purposes of calculating time for payment in accordance with Condition 6.00 be deemed to have taken place 14 days after the said date or period. The Company reserves the right to charge the Buyer for the cost of storage, labour, insurance and transport if the Buyer shall be unable or unwilling to take delivery of the Goods or Services as aforesaid
9.00
PRICE
9.01
The Goods or Services will be sold to the Buyer at the prices agreed at time of order placed by the Buyer. The Company reserves the right to increase prices specified in the price list issued by the Company without notice to take account of any change in cost of wages, materials, insurance, transport, duty, tax, surcharge or levy of any kind
9.02
Any price quoted by the Company or contained in any order or contract shall be valid only for 28 days from the date of such quotation, order or contract
9.03
Carriage by the Company's normal transport in Great Britain is paid on orders over £750 value. Delivery of export orders will be F.O.B. the relevant United Kingdom port. Special packing or special delivery requirements will be charged extra
9.04
The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods available ready for collection on the due date
10.00
PROPERTY OF THE GOODS
10.01
Notwithstanding risk in the Goods passes to the Buyer as soon as the Goods become ascertained Goods and subject as provided below, the Goods shall remain the sole and absolute property of the Company and title to and legal and equitable ownership of the Goods shall not pass to the Buyer until payment is received by the Company for all monies due from the buyer to the Company in respect of all Goods supplied by the Company to the Buyer and the buyer acknowledges that until such payment is made in full it is in possession of the Goods solely as a fiduciary for the Company
10.02
If Goods the property of the Company are admixed with Goods being the property of the Buyer or are processed or incorporated therein the product thereof will become or deemed to be the sole and exclusive property of the Company
10.03
If Goods the property of the Company are admixed with Goods the property of any person other than the Buyer or are processed or incorporated therein the product thereof shall become or deemed to be owned in common with that other person in proportion to the respective invoice values of the Goods comprised in such product
10.04
The Buyer is licensed by the Company to use or to agree to sell the Goods provided that the entire proceeds of sale of such Goods (or if such Goods have been converted into some other product or mixed with other Goods being the property of some person other than the Buyer a fair proportion of the proceeds of sale) are held in trust for the Company are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company's money
10.05
Until title to the Goods passes to the buyer the Goods shall be kept separate and distinct from all other property of the Buyer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to the Company and the buyer will not cause or permit or suffer any labels, badges, serial numbers, packaging or other means of identification of the Goods to be removed or obscured
10.06
Without prejudice to any other right or remedies available to it the Company may for the purpose of recovering its Goods and at any time before payment to it of all monies due from the Buyer enter upon any premises where such goods are stored or where they are reasonably thought to be stored and may re possess the same
10.07
If the Buyer being an individual commits any act of bankruptcy or enters into or takes steps to enter into an individual voluntary arrangement under the Insolvency Act 1986 or being a company enters into liquidation (whether compulsory or voluntary) or has a receiver appointed over the whole or any part of its assets or is the subject of an administration order or any person becomes entitled to exercise the powers conferred on an administrative receiver and any payment due from the Buyer to the Company is overdue in whole or in part or the Buyer is unable to meet its obligations as and when they fall due then the Company may (without prejudice to any of its other rights) recover or re-sell the Goods or any of them and may enter upon the Buyer's premises by its servants or agents, for that purpose
11.00
11.01 Where the Goods are ordered by reference to any sample the Company shall use its best endeavours to ensure that the bulk corresponds with the sample
11.02
The Company warrants that the Goods supplied or Services given to the Buyer will be suitable for the primary purpose for which the Goods and Services given is/are made and normally used. Subject thereto no warranty is given or to be implied as to the suitability of the Goods or Services given for any particular purpose or for use under any specific conditions unless such purpose or conditions have been previously agreed in writing by the Company
11.03
In connection with the supply of the Goods the Company warrants to the Buyer in the terms implied by Section 12 of the Sale of Goods Act 1979 as to title, quiet possession and freedom from encumbrances of the Goods but except as aforesaid and without prejudice to the generality of paragraphs 12.01 and 12.02 of these Conditions, the Company gives no warranty whether expressed or implied, by law or otherwise as regards the Goods supplied by it provided that in the event of the Company's negligence nothing herein shall limit or exclude the Company's liability for personal injury or death
11.04
Subject to the operation of any other specific provisions of these Conditions the Buyer's remedies against the Company in respect of any liability of the Company, whether in contract or in tort, shall not exceed the sum of £50,000 or the invoice value of the Goods directly giving rise to the claim or loss (whichever is less) for the Buyer's direct financial loss and any indirect or consequential loss (including loss of profit) suffered by the Buyer or for any claim made against the Buyer by a third party
12.00
Subject to the provisions of paragraph 11.00:-
12.01
All claims for loss caused by damage in transit, in storage or on delivery by the Company must be notified in writing by the Buyer to the Company within three days after receipt of the Goods and must within seven days thereafter be supported by a detailed written claim by the Buyer to the Company
12.02
All claims for non delivery, shortages, variances in design, or incorrect specification must be notified to the Company by the Buyer verbally or by telephone, telex, or fax no later than three days after the date of delivery in the case of claims for variances in design or incorrect specification and no later than 48 hours after the date for delivery in the case of claims for non delivery and shortages and in all such cases confirmed in writing no later than seven days after the date of delivery and it is expressly provided that no claims for shortages, variances in design or incorrect specification shall be accepted in whole or in part if the Goods in question have been installed or cut or worked-upon by the Buyer or its employees or agents
12.03
The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer
12.04
Time shall be of the essence in respect of any notification to be given by the Buyer to the Company in accordance with this paragraph 12
13.00
Any failure on the part of the Company to exercise, or any delay by the Company in exercising, any right or remedy available to it, whether contained in these Conditions or otherwise, shall not operate as a waiver of such right nor shall any single or partial exercise by the Company of such right or remedy preclude the exercise, successively or concurrently of any right or remedy. Subject to the provisions of Condition 1, no waiver by the Company, whether as a part of the course of dealings between the Company and the Buyer, or otherwise of any time limit specified in these Conditions shall be effective
14.00
The Company shall not be liable or deemed to be in default for any delay or failure to perform its obligations under these Conditions if such delay or failure results directly or indirectly from any cause beyond the reasonable control of the Company, including, but not limited to, acts or restrains of government or governmental agencies, force majeure, act of God, war, riot, civil or criminal disturbance, insurrection, accidents, fire, explosion, earthquake, flood, the elements, strikes, labour disputes, shortages of suitable material, labour or transport
15.00
The Company shall be entitled forthwith to terminate any contract incorporating these Conditions and payment thereunder shall immediately become due if the Buyer shall make any default in or commit a breach of these Conditions or of any of its obligations to the Company or if any distress or execution shall be threatened or levied on the Buyer's property or assets, or if the Buyer shall make or offer to make any arrangement or composition with creditors or seek to obtain pursuant to statute or otherwise any moratorium with creditors or shall pass any resolution or shall suffer a petition to be presented for the winding-up of the Buyer (other than for the purpose of a solvent amalgamation or reconstruction notified to the Company) or if a receiver or manager of the Buyer's undertaking, property or assets or any part thereof shall be appointed without prejudice or any claim or right the Company might otherwise make or exercise
16.01
All contracts incorporating these Conditions shall be interpreted in accordance with the laws of England and shall be enforceable in the English Courts
16.02
Any contract incorporating these Conditions may not be assigned by the Buyer without the prior written consent of the Company
16.03
The obligations of the Company may be performed in whole or in part by its authorised distributors sub-contractors or agents at the discretion of the Company
16.04
In making these Conditions the Company does so for itself and for and on behalf of every employee servant sub-contractor or agent of the Company and the Buyer hereby confirms that any exemption from liability granted to the Company by these Conditions shall also extend to any such employee servant sub-contractor or agent of the Company
16.05
Any notice sent under a contract incorporating these Conditions shall be sent to the registered office of the Company or the Buyer (as the case may be) and shall be deemed duly given by letter 48 hours after being posted by pre-paid registered post or if delivered by hand at the time of delivery or if given by telex or fax when the sender shall receive the answerback of the recipient sent