8.3 Until such time as the
property in the goods passes to the Buyer, the Buyer shall hold the goods as
the Vendor's fiduciary agent and bailee, and shall keep the goods
separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Vendor's property. Until that time the Buyer shall be
entitled to resell or use the goods in the ordinary course of its business, but
shall account to the Vendor for the proceeds of the sale or otherwise of the
goods, whether tangible or intangible, including insurance proceeds, and shall
keep all such proceeds separate from any monies or property of the Buyer and
third parties and, in the case of tangible proceeds, properly stored, protected
and insured.
8.4 Until such time as the
property in the goods passes to the Buyer (and provided the goods are still in
existence and have not been resold) the Vendor shall be entitled at any time to
require the Buyer to deliver up the Goods to the Vendor and, if the Buyer fails
to do so forthwith, to enter upon any premises or vehicles of the Buyer or any
third party where the goods are stored and repossess the goods.
8.5 The Buyer shall not be
entitled to pledge or in any way charge by way of security for indebtedness any
of the goods which remain the property of the Vendor.
9. TERMINATION
9.1 The Vendor shall have
the right immediately to terminate, or suspend any further deliveries under,
the Contract or any other contract with the Buyer without any liability to the
Buyer, and if the Goods have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary if:
9.1.1 The Buyer fails to make any payment when due or
breaches any provision of the Contract;
9.1.2 The Buyer makes any
voluntary arrangement with its creditors or becomes subject to an
administration order or (being an individual or firm) becomes bankrupt or
(being a company) goes into liquidation; or an encumbrance takes possession, or
a receiver is appointed, of any of the property or assets of the Buyer; or the
Buyer ceases, or threatens to cease, to carry on business; or the Vendor
reasonably apprehends that any of these events is about to occur in relation to
the Buyer.
9.2 The right of termination given
by Clause 9.1 shall be without prejudice to any other right or remedy of either
party in respect of any breach committed under the terms of this Agreement.
10. DEFAULT
The
Buyer shall fully and effectively indemnify the Vendor against the total
expense to the Vendor arising out of the Buyer's breach or breaches of
these conditions of sale. Such
expense shall include (without limitation) (1) all expenses incurred by
the Vendor in sourcing and building the goods
(2) all court fees
(3) all amounts
payable to the Vendor's professional advisers (payable on an indemnity basis)
in pursuing claims against the Buyer for breach or breaches of these conditions
of sale and for enforcing any judgement/s and/or order/s
(4) all amounts
payable to the Vendor's insurers and/or debt recovery agents, in each case
including anticipated sums payable by the Vendor only after payment of any sums
from the Buyer.
11. GUARANTEE
Subject
to Clause 12 of these Conditions, the Goods are guaranteed for 6 months from
the date of purchase against faulty materials or workmanship. During this period they will be
repaired or have parts replaced free of charge or at the Vendor's sole
discretion the Vendor will repay to the Buyer the ruling market value of Goods
as at date on which a valid returns number has been issued to the Buyer by the
Vendor provided that:-
(1) the Goods are returned to the Vendor with
evidence of the date of purchase;
(2) the Goods were purchased by the buyer;
(3) the Goods have not been misused or handled
carelessly;
(4) repairs have not been attempted other than
by the Vendor's authorised staff;
(5) the Vendor in its sole discretion certifies
the product as defective;
(6) a valid returns number is received from the
Vendor.
12. CLAIMS
12.1 The Vendor shall not be
liable for any increased costs, expenses, loss of profits, goodwill, business,
contracts, revenues or anticipated savings or any type of special indirect or
consequential loss (including loss or damage suffered by the Buyer as a result
of an action brought by a third party) even if such loss was reasonably
foreseeable or the Vendor had been advised of the possibility of the Buyer
incurring the same. In any event, the Vendor's entire liability under any
contract shall be limited to damages of an amount equal to the price of the
goods. The Vendor does not attempt to limit liability for personal injury or
death caused by its negligence or the negligence of its employees or
agents."
12.2 Subject to the provisions of
the Unfair Contract Terms Act 1977, all warranties, conditions,
representations or other terms implied by statute or common law are excluded to
the fullest extent permitted by law.
12.3 To the extent the law does
not permit the liabilities concerned to be excluded and save as otherwise
expressly provided, the Vendor's entire aggregate liability for all claims
shall be limited to damages of an amount equal to the price of the Goods.
13. FORCE MAJEURE
The
Vendor shall (1) in any event not be liable for loss or damage and (2)
be entitled to cancel or rescind the contract if the performance of its
obligations under the contract is in any way adversely affected by any cause
whatsoever beyond the Vendor's control including (but not limited to) the
delays or default of any sub-contractor, war, strike, lock-out, trade disputes,
flood, accident to plant or machinery, shortage of materials or labour."
14. SPECIAL ORDERS
14.1 If the Goods are to be
manufactured by the Vendor in accordance with a specification, submitted by the
Buyer (“Specials”), the Buyer shall indemnify the Vendor against all loss,
damages, costs and expenses awarded against or incurred by the Vendor in
connection with or paid or agreed to be paid by the Vendor in settlement of any
claim for infringement of any patent, copyright, design, trademark or other
industrial or intellectual property rights of any other person which results
from the Vendor's use of the Buyer's specification.
14.2 Where the Buyer has requested
Specials, the Buyer shall if requested by the Vendor and prior to production of
the Goods first approve the prototype specifications and with such approval the
Buyer shall be taken to have indemnified the Vendor against all loss, damages,
costs and expenses awarded against or incurred as a result of any defect in the
prototype specifications.
14.3 Specifications for Specials
may not be amended or cancelled and Specials may not be returned for credit
without the prior written authorisation of the Vendor.
15. GENERAL
The
Vendor may assign its rights and obligations. The Buyer may not assign its rights and obligations.
15.1 The Vendor reserves the right
to charge £20.00 for all unpaid items either returned or represented at the
Vendor's bank. In such a case all outstanding account balances will also
immediately become due and payable.
15.2 The Buyer shall not rely upon
any representations as to the goods or their fitness for any particular purpose
unless the Vendor specifically agrees these in writing. The Vendor reserves the
right to make any alteration to or departure from the specifications or design
of the goods ordered. Any typographical, clerical or other error or omission in
any sales literature, quotation, price list, acceptance of offer, invoice or
other document or information issued by the Vendor shall be subject to
correction without any liability on the part of the Vendor.
15.3 No delay or failure by the
Vendor in enforcing any provision of the Contract shall constitute a waiver of
that provision or any other provision.
No waiver by the Vendor 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. No waiver by the Vendor
shall be effective unless in writing.
15.4 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.
15.5 These Conditions and the
Vendor's acceptance of order constitute the entire agreement between the Vendor
and the Buyer concerning the supply of the Goods and replace and supersede any
prior arrangement, understanding, warranty or representation (other than any
fraudulent misrepresentation).
15.6 The Contract shall be
governed by the laws of England and the parties submit to the non-exclusive
jurisdiction of the English courts.
Download the Shift F7 Credit Application Form
