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The Fitters Mate Ltd Unit B4,Heywood Distribution
Park, Heywood, Lancashire, OL10 2TS
Freephone:
0800 3281846
Freefax:
0800 3281847 |
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Sales Terms &
Conditions |
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sales terms and conditions.... |
1. DEFINITIONS AND
INTERPRETATIONS
1.1 In these conditions:-
"Buyer" the person who buys or
agrees to buy the goods from The
Fitter’s Mate Ltd "Conditions" the
terms and conditions of sale set out
in this document and any special
terms and conditions agreed in
writing by the authorised
representative of The Fitter’s Mate
Ltd "Contract" the agreement for the
purchase and sale of the Goods
"Delivery Date" the date specified
by The Fitter’s Mate Ltd when the
goods are to be delivered "Goods"
the goods which the Buyer agrees to
buy from The Fitter’s Mate Ltd
specified on the order form to which
these conditions are attached
"Price" the price for the Goods
excluding carriage, packing,
insurance and VAT "The Fitter’s
Mate" The Fitter’s Mate Ltd whose
registered office is at Unit B4,
Heywood Distribution Park, Heywood,
Lancashire, OL10 2TS "VAT" value
added tax or any other purchase tax
or levy replacing it from time to
time
2. CONDITIONS APPLICABLE
2.1 These Conditions shall
apply to every Contract for the sale
of Goods by The Fitter’s Mate to the
exclusion of all other terms and
conditions including any terms or
conditions which the Buyer may seek
to apply under any purchase order,
confirmation of order or similar
document.
2.2 All orders for Goods
shall be deemed to be an offer by
the Buyer to purchase Goods pursuant
to these Conditions and acceptance
of delivery of the Goods shall be
deemed conclusive evidence of the
Buyer's acceptance of these
Conditions.
2.3 Any variation to these
Conditions (including any special
terms and conditions agreed between
the parties) shall be inapplicable
unless agreed in writing by The
Fitter’s Mate.
2.4 The Fitter’s Mate's
employees or agents are not
authorised to make any
representations concerning the Goods
unless confirmed by The Fitter’s
Mate in writing. In entering into
the Contract the Buyer acknowledges
that it does not rely on and waives
any claim for breach of any such
representations which are not
confirmed in writing.
2.5 Any typographical, clerical or
other error or omission in any sales
literature, quotations, price lists,
acceptance of offer, invoice or
other information issued by The
Fitter’s Mate may be corrected by
The Fitter’s Mate without any
liability on its part.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity, quality and
description of any specification for
the Goods shall be those set out in
The Fitter’s Mate quotation (if
accepted by the Buyer) or the
Buyer's order (if accepted by The
Fitter’s Mate).
3.2 The Fitter’s Mate may,
from time to time, make changes in
the specification of the Goods which
are required to comply with any
applicable safety or statutory
requirements; or, which do not
materially affect the quality or
fitness for purpose of the Goods.
3.3 No order which has been
accepted by The Fitter’s Mate may be
cancelled by the Buyer, except with
the agreement in writing of The
Fitter’s Mate. If the Buyer cancels
he shall indemnify The Fitter’s Mate
in full against all loss (including
loss of profit), costs (including
the cost of all labour and materials
used), damages, charges and expenses
incurred by The Fitter’s Mate as a
result of cancellation.
4. THE PRICE
4.1 The Prices in the
official confirmation are fixed for
the duration of the contract. Any
delay requested by the Buyer
resulting in The Fitter’s Mate
suffering material or labour cost
increases prior to delivery will be
recoverable by The Fitter’s Mate
from the Buyer plus any attributable
profit margin. The Price is
exclusive of VAT which shall be due
at the rate ruling on the date of
The Fitter’s Mate’s invoice.
4.2 The Fitter’s Mate
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 Fitter’s Mate which
is due to any factor beyond the
control of The Fitter’s Mate, any
change in delivery dates, quantities
of specifications for the Goods
which is requested by the Buyer, or
any delay caused by instructions of
the Buyer or failure of the Buyer to
give The Fitter’s Mate adequate
information or instructions.
5. PAYMENT
5.1 Payment is due from the
Buyer to The Fitters Mate upon The
Fitters Mate giving notice of
completion of the Goods.
5.2 Payment must thereafter
be made by the Buyer to The Fitters
Mate in cleared funds within 7 days.
5.3 There is no contractual
obligations on The Fitters Mate to
deliver the Goods until they are in
receipt of cleared funds for the
total sum due in relation to the
Goods.
5.4 Upon receipt of cleared
funds The Fitters Mate will tender
the Goods for delivery pursuant to
paragraph 7.1 post.
5.5 If the Buyer fails to
make payment in accordance with 5.2
ante this will be treated as being
in breach of the contract by The
Fitters Mate. The Fitters Mate will
give 14 days notice of its intention
to dispose of the Goods. The Buyer
may elect in writing to collect the
Goods upon making payment in advance
in cleared funds of an
administration and storage charge of
£50 per day from the date of the
notice in this paragraph in addition
to all other monies due pursuant to
the contract (in cleared funds).
5.6 If the Buyer fails to
collect the Goods in accordance with
paragraph 5.5 ante then The Fitters
Mate to mitigate loss pursuant to
the contract will for a period of 14
days attempt to sell the Goods to a
third party. Any monies recovered
will be set against the claim of The
Fitters Mate. If no third party is
found within the period of 14 days
specified in this paragraph then the
Goods will be destroyed by The
Fitters Mate.
5.7 At the expiration of the
14 day period referred to at
paragraph 5.6 ante The Fitters Mate
will quantify the loss suffered as a
result of the breach on the part of
the Buyer which will consist of the
following:-
5.7.1 The Price.
5.7.2 VAT on the Price.
5.7.3 The
administration/storage charge
referred to in paragraph 5.5
ante
5.7.4 Less any money
recovered pursuant to paragraph 5.6
ante.
5.8 The Fitters Mate may
appropriate any payment made by the
Buyer to such of the Goods (or Goods
supplied under any other contract
with the Buyer) as The Fitters Mate
may in its sole discretion think
fit.
5.9 The Fitters Mate may
charge the Buyer interest (both
before and after judgement) on the
amount unpaid at the rate of 4% per
annum above the National Westminster
Bank Plc base rate from time to time
(or the same rate of another
clearing bank notified by The
Fitters Mate to the Buyer) until
payment is made in full.
6. INTELLECTUAL PROPERTY
6.1 The specifications and
designs of the Goods (including the
copyright, design right and other
intellectual property in them) shall
as between the parties be the
property of The Fitter’s Mate.
6.2 No right or licence is
granted by this Contract to the
Buyer under any patent, trademark,
registered design or other
intellectual property right, except
the right to use or resell the
Goods.
7. DELIVERY OF THE GOODS
7.1 Delivery of the Goods
shall be made to the Buyer's address
on the Delivery Date. The Buyer
shall make all arrangements
necessary to take delivery of the
Goods whenever they are tendered for
delivery.
7.2 The Fitter’s Mate shall
not be liable for any loss or damage
whatever due to failure by The
Fitter’s Mate to deliver the Goods
(or any of them) promptly. Time for
delivery shall not be of the essence
of the Contract.
7.3 Notwithstanding that The
Fitter’s Mate may have delayed or
failed to deliver the Goods (or any
of them) promptly, the Buyer shall
be bound to accept delivery and to
pay for the Goods in full, provided
that delivery shall be tendered at
any time within two months of the
Delivery Date.
7.4 It shall be the
responsibility of the Buyer to check
the Goods upon delivery for any
missing Goods or part(s) thereof
("missing items"). If there are any
missing items upon delivery the
Buyer shall notify the driver of the
delivery vehicle immediately and the
Buyer and the driver shall make a
written record of the missing items
on the delivery note and both the
Buyer and the driver shall sign the
note. The Fitter’s Mate will replace
such missing items free of charge
within a reasonable time (time not
being of the essence).
8. ACCEPTANCE OF THE GOODS
8.1 The Buyer shall be deemed
to have accepted the Goods at the
expiry of three working days after
delivery of the Goods to the Buyer.
8.2 After acceptance the
Buyer shall not be entitled to
reject the Goods.
9. DAMAGED GOODS
9.1 If, within seven days of
the Delivery Date, the Buyer shall
discover that any of the Goods were
damaged or defective on delivery,
such damage or defects being the
responsibility of The Fitter’s Mate,
then only the following provisions
alone shall apply:- |
9.1.1 The Buyer will notify
The Fitter’s Mate in writing of the
alleged damage or defect within
those seven days.
9.1.2 The Buyer will return,
at the Buyer's cost, the damaged or
defective Goods to The Fitter’s Mate
for inspection.
9.1.3 If, in the sole opinion
of The Fitter’s Mate, the damaged or
defective Goods are not in
accordance with this Contract and
should be replaced by The Fitter’s
Mate, due to the damage or defect
being the responsibility of The
Fitter’s Mate, The Fitter’s Mate
will, within a reasonable time:-
9.1.3.1 replace or repair the
damaged or defective Goods at its
cost;
9.1.3.2 deliver the
replacement Goods to the Buyer at
The Fitter’s Mate's cost.
9.2 If the Buyer requires an
urgent replacement of defective or
damaged Goods and requests The
Fitter’s Mate, in writing, to
replace the Goods before the Goods
have been returned to The Fitter’s
Mate, then the following procedure
shall apply:-
9.2.1 The Fitter’s Mate will
manufacture and deliver the
replacement Goods within a
reasonable time.
9.2.2 The Fitter’s Mate will
send an invoice for the replacement
Goods to the Buyer for the cost of
the replacement Goods and delivery.
9.2.3 Upon the Buyer
returning the defective or damaged
Goods, if in the sole opinion of The
Fitter’s Mate the returned Goods are
damaged or defective so as not to be
in accordance with this Contract and
are the responsibility of The
Fitter’s Mate, The Fitter’s Mate
will issue a credit note to the
Buyer for the invoice referred to in
9.2.2 ante and refund the return
costs of the Buyer.
10. TITLE AND RISK
10.1 The Goods shall be at
the Buyer's risk as from delivery
10.2 In spite of delivery having
been made, ownership of the Goods
shall not pass from The Fitter’s
Mate until:
10.2.1 the Buyer shall have
paid the Price plus VAT in full; and
10.2.2 no other sums whatever
shall be due from the Buyer to The
Fitter’s Mate.
10.3 Until such time as the
property in the Goods passes to the
Buyer, the Buyer shall hold the
Goods as the The Fitter’s Mate'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
Seller's property, but the Buyer
shall be entitled to resell or use
the Goods in the ordinary course of
its business.
10.4 The Fitter’s Mate shall
be entitled to recover the Price
(plus VAT) notwithstanding that
ownership in any of the Goods has
not passed from The Fitter’s Mate to
the Buyer.
10.5 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 Fitter’s Mate shall be
entitled at any time to require the
Buyer to deliver up the Goods to The
Fitter’s Mate and, if the Buyer
fails to do so forthwith, to enter
upon any premises of the Buyer or
any third party where the Goods are
stored and repossess the Goods.
10.6 The Buyer shall not
pledge, or in any way charge by way
of security for any indebtedness,
any of the Goods which are the
property of The Fitter’s Mate.
Without prejudice to the rights of
The Fitter’s Mate, if the Buyer does
so, all sums whatever owing by the
Buyer to The Fitter’s Mate shall
forthwith become due and payable.
10.7 The Buyer shall insure
and keep insured the Goods to the
full price against "all risks" to
the reasonable satisfaction of The
Fitter’s Mate until the date that
the ownership in the Goods passes
from The Fitter’s Mate and shall
whenever requested by The Fitter’s
Mate produce reasonable evidence of
the policy of insurance. Without
prejudice to the other rights of The
Fitter’s Mate, if the Buyer fails to
do so, all sums whatever owing by
the Buyer to The Fitter’s Mate shall
forthwith become due and payable.
11. WARRANTIES AND LIABILITIES
11.1 Subject to the terms set
out below The Fitter’s Mate warrants
that the Goods will at the time of
delivery correspond to the
description given by The Fitter’s
Mate. Except where the Buyer is
dealing as a consumer (here meaning
where the Buyer does not contract as
a business), all other warranties,
conditions or terms relating to
quality, fitness or condition of the
Goods and whether implied by statute
or common law or otherwise are
excluded to the fullest extent
permitted by law.
11.2 Except in respect of
death or personal injury caused by
The Fitter’s Mate’s negligence, The
Fitter’s Mate shall not be liable to
the Buyer by reason of
representation, or any implied
warranty, condition or other term ,
or any duty at common law, or under
express terms of the Contract for
any consequential loss or damage (
whether for loss of profit or
otherwise) costs, expenses or other
claims for consequential
compensation whatsoever (and whether
caused by negligence of The Fitter’s
Mate, its employees, agents or
otherwise) which arise out of or in
connection with the supply of the
Goods or their use or resale by the
Buyer except as expressly provided
in these Conditions.
11.3 Where any valid claim in
respect of any of the Goods is based
on a defect in the quality or
condition of the Goods or their
failure to meet specification is
notified to The Fitter’s Mate then
The Fitter’s Mate shall be entitled
to replace the Goods (or the part in
question) free of charge or, at The
Fitter’s Mate’s sole discretion
refund to the Buyer the price of the
Goods (or a proportionate part of
the price) but The Fitter’s Mate
shall have no further liability to
the Buyer.
11.4 In the event of any
claim arising out of the supply of
the Goods by The Fitter’s Mate the
remedies of the Buyer shall in all
respects be
limited to damages. The liability of
The Fitter’s Mate shall not exceed
the Price of the Goods.
11.5 Where the Buyer rejects
any Goods then the Buyer shall have
no further rights whatever in
respect of the supply of such Goods
or the failure by The Fitter’s Mate
to supply Goods which conform to the
Contract.
11.6 Where glass defects are
reported by the Buyer the guidelines
of the G.G.F. and Pilkington
Brothers plc will be deemed as the
inspection criteria. The Fitter’s
Mate will not be liable for any
reported defects which fall outside
these guidelines.
11.7 All promotional
literature and drawings provided by
The Fitter’s Mate or any of its
suppliers are for general guidance
only. Their contents do not form
part of the Contract with The
Fitter’s Mate unless specifically
referred to it in writing by The
Fitter’s Mate.
12. GENERAL PROVISIONS
12.1 Any notice required to
be served pursuant to this Contract
shall be in writing and served by
first class post; or, by hand on The
Fitter’s Mate at its registered
office or such other address as The
Fitter’s Mate may from time to time
notify to the Buyer; and on the
Buyer at the Buyer's registered
office or principal place of
business.
12.2 Any provision of this
Contract which is or may be void or
unenforceable shall to the extent of
such invalidity or unenforceability
be deemed severable and shall not
affect any other provision of this
Contract
12.3 act by reason of any
delay in performing or any failure
to perform any of The Fitter’s
Mate's obligations in relation to
the Goods if the delay or failure
was due to any cause beyond The
Fitter’s Mate's reasonable control.
12.4 The Fitter’s Mate may
cancel this Contract at any time
before the Goods are delivered by
giving written notice to the Buyer.
On giving such notice The Fitter’s
Mate shall promptly repay to the
Buyer any sums paid in respect of
the Goods insofar as relating to
price. The Fitter’s Mate shall not
be liable for any loss or damage
whatever arising out of such
cancellation.
12.5 No waiver or forbearance
by The Fitter’s Mate (whether
expressed or implied) in enforcing
any of its rights under this
Contract shall prejudice its rights
to do so in the future.
12.6 This Contract is only
enforceable by the original parties
to it and their successors and
permitted assigns. Nothing in this
Contract shall confirm on any third
party any benefit or right to
enforce any term of this instrument
pursuant to the Contracts (Rights of
Third Parties) Act 1999. This does
not affect any right or remedy of a
third party apart from the said Act.
13. PROPER LAW OF CONTRACT
13.1 The Contract shall be
subject to the laws of England and
Wales.
13.2 The Fitter’s Mate and
the Buyer submit to the exclusive
jurisdiction of the courts of
England and Wales and irrevocably
agree that proceedings issued out of
the said courts may without
prejudice to the rules of service of
such courts be served on them by
delivering such proceedings in an
envelope addressed to the party to
be served at the address for such
party set out in the Contract. |
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THE FITTERS MATE RESERVE THE RIGHT TO
ALTERATION WITHOUT NOTICE AND GOODS WILL BE
DESPATCHED/INVOICED AT SPECIFICATION/PRICES
PREVAILING AT THE DATE OF DESPATCH |
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