ALL CONTRACTS ENTERED INTO BY STOWLIN LIMITED FOR THE SALE OF GOODS ARE SUBJECT TO THESE CONDITIONS OF SALE, EXCEPT INSOFAR AS THEY ARE EXPRESSLY EXCLUDED IN WRITING BY STOWLIN LIMITED OR INSOFAR AS THEY ARE INCONSISTENT WITH TERMS STOWLIN EXPRESSLY AGREES WITH THE CUSTOMER IN WRITING. IN PARTICULAR, IN THE EVENT OF ANY INCONSISTENCY WITH OTHER STANDARD TERMS PURPORTEDLY APPLYING TO ANY SUCH CONTRACT, THESE CONDITIONS SHALL PREVAIL. NO EMPLOYEE HAS AUTHORITY TO ENTER INTO AN AGREEMENT WHICH IS INCONSISTENT WITH THESE CONDITIONS OF SALE.
In these Conditions the Company means Stowlin Limited. The Customer means the other party to the contract. References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended extended or re-enacted.
Where any term of the contract is agreed or confirmed in correspondence or in any document passing between the Company and Customer, that term shall not be capable of being altered or varied, nor shall its effect or the Company’s rights under it be in any way modified,
By virtue of any subsequent agreement, unless the same be expressly made or confirmed by the Company in writing; or
By virtue of any prior representation, whether written (in the Company’s sales literature or elsewhere) or oral.
No employee or other agent of the Company is authorised to make any such subsequent oral agreement or variation
Where orders are placed and accepted by telephone or otherwise orally (including, without prejudice to the generality of the foregoing, where they are for items ex-stock), the Company is entitled at its absolute discretion to cancel such order without any liability, by notice given at any time within the 3 working days following the acceptance of order: such notice need not be given in writing.
The Company’s goods are sold subject to the conditions implied by virtue of ss.13, 14 and 15
of the Sale of Goods Act 1979 (save only that the condition as to fitness for purpose shall apply only where the purpose in question has been expressly notified to the Company in writing prior to the conclusion of the contract); otherwise the Company makes no warranty, condition or representation about the quality or merchantability of the goods or their fitness for any purpose, or their conformity with description or sample. Where, by reason of the nature of the goods or in accordance with normal trade usage, variations are reasonably to be expected in the quantity or quality of the goods, such goods are sold subject to normal tolerances in those respects.
Unless otherwise agreed, delivery shall be made at the Company’s premises, and any prices quoted do not allow for delivery elsewhere. If the contract provides for delivery to an address nominated by the Customer, the Company may effect such delivery in such manner as it sees fit.
Unless the Company agrees in writing to guarantee delivery times, any delivery times quoted are by way of estimate only and have no binding effect on the Company. In any event time of delivery shall not be of the essence of the contract.
Unless otherwise expressly agreed, the company may effect delivery by instalments, in which case each instalment shall be treated as a separate contract for the purpose of the price thereof (or the price attributable thereto on a pro rata basis if the items are not separately priced) becoming due, and so that any breach by the Company in respect of that instalment shall not give the customer any rights as regards other instalments.
Risk in the goods shall pass to the Customer on delivery.
Property in any goods delivered pursuant to the contract shall not pass until all goods
delivered pursuant to the contract have been paid for in full. Until such payment, all such goods are held by the Customer as fiduciary, and shall be stored and marked in such a way as to remain identifiable as the Company’s property. The Customer shall have the right to sell or use the goods before payment for the same shall have been received by the Company provided that, if the customer resells the goods before payment for the same has been received by the Company, the Customer shall pay-out the proceeds of sale an amount equal to the price under the Customer’s contract with the Company into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company by the Customer acting as fiduciary. The Company is accordingly entitled to all the rights and remedies of an owner against a fiduciary, including the right to trace the proceeds of any resale by the Customer.
In the case of goods sold while the property is still vested in the Company the Company hereby gives the Customer the right to pass the property therein to the buyers in the normal course of business.
In any of the events listed under Condition 9(b) below, the Company shall forthwith become entitled to repossess all goods which are in the Customer’s possession but which remain the Company’s property as provided above. The employees or agents of the Company shall be entitled to enter on the Customer’s premises, using reasonable force if necessary, for the purpose of so repossessing the Company’s Property.
In any of the events listed at (b) below, the Company may (without prejudice to its other rights and remedies) by written notice to the customer either (i) forthwith terminate the contract or (ii) suspend all further performance of all or part of its obligations under the contract.
The events referred to at (a) are:
If any sum due under the contract, or under any other contract between the Company (or an associated company) or the customer (or an associated company) is not paid when it falls due, or if the Customer commits any other serious breach of its obligations under this or such other contract;
(where the Customer is a company) if the customer shall have a liquidator, receiver, administrator, or administrative receiver, appointed over its assets or be the subject of a compulsory winding-up order, or pass a resolution for voluntary liquidation (otherwise than as part of a bona fide amalgamation or reconstruction occurring without insolvency where the resulting entity is at least as creditworthy as the customer);
(where the Customer is not a company) if the Customer dies or becomes or is declared insolvent or bankrupt or shall have a receiving order made against him or shall enter into any composition with his creditors or, in the case of a partnership or other unincorporated association, shall be dissolved;
If the customer shall cease to carry on its business or substantially the whole of its business.
For the purpose of b) above, two companies shall be treated as “associated” if one of them directly or indirectly has control of the other, or if both are companies of which a third person (directly or indirectly) has control.
If no price for the goods is expressly agreed as part of the contract, the price will be the Company’s price ruling at the date of delivery.
Unless other terms of payment are expressly agreed as part of the contract, the price will fall due on the twentieth day of the month following the month in which delivery is made or (if the Customer refuses to take delivery) tendered (whether or not a formal invoice is delivered on that date). Interest shall accrue on a daily basis, both before and after any judgement
On all sums due but not paid, at a rate of 4 per cent above Barclays Bank base rate prevailing from time to time. Any sums due from the Customer to the Company shall be paid without any deduction or set-off for any cause whatsoever.
Where any date for delivery is quoted to the Customer (whether or not so as to bind the Company – see condition 6), the customer shall be obliged to take delivery on that day, failing which the Customer shall pay the Company all the Company’s associated costs and expenses. In the event of the Company not being ready or willing to deliver the goods on that day, the Customer shall be obliged to take delivery on such subsequent working day, within normal working hours, as the Company may specify on 24 hours’ prior notice.
The customer will at all times comply with the advice or instructions given by the Company or contained in the Company’s literature or that of its suppliers or marked on the goods or their containers or packaging and shall, from the moment of delivery, assume responsibility for all steps necessary to ensure that the goods (and, so far as necessary, their packaging or containers) shall be safe and without risk to health when properly used. It is the intention of the parties that this Condition shall, so far as the law permits, have the effect of relieving the Company from the duties imposed upon it under the Health and Safety at Work Act 1974 and imposing the same upon the Customer
The Company shall be entitled to cancel or delay deliveries or reduce the amount of goods delivered, if it is prevented from, or hindered or delayed in, manufacturing or delivering by normal routes or means of delivery, the goods covered by the contract, or any part thereof, through any circumstances beyond its reasonable control, including but not limited to war, riot, Government requisitions of any kind, suspension or loss of means of transport, strikes, lock-outs, labour disputes, fire, explosion, flood, accident, failure of any third party to supply the Company, breakdown of plant or machinery, or anything directly or indirectly interfering with the raw materials or the manufacture, supply, shipment, arrival or the delivery of the goods. During any such period of cancellation, delay or reduction, the Customer shall upon prior written notice the Company have the right to purchase elsewhere at his own risk and cost such quantities of the goods as may be necessary to cover his current requirements; and, irrespective of whether the Customer makes any such arrangements as aforesaid, the Company shall be under no liability arising out of its failure to deliver.
Save in the face of negligence causing death or personal injury, the total liability of the Company to the Customer for damages, whether in contract or in negligence or any other tort, arising out of or connected with its performance of the contract (irrespective of the number of claims put forward by the Customer) shall not exceed the contract price (being the price payable for all goods to be delivered under the contract, excluding VAT and any separate charge made for delivery or ancillary services); if the contract provides for delivery of an indefinite quantity of goods to the customer’s order, the contract price shall for the purpose of this Condition be deemed to be the price of the particular consignment(s) of goods in respect of which the claim is established.
The Company shall not be liable for any short delivery or for any breach of the obligations referred to in Condition 4, or any other obligation as to quality, fitness for purpose or conformity with description or sample (referred to hereunder as “defects”) unless:
the Customer shall have notified the Company in writing of such defect or short delivery, as soon as the same is discovered or (if earlier) as soon as it should have been discovered by a reasonably careful check and inspection of the goods on delivery, and
(In the case of a defect) the Customer shall, so far as practicable, have preserved the defective goods and any other material which might prove the existence, or help to establish the cause, of the defect.
Save in the case of negligence causing death or personal injury, the Company shall not in any event be liable to the Customer, whether in contract or in negligence or any other tort or howsoever, for:
Any consequential loss
Any loss of profits
Any loss of business credit or repeat business, or
Any liability to any third party in respect of such losses.
Each of clauses 15, 16 and 17 is to be construed as a separate limitation (applying and surviving even if for any reason one or the other of the said clauses is held inapplicable or unreasonable in any circumstances).
The customer acquires no proprietary interest in, or any claim, right or title whatsoever, to any trademarks, trade names, colour schemes, design rights (whether registered or unregistered) or manner of presentation whether belonging to the Company or its suppliers, and the Company reserves the right at any time to require the Customer forthwith to discontinue the use in any manner whatsoever of such trademarks, trade names, colour schemes, designs, or manner of presentation.
The Company gives no warranty that the containers or packaging in which the goods are supplied are suitable for further transportation of the goods beyond the point of delivery, and the Company accepts no responsibility for any death, injury, loss or damage arising from their continued use thereafter (save, in the case of death or injury, where it is established that such death or injury was caused by the negligence of the Company).
Where goods are supplied in returnable containers (being containers expressly agreed to be returnable, or marked as such or which are otherwise regarded as returnable as a matter of ordinary trade practice), the Customer will be charged a deposit for the same at the rate agreed in the contract, or, if no such rate has been agreed, at the Company’s current rate for containers of the kind in question; and such charge will be payable in all respects (for the purpose of these Conditions except for Condition 15) as if it formed part of the contract price. Where expressly agreed, the Customer will return the containers to the Company at its own expense as soon as reasonably practicable after the same have ceased to be used as containers for the goods supplied, otherwise the Company shall collect the same within a reasonable time and the Customer shall be obliged to keep the containers safe and available for collection during normal working hours. When the Company regains possession of the containers it shall refund the amount of the deposit less any agreed service charge and any set off for damage done to the containers and any other sums as are then owing to the Company from the Customer. The containers shall at all times remain the property of the Company and may not be used by the Customer for any purpose whatsoever save as a container for the goods supplied.
This contract is governed by English law. The parties expressly submit to the jurisdiction of the duly established Courts of England and Wales, which shall have exclusive jurisdiction over disputes arising out of or in connection with the contract.
Any written notice given by the Company pursuant to these Conditions may be addressed to the Customer at its registered office (if any) or, at the discretion of the Company, at the Customer’s principle place of business or any place of business of the Customer at which the contract is for the time being dealt with.
THE COMPANY SUPPLIES A LARGE NUMBER OF CUSTOMERS WITH A WIDE VARIETY OF GOODS. IT IS GENERALLY NOT IN A POSITION TO ASSESS ITS POTENTIAL LIABILITIES IN THE EVENT OF A BREACH OF CONTRACT. IN THESE CIRCUMSTANCES THE COMPANY BELIEVES THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THESE CONDIOTINS TO BE REASONABLE (AND IT HAS OBTAINED PRODUCT LIABILITY COVER ON THE BASIS OF THEM). CUSTOMERS ARE URGED TO OBTAIN THEIR OWN INSURANCE IF NECESSARY. THE COMPANY MAY BE WILLING TO CONSIDER SPECIAL TERMS IN PARTICULAR CASES.