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Terms and Conditions
E. PRESTON (ELECTRICAL) LIMITED
CONDITIONS OF SALE
APPLICABLE IN ALL CASES UNLESS OTHERWISE AGREED IN WRITING BY THE COMPANY
1. No conditions of the buyer shall apply unless agreed in writing by the
company and in the event of any doubt or conflict our conditions shall prevail.
2. All goods sold to the buyer shall remain the property of the company until
the whole of the buyer’s indebtedness to the company (whether in respect of the
contract in question or otherwise) has been paid in full and the company has by
notice in writing passed title to all such goods to the buyer PROVIDED THAT subject
to condition 3 below the property in any item of the goods shall pass to the buyer
immediately prior to and only for the purposes of a bonafide sale thereof by the
buyer to its customer.
3. Where goods are resold by the buyer either in their original form or
incorporated into other units or assemblies (whether or not with the products of
other manufacturers) the benefit of all book debts due to the buyer arising from
such resales shall be appropriated by the buyer towards payment of its
indebtedness to the company and shall be held in trust for the company until the
whole of the buyer’s indebtedness to the company (under whatsoever contract) has
been paid in full and the company has by notice in writing released such book
debts from the said trust.
4. For the purposes of conditions 2 and 3 hereof a nil balance succeeded by
a debit balance on a running account between the company and the buyer shall not
cause property in the goods to pass or book debts to be released from the said
trust unless and until notices under conditions 2 and/or 3 have been given.
5. Notwithstanding conditions 2, 3 and 4 invoices shall be payable by the
buyer within 30 days of their date subject to any requirement of the company
specified in or prior to the contract requiring the payment of an advance deposit or
that the goods will be supplied only against pro-forma invoice. The buyer will be
notified of any discount which may be applicable.
6. Notwithstanding that the goods shall remain the property of the company,
the buyer shall not be entitled to any refund or credit upon the goods being
returned to or repossessed by the company except in accordance with conditions
7 and 14.
7.1. Without notice by the company if the buyer makes default in the payment
of any invoice or execution is levied against its goods or it enters into any
compromise or arrangement with its creditors or gives notice of voluntary winding
up or a petition for its compulsory winding up is filed or being an individual he
commits an act of bankruptcy (or if the company gives notice of a reasonable belief
that the security of the indebtedness of the buyer to the company is in jeopardy)
then the next succeeding sub-paragraphs of this condition shall apply.
7.2. All outstanding invoices including those in respect of which the credit
period under condition 5 (if applicable) has not elapsed shall nevertheless
immediately become due and payable.
7.3. The buyer (which expression shall include any liquidator or receiver or
trustee of the buyer) shall forthwith upon demand:
7.3.1. Deliver up all goods in its possession or control which remain the property
of the company and failing such delivery the company by its authorised
representatives may peaceably enter upon any premises wherein such goods may
be for the purpose of repossessing the same.
7.3.2. Account for and pay to the company all monies received after the date of
such demand and being the proceeds of the said bookdebts (which shall upon
receipt by the buyer become impressed with the aforesaid trust).
7.3.3. Execute in favour of the company an assignment of the said book debts
and do all other things necessary to ensure that the company receives the benefit
thereof.
7.4. Credit will be given to the buyer (after deduction of any costs and
expenses including legal costs on an indemnity basis incurred by the company in
exercising its rights against the buyer) for monies received by the company
pursuant to the said trusts and for the net invoice price of goods repossessed by
the company subject to such reduction for damage to or deterioration of such
goods as the company shall consider reasonable.
7.5. If goods which the company is entitled to repossess exceed in invoice
value the total amount due from the buyer the company may select which goods it
wishes to repossess and if the credit to which the buyer thereupon becomes
entitled extinguishes its outstanding liability to the company all other goods in the
possession of the buyer including any excess repossessed by the company shall
become the buyer’s property.
7.6. The company may cancel or suspend work and withhold delivery on
outstanding contracts which will only be reinstated on terms thereafter agreed.
Subject to such reinstatement any loss of profit or irrecoverable expenditure
incurred by the company on a cancelled contract shall constitute a debt due from
the buyer.
7.7. The company shall be entitled to sell elsewhere any goods or the benefit
of any work referred to in the preceding paragraph.
7.8. The company’s other rights and remedies at law shall not be restricted by
these conditions and any costs and expenses incurred by the company as
aforesaid shall forthwith upon the same being incurred constitute a debt owed by
the buyer to the company.
8. A tender or quotation of the company shall constitute only an invitation for
an order subject to these conditions.
9.1. Contract prices are exclusive of value added tax.
9.2. Unless otherwise expressly provided in the contract prices are ex works or
ex branch.
9.3. Delivery shall be at the cost of the customer by such methods as the
company may choose unless otherwise instructed.
9.4. The company reserves the right to amend contract prices in accordance
with Manufacturer’s Price ruling at date of despatch.
10.1. The company shall have the right in its absolute discretion to make part or
instalment delivery. Each part or instalment shall be treated as a separate contract
for all purposes of these conditions.
10.2. Dates or periods for delivery stated in the contract are approximate and not
essential terms though the company will make all reasonable endeavours to
comply therewith.
10.3. The buyer may not claim for shortage in any delivery unless, (where
reasonably practicable) noted by the buyer on the receipted delivery note or (where
not reasonably practicable) notified to the Company within three days of the buyer
becoming aware of the shortage and in any case within 30 days of delivery.
10.4. The buyer may not claim for any damage in transit unless notified to the
company within three days of the buyer becoming aware of the damage and in any
case within 30 days of delivery.
10.5. Any liability of the company for shortage in delivery or damage in transit
shall be subject to the company being reasonably satisfied that such shortage or
damage has occurred.
10.6. The company shall not be liable for any consequential loss to the buyer
arising out of delay in delivery or non delivery of goods due to force majeure,
strikes, lockouts, shortened working hours, shortage of labour or materials, delays
in transport, accidents, war, political or civil disturbances, the elements, or any other
cause whatsoever beyond the company’s complete control.
10.7. Either the company or the buyer may by notice in writing cancel the
contract to the extent that it is unfulfilled if delivery is delayed for more than three
months if standard catalogued goods or for more than six months if the goods are
to be made to special details or specifications and upon such cancellation the
company shall have no liability other than to return to the buyer all monies paid by
the buyer to the company under such contract.
11.1. Goods delivered to the buyer but remaining the property of the company
shall be at the risk of the buyer and shall not become subject to any encumbrance
and shall be retained in good condition and in the possession or control of the
buyer until sold in the normal course of the buyer’s business.
11.2. The buyer shall at its expense and in the joint names of the buyer and the
company insure all goods at the risk of the buyer but owned by the company for
their full replacement value against all normal risks and shall receive in trust for the
company any proceeds of such insurance and upon payment thereof to the
company the buyer will be given credit therefor against the invoice price of such
goods.
12. Any device alleged to be faulty shall be returned, if so required by the
company, to such place in the United Kingdom as the company may specify and if
the alleged complaint is in the opinion of the company justified the company will at
its option either repair or replace the same and redeliver the repaired or substituted
device to the purchaser whereupon the company shall be under no further liability
to the buyer in respect of such device.
13. Notwithstanding any of the other conditions herein contained and (insofar
as it is legally effective so to do) notwithstanding any other express or implied
conditions in the event of any negligence or breach of contract (including any
breach of warranty) by the company the company’s liability shall not extend beyond
refunding to the buyer the net invoice price of the relevant contract and (without
prejudice to the generality) the company shall have no liability for any consequential
loss suffered by the buyer whether or not the buyer’s intended use or purpose for
the contract goods is known to the company.
14. Where any invoice is not paid in full by the due date for payment the
outstanding balance from time to time shall bear interest (as well after as before any
judgement) at the rate of 4% per annum above the base lending rate of Royal Bank
of Scotland plc from time to time such interest to accrue on a day to day basis. Any
monies received by the company after the due date for payment may
(notwithstanding any contrary stipulation by the buyer) be applied by the company
towards payment of any interest accrued.
