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9. PAYMENT

9.1 Subject to condition 9.46 payment of the price for the Goods is due in pounds sterling within 60

calendar days of the date of the invoice sent by the Company to the Buyer. Unless otherwise stated

on the buyers credit agreement.

9.2 Time for payment shall be of the essence.

9.3 No payment shall be deemed to have been received until the Company has received cleared funds.

9.4 All payments payable to the Company under the Contract shall become due immediately on its

termination despite any other provision.

9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by

way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court

order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be

liable to pay interest to the Company on such sum from the due date for payment at the annual rate

of 8% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis

until payment is made, whether before or after any judgment. The Company reserves the right to

claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9.7 The buyer shall be liable for all costs incurred in recovering monies overdue, including agent,

collection, legal and court fees.

10. QUALITY

10.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer

to the Buyer the benefit of any warranty or guarantee given to the Company.

10.2 The Company warrants that (subject to the other provisions of these conditions) on delivery, the

Goods shall:

(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer

had made known that purpose to the Company in writing and the Company has confirmed in

writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.

10.3 The Company shall not be liable for breach of the warranties in condition ‎10.2 unless:

(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of

damage in transit to the carrier, within 5 working days of the time when the Buyer discovers or

ought to have discovered the defect; and

(b) the Company is given a reasonable opportunity after receiving the notice of examining such

Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's

place of business [at the Company's cost] for the examination to take place there.

10.4 The Company shall not be liable for breach of the warranties in condition 10.2 if:

(a) the Buyer makes any further use of such Goods after giving such notice; or

(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions

as to the storage, installation, commissioning, use or maintenance of the Goods or (if there

are none) good trade practice; or

(c) the Buyer alters or repairs such Goods without the written consent of the Company.

10.5 Subject to condition 10.3 and condition 10.4, if any of the Goods do not conform with the warranties

in condition 10.2 the Company shall at its option repair or replace such Goods (or the defective part)

or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so

requests, the Buyer shall, [at the Company's expense], return the Goods or the part of such Goods

which is defective to the Company.

10.6 If the Company complies with condition 10.5 it shall have no further liability for breach of the

warranties in condition 10.2 in respect of such Goods.

11. DATA PROTECTION

11.1 The Company may transfer information about the Buyer to its financiers, who:

(a) may use, analyse and assess information about the Buyer, including the nature of its

transactions, and exchange such information with other members of their group of companies

and others for credit or financial assessment, market research, statistical analysis, insurance

claim, underwriting and training purposes and in making payments and servicing their

agreement with the Company;

(b) from time to time, may make searches of the Buyer's record at credit reference agencies where

the Buyer's record with such agencies may include searches made and information given by

other businesses; details of their searches will be kept by such agencies but will not be seen

by other organisations that may make searches;

(c) may give information about the Buyer and its indebtedness to the following:

(i) the Company's or their insurers for underwriting and claims purpose;

(ii) any guarantor or indemnifier of the Buyer's or the Company's obligations to enable

them to assess such obligations;

(iii) their bankers or any advisers working on their behalf;

(iv) any business to whom the Buyer's indebtedness or the Company's arrangements with

them may be transferred - to facilitate such transfer;

(d) may monitor and/or record any phone calls the Buyer may have with them, for training and/or

security purposes;

(e) in the event that they transfer all or any of their rights and obligations under their agreement

with the Company to a third party, they may transfer information about the Buyer to enable the

third party to enforce their rights or comply with the obligations.

11.2 The Company will provide the Buyer with details of its financiers on request, including a contact

telephone number if the Buyer would like to have details of the credit reference agencies and other

third parties referred to above from whom they obtain and to whom they may give information about

the Buyer. The Buyer also has the right to receive a copy of certain information that they hold about

it if it applies in writing. However a fee will be payable.

12. LIMITATION OF LIABILITY

12.1 Subject to condition 4, condition 5 and condition 10, the following provisions set out the entire

financial liability of the Company (including any liability for the acts or omissions of its employees,

agents and sub-contractors) to the Buyer in respect of:

(a) any breach of these conditions;

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any

of the Goods; and

(c) any representation, statement or tortious act or omission including negligence arising under

or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions

implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law,

excluded from the Contract.

12.3 Nothing in these conditions excludes or limits the liability of the Company:

(a) for death or personal injury caused by the Company's negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its

liability; or

(d) for fraud or fraudulent misrepresentation.

12.4 Subject to condition 12.2 and condition 12.3:

(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty),

misrepresentation, restitution or otherwise, arising in connection with the performance or

contemplated performance of the Contract shall be limited to the Contract price; and

(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of

goodwill in each case whether direct, indirect or consequential, or any claims for consequential

compensation whatsoever (howsoever caused) which arise out of or in connection with the

Contract.

13. ASSIGNMENT

13.1 The Company may assign the Contract or any part of it to any person, firm or company.

13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written

consent of the Company.

14. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the

volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or

delayed in the carrying on of its business due to circumstances beyond the reasonable control of

the Company including, without limitation, acts of God, governmental actions, war or national

emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock outs,

strikes or other labour disputes (whether or not relating to either party's workforce), or restraints

or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable

materials, provided that, if the event in question continues for a continuous period in excess of [30]

days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15. GENERAL

15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or

remedy of the Company whether under the Contract or not.

15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent

jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it

shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or

unreasonableness be deemed severable and the remaining provisions of the Contract and the

remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract

shall not be construed as a waiver of any of its rights under the Contract.

15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by

the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way

affect the other terms of the Contract.

15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue

of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter

or formation (including non-contractual disputes or claims) shall be governed by and construed in

accordance with English law, and the parties submit to the exclusive jurisdiction of the English

courts.

16. COMMUNICATIONS

16.1 All communications between the parties about the Contract shall be in writing and delivered by hand

or sent by pre-paid first class post or sent by fax:

(a) (in case of communications to the Company) to its registered office or such changed address as

shall be notified to the Buyer by the Company; or

(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it

is a company) or (in any other case) to any address of the Buyer set out in any document which

forms part of the Contract or such other address as shall be notified to the Company by the

Buyer.

16.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and

public holidays) after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery; or

(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on

the next working day.

16.3 Communications addressed to the Company shall be marked for the attention of Jeremy Packer.

Terms & Conditions (continued)

VAT No: 568 3211 36 • Company Registration No: 02573967

Registered Office: Specialised Welding Products Ltd, Unit 1, Farringdon Industrial Centre, Farringdon, Nr Alton, Hampshire GU34 3DD, UK

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