Terms & Conditions
STANDARD TERMS AND CONDITIONS OF SALE
EFFECTIVE FROM 1st December 2012
1 DEFINITIONS
1.1 The ‘Seller’ shall mean Portsdown Office Limited.
1.2 The ‘Buyer’ shall mean the person, firm or company purchasing or offering to purchase goods from the Seller.
1.3 The ‘Goods’ shall mean any items offered for sale by the seller which the buyer purchases or offers to purchase.
2 GENERAL
The terms and conditions set out above and below shall apply to every contract entered into by the seller for the sale of goods unless a variation thereto is agreed in writing by a director of the seller. These terms and conditions shall apply notwithstanding any terms and conditions of the buyer.
3 ORDERS
3.1 Whether orally or in writing all orders for the goods placed by the buyer and accepted by the seller shall be treated as a contract for the purchase of the goods so ordered or such part thereof as the seller has available.
3.2 If upon delivery only part of an order can be fulfilled the seller shall advise the buyer which of the goods supplied are only temporarily unavailable.
3.3 Orders for goods that are temporarily unavailable will be fulfilled by the seller as and when the goods are available.
4 DELIVERY
The seller will attempt to adhere to any agreed delivery date but does not guarantee that any goods will be delivered by the date and shall not be liable for any loss or damage of any kind and howsoever arising by reason of late delivery, non-delivery or short delivery.
5 TIME FOR CLAIMS
The seller will only consider any claims made by the buyer for the supply of defective goods or for wrong delivery or which he has notice in writing from the buyer within three days of delivery of the goods to the buyer.
6 SELLER’S LIABILITY FOR DEFECTIVE GOODS
The seller’s liability for materially defective goods shall be limited to replacing them or at the seller’s election giving credit to the buyer for the purchase price thereof provided that the goods are returned promptly for verification and provided that when returning materially defective goods the buyer complies with the seller’s returns procedure.
7 RISK
Risk in the goods shall pass to the buyer on delivery. The seller shall not be liable for any loss of or any damage to the goods occurring after delivery.
8 PAYMENT
8.1 The price for the goods shall be the seller’s published price ruling at the date of despatch.
8.2 The seller’s published prices for the goods are exclusive of VAT or any similar tax or duty which may be imposed in respect of the sale of goods.
8.3 The price for the goods shall be payable prior to placement of the order unless the buyer has a credit account with the seller in which event the seller will invoice the buyer for the price of the goods despatched in fulfilment or part fulfilment of an order and such an invoice shall be paid within the agreed credit terms.
8.3.1 Credit Account terms of payment are 30 days from date of Invoice.
8.4 Failure by the buyer to make payment to the seller by the due date shall entitle the seller:
8.4.1. To cancel or suspend all trading arrangements with the buyer and/or
8.4.2. To charge interest until payment on any outstanding sums before and after Judgement at 4% above Nat West Plc Base Rate and/or
8.4.3. To recover from the buyer on an indemnity basis as part of the debt any costs incurred in collecting the debt including legal costs.
8.4.4. To enter any premises in which the buyer is trading or operating at the time and to seize and remove any goods for which payment has not been received.
9 CREDIT TERMS
Seller shall be entitled at any time to vary or withdraw credit terms agreed by the buyer.
10 RESERVATION OF TITLE
10.1 The property in any goods supplied by the seller to the buyer shall not pass to the buyer until the date when the buyer has paid the seller all monies owing by it to the seller on any account.
10.2 Until the date referred to in Clause 10.1 above the buyer shall be entitled to dispose of the goods in any way whatsoever.
10.3 In cases where goods in possession of the buyer may be the subject of a number of invoices the principle of first in first out shall apply so that the goods the subject of earlier invoices shall be deemed to have been sold before the goods the subject of later invoices.
10.4 Until the date referred to in Clause 10.1. above the buyer shall hold the goods as bailee for the seller and in fiduciary capacity between the buyer and the seller and if the buyer has not paid for the goods by the due date the seller may without notice repossess the goods and shall be entitled to enter upon any premises where such goods are being held by or to the order of the buyer in order to take such repossession.
11 BUYERS INSOLVENCY
11.1 This clause applies if the buyer makes any voluntary arrangements 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 (otherwise than for the purpose of amalgamation re reconstruction) or
11.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the buyer or
11.1.3 The buyer ceases or threatens to cease carrying on business or
11.1.4 The seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
11.2 If this Clause applies then without prejudice to any other rights or remedies available to the seller the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered and not paid for the price shall become immediately due and payable notwithstanding any prior agreement or arrangements to the contrary.
12 BUYERS INDEMNITY OF SELLER
12.1 The buyer shall indemnify the seller against any loss liability or expenses of any kind suffered by the seller resulting from any third party claims whether contractual or tortious statutory or otherwise against the seller in connection with the goods.
13 SELLER LOSSES
13.1 The seller accepts no liability whatsoever for any loss or damage whether consequential or direct suffered by or occasioned to the buyer the employees or any agents of the buyer or any third party which may arise after delivery of the goods to the buyer.
14 LAW OF THE CONTRACT
14.1 THE CONTRACT BETWEEN THE SELLER AND THE BUYER SHALL BE GOVERNED BY THE LAWS OF ENGLAND.
Portsdown Office Limited