MID SUSSEX TIMBER COMPANY LIMITED
Conditions of Sale
The following definitions apply:
1.1 “Conditions” means the conditions set out in this document.
1.2 “Customer” means the person, firm or company purchasing the Goods in accordance with the Conditions.
1.3 “Goods” means the goods supplied pursuant to the Conditions.
1.4 “Mid-Sussex” means the supplier of the Goods, Mid-Sussex Timber Company Limited.
1.5 “Order” means the Conditions, and any special conditions, description, or technical specification that have been agreed in writing.
2.1 The conditions apply to the fullest extent permitted by the law and do not affect any of the customers statutory rights.
2.2 The Conditions constitute a full statement of the conditions of the Order, and all prior discussions, statements, representations or documentation (including catalogues, price lists or other advertising materials) shall be of no legal effect, except for any description or technical specification of the Goods agreed in writing.
2.3 The Conditions shall not be varied except by agreement of special conditions in writing. In the event of any conflict, or apparent conflict, between the special conditions and the Conditions, the special conditions will prevail. No servant or agent of Mid-Sussex has power to vary the Order orally, or to make representations or promises about the Goods, their fitness for any purpose or any other matter whatsoever.
2.4 Any terms or conditions proposed by the Customer are excluded from the Order. The Order constitutes an offer which is open for acceptance within 14 days of the date of issue of the Conditions or on the date of acceptance of all or any of the Goods. Mid-Sussex will provide the Goods at the request of any representative of the Customer, unless otherwise instructed in writing by the Customer.
2.5 The Order shall be governed by English law.
2.6 The Conditions supersede in their entirety all previous trading conditions issued by Mid-Sussex.
2.7 All notices to be served under the Conditions shall be served by first class pre-paid post, e-mail or facsimile message at the registered office or principal trading address of the intended recipient. Notices shall be deemed served when they would ordinarily have been received in normal business hours according to the means of transmission of such notices.
2.8 No person who is not a party to the Order shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of the Order.
3. Cancellation or variation of the Order
3.1 The Order may not be cancelled or varied by the Customer, unless expressly agreed in writing by an authorised signatory of Mid-Sussex.
3.2 Mid-Sussex’s agreement to cancel or vary the Order shall be without prejudice to its entitlement to full compensation on an indemnity basis for any loss caused thereby.
3.3 Where the Goods are returned by the Customer without Mid-Sussex’s consent, they will not be accepted for credit. Should goods be returned a re-stocking charge may be levied at the discretion of Mid-Sussex Timber.
4.1 VAT will be added to all invoices at the appropriate rate.
4.2 As the price of the Goods is based on the current price of materials, labour and other prime costs of Mid-Sussex, Mid-Sussex will be entitled to increase the price of the Goods by a fair proportion to reflect any increase in the said prices or prime costs.
5.1 Unless the sale is for cash, or other credit terms have been expressly agreed, all accounts are due for payment on the last day of the month following the month in which the Goods are delivered.
5.2 Mid-Sussex has the right to charge interest at 8% per annum above the base rate from time to time in force of Lloyds TSB Plc on all overdue accounts, together with compensation for any loss suffered by Mid-Sussex arising from late payment, in accordance with its rights under the Late Payment of Commercial Debts (Interest) Act 1998.
5.3 The Customer shall not be entitled to withhold payment of any amount payable under the Order by reason of any dispute or claim by the Customer under this or any other order.
5.4 The Customer shall not be entitled to set off against any amount payable under the Order any amount due by Mid-Sussex to the Customer under any other order.
5.5 Mid-Sussex shall be entitled to set off any amount due by it to the Customer against any amount payable by the Customer to Mid-Sussex.
5.6 In the case of short delivery or partial delivery, or delivery of damaged Goods, the Customer shall remain liable to pay the full invoice price of all Goods delivered or available for delivery.
5.7 Mid-Sussex reserves the right at any time at its discretion to demand security for payments before continuing with or delivering any of the Goods, notwithstanding any agreement to provide credit to the Customer.
5.8 Without prejudice to any other of Mid-Sussex’s rights, if the Customer shall fail to make punctual payment of any sum under any order by the Customer, Mid-Sussex may, at its option, either suspend further performance of the Order until the total indebtedness of the Customer to Mid-Sussex has been discharged, or cancel the Order and recover all Goods in the possession of the Customer that remain unpaid, and sell the same in discharge of any sums owing.
5.9 All legal costs and expenses reasonably incurred by Mid-Sussex in seeking to collect overdue invoices from the Customer or otherwise to enforce its rights under the Order will be recoverable from the Customer on an indemnity basis.
6.1 Delivery is agreed to be effected when the Goods leave the premises of Mid-Sussex, or the premises of Mid-Sussex’s supplier(s), if the Goods are delivered directly from Mid-Sussex’s supplier(s) to the Customer. Where the Goods are not delivered by Mid-Sussex but by an independent carrier, delivery of the Goods by Mid-Sussex to the carrier shall be deemed to be delivery to the Customer.
6.2 Delivery dates, whilst given in good faith, are estimates only. No liability will be accepted by Mid-Sussex for any loss whatsoever suffered or caused through late delivery or non-delivery, and time of delivery shall not be of the essence.
6.3 Mid-Sussex reserves the right to make a delivery by instalments, and under a separate invoice in respect of each instalment.
6.4 In the event that the Customer requests that any Goods be deposited other than on premises owned by the Customer, or there is any delay in delivery at the request of the Customer, or there is any delay in delivery arising from matters outside the control of Mid-Sussex, the Customer shall be liable and responsible for compliance with all regulations and for all steps which need to be taken for the protection at all times of persons, the Goods or any other property, and shall indemnify Mid-Sussex in respect of all costs claims losses or expenses which Mid-Sussex may incur as a result of such delivery, whether on the public highway or elsewhere.
6.5 The Customer shall be responsible at its own expense for unloading the Goods, and the appropriate level of labour for unloading of the Goods shall be available during normal working hours on the day notified by Mid-Sussex for delivery.
6.6 The Customer shall procure the signing of Mid-Sussex’s delivery note as acknowledgement of delivery of the Goods specified on the delivery note.
6.7 Mid-Sussex will deliver the Goods as near as possible to the delivery address as a safe hard road permits. Mid-Sussex reserves the right to refuse to deliver Goods to premises considered in the sole opinion of Mid-Sussex to be unsuitable. Customers requesting vehicles off the public road will be solely responsible for any damage resulting, irrespective of Mid-Sussex’s agreement to such a request.
6.8 If the Customer wishes to claim that there is any shortage in the delivery of any Goods, or that any of the Goods have been delivered damaged, or that the Goods do not comply with any agreed description or technical specification, the Customer shall give notice in writing to Mid-Sussex within 2 working days after the date of delivery, or within 2 working days of non-delivery if the Goods are not delivered on the anticipated delivery date, failing which the Goods shall be deemed to have been delivered in accordance with the Order:-
a. If short delivery does take place, the Customer shall not reject the Goods but shall accept the Goods delivered as a part performance of the Order;
b. In the case of short delivery, damaged Goods, or that the Goods do not comply with any agreed description or technical specification, Mid-Sussex shall be under no liability in respect of the claim, unless Mid-Sussex are given the opportunity to inspect the Goods before any use is made of the Goods by the Customer.
6.9 The liability of Mid-Sussex for short delivery, or for damaged Goods, or if the Goods do not comply with any agreed description or technical specification, shall be strictly limited as appropriate in Mid-Sussex’s sole opinion to delivery of any remaining Goods not yet delivered, or their replacement or repair.
6.10 A delivery charge may be levied, at the discretion of Mid-Sussex.
7. Title and Risk
7.1 Risk in the Goods and responsibility therefore shall pass to the Customer when the Goods are delivered to the Customer.
7.2 The ownership of the Goods shall remain with Mid-Sussex until the Customer has paid for all liquidated sums owed by the Customer to Mid-Sussex, whether in respect of this or of any other order.
7.3 The Goods shall be stored on the Customer’s premises separately from any other goods and property, and the Customer shall not interfere with any identification marks or serial numbers on the Goods. The Customer will maintain the goods in a satisfactory condition and Mid-Sussex will be entitled to carry out periodic inspections by arrangement with the Customer.
7.4 The Customer is licensed by Mid-Sussex to use or agree to sell the Goods delivered to the Customer subject to the revocation of such authority in accordance with sub-clause 7.6.
7.5 In the event that the Customer sells the goods to a subsequent buyer or any insurance claim arises prior to full payment of the price to Mid-Sussex, the Customer shall hold the sale or insurance proceeds on trust for the benefit of Mid-Sussex in a separate bank account, to the extent that such proceeds cover all liquidated sums owing to Mid-Sussex.
7.6 Until title to the Goods passes, without prejudice to any other rights of Mid-Sussex, Mid-Sussex may at any time revoke the power of sale and use contained in sub-clause 7.4 above by notice to the Customer, if either (a) the Customer is in default for longer than 14 days in the payment of any sum whatsoever due to Mid-Sussex whether in respect of the Goods or otherwise or (b) if Mid-Sussex has bona fide doubts as to the solvency of the Customer, whereupon the Customer shall deliver up the Goods immediately to Mid-Sussex.
7.7 Mid-Sussex may at any time recover and re-sell Goods in which title shall not have passed to the Customer. Mid-Sussex, by its servants and agents, shall be entitled to have access to the Customer’s premises or those to which the Customer has a right of access where the Goods or some of them are stored or thought to be stored for the purpose of re-possession at any time.
7.8 Risk in the Goods shall revert to Mid-Sussex following re-possession under Clause 7.6 but not otherwise.
7.9 If the Customer shall become bankrupt or insolvent, or have a receiving order or administration order made against him or compound with his creditors, or, being a corporation, commence to be wound up, not being a members’ voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, or Mid-Sussex has bona fide doubts as to the solvency of the Customer, all sums payable to Mid-Sussex by the Customer in respect of the Goods or otherwise shall become due and payable forthwith, without requirement for any notice to be given and Mid-Sussex shall be released from its obligation to deliver such of the Goods as remain undelivered, save on conditions acceptable to Mid-Sussex, or if the Goods or any of them shall have been delivered, the power of sale and use contained in sub-clause 7.4 above shall be deemed revoked forthwith, and the Goods shall be delivered up to Mid-Sussex.
8.1 No guarantee can be given that Goods delivered will match samples submitted in all material respects, including but not limited to colour, size, weight and cut, as samples are drawn from bulk and are not representative of the whole.
8.2 If the Goods are manufactured to any agreed description or technical specification, the Goods carry no undertaking or warranty of any kind save that they will comply with the said details in all material respects.
8.3 Whilst Mid-Sussex will endeavour to supply the exact quantities of Goods, such quantities shall be subject to a tolerance either way by 10% and the Customer will pay for the actual quantities of Goods delivered.
8.4 Mid-Sussex reserves the right to modify or improve any of its Goods and may substitute any such improved or modified Goods in lieu of those actually ordered by the Customer provided that this Condition shall not oblige the Customer to accept Goods substantially different from those ordered.
8.5 Goods will be supplied to the nearest British Standard Specification (if applicable) if a non-standard specification is ordered.
8.6 In the case of Goods to be made to any agreed description or technical specification, once the manufacture of such Goods has commenced, cancellation of the Order by the Customer cannot be accepted in any circumstances.
9.1 This clause limits or excludes Mid-Sussex’s liability to the fullest extent permitted by law.
9.2 Save in respect of Mid-Sussex’s liability for death or personal injury resulting from negligence, and subject to the provisions of sub-clause.
9.3 Mid-Sussex shall not be liable by reason of any misrepresentation, breach of contract, or tort (including but not limited to negligence or breach of duty), for any loss, damages (whether direct, indirect, special, or consequential), or for costs or expenses of any kind whatsoever suffered or incurred by the Customer.
9.4 Mid-Sussex’s liability in respect of the Order shall be limited, at the discretion of Mid-Sussex, to the repair or replacement of the Goods, or a refund of all or (where appropriate) part of the price paid for the Goods. Mid-Sussex’s total liability in respect of the Order shall not exceed the price of the Goods.
9.5 The Order excludes all conditions relating to fitness for purpose, whether express or implied.
9.6 It is the responsibility of the Customer to inspect and test the Goods, including each and every part thereof, upon delivery, and before use to see that they are in accordance with the Order.
9.7 Subject to any other Conditions relating to the making of claims in the Conditions, any claims must be made by the Customer in writing, and received by Mid-Sussex within 7 days of the Customer’s receipt of the Goods, failing which the Customer shall be deemed conclusively to have waived any and all claims.
9.8 The Customer shall indemnify Mid-Sussex in respect of any claims against the Mid-Sussex by third parties arising from the placing and/or carrying out of the Order, unless caused by the default of Mid-Sussex.
9.9 Mid-Sussex shall not be liable for any failure to deliver or delay in delivery of the Goods arising from circumstances outside its control, including but not limited to lock-outs, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components.