1.1 These conditions of sale shall form part of all contracts for the supply of goods by Paul Hartmann limited (hereinafter called “the Company”.) to any other person, body, or company (hereinafter called “the Buyer”).
1.2 Quotations are given and orders are accepted by the Company only upon the company's standard conditions of sale as printed herein which shall apply to the exclusion of all other conditions or terms to all contracts for the sale of goods by the Company unless (and then save only to the extent that) they are expressly excluded or varied in writing signed by a director of the Company.
2.1 Unless otherwise stated all prices quoted for goods are inclusive of carriage to the Buyer's premises (or such other address as may be notified to the Company) in mainland Great Britain.
2.2 Where prices quoted are expressed to be inclusive of VAT at the price payable to the Buyer shall be subject to adjustment for any change in the rate of VAT chargeable on the supply of goods between the date of quotation or contract and the date upon which the contract is performed or the relevant tax point.
3.1 Payment of the invoice price shall be made in full by the Buyer for the goods in cash within 30 days of the date of invoice by the Company.
3.2 Without prejudice to the Company's right to prompt payment the Buyer shall pay interest at the rate of 2% per month on the balance of any invoice or other sum remaining unpaid from the due date of payment of the same until the date of actual payment and shall in addition reimburse the Company all reasonable costs and expenses (including legal costs) incurred in the collection of any overdue balance or accounts. 3.3 Time for payment is of the essence of the contract and any liabilities on the part of the Company shall be subject to the terms of payment and to all other obligations on the part of the Buyer being strictly observed.
4. Delivery and Risk
4.1 Unless expressly stated to the contrary by the Company any date or times quoted by the Company for despatch or delivery of the goods to the Buyer are given and Intended as estimates only and shall not be deemed to be of the essence of the contract. The Company shall not be liable to the Buyer in any way for loss or damage arising due to delivery or despatch of the goods at a date later than that quoted howsoever caused.
4.2 Delivery of the goods shall be deemed to be made immediately upon arrival of the goods at the Buyer's premises (or such other address notified to the Company and agreed for delivery) prior to unloading whereupon risk In the goods shall pass to the Buyer. The Company does not accept any responsibility for any loss or damage to goods arising during unloading.
4.3 The Company reserves the right in its sole discretion to make delivery of the goods by instalments and to tender a separate invoice for each instalment setting out the invoice price for each such instalment. Payment of the invoice price for any such part delivery of the goods must be made strictly in accordance with condition 3.
Property in the goods sold or agreed to be sold shall not pass to the Buyer until the later of the dates upon which risk in the goods passes to the Buyer or the Buyer makes payment in full to the Company of the invoice price for the goods. The Company shall however be entitled to bring an action against the Buyer for the invoice price (or any part thereof unpaid) at any time after the due date for payment of the same. Until property of the goods shall have passed to the Buyer the Company may recover possession of such goods from the Buyer and re-sell such goods and for that purpose the Buyer agrees that the Company, its servants and agents may enter upon any land or building upon which the goods are situated.
6. Damage or Non-Delivery
The Company shall not be liable for any damage to the goods in transit or short delivery or loss of the goods unless in the case of damage in transit or short delivery separate notices in writing are sent to the Company and to the carrier by the Buyer within 3 days of receipt of the goods, or in the case of loss of the goods, notice in writing Is given to the Company within 7 days after the date of invoice of the goods.
Where orders have been processed and goods despatched in accordance with a customer's instructions, no returned goods are accepted from 60 days after the date of invoice. Any credit due for goods returned within 60 days from the date of invoice may be adjusted in value at the Company's absolute discretion to account for the saleable condition of the goods. Carriage costs for goods thus returned shall be the customer's responsibility.
8. Warranty and Exclusion
8.1 If within 6 months after delivery of the goods the Buyer notifies the Company in writing that the goods are defective and gives to the Company all reasonable facilities to investigate the alleged defects, then provided that the Company is satisfied that the defects have arisen prior to delivery of the goods to the Buyer solely due to defective production or manufacture of the goods and that there has been no omission or neglect on the Buyer's part in dealing with the goods, the Company warrants that it will in its absolute discretion either replace the defective goods with identical goods or with goods of comparable quality or issue to the Buyer a credit note to enable the Buyer to order from the Company new goods free of charge. Payment for the alleged defective goods shall not be withheld by the Buyer pending investigations by the Company.
8.2 Except as provided In Clause 8.1 above, there are excluded from the contract with the Buyer all conditions, guarantees or warranties whatsoever whether express or which but for these conditions of sale would or might be deemed to be implied by statute or common law. Provided that nothing herein shall be construed or applied so as to exclude the Company's liability under the provisions of Section 12 of the Sale of Goods Act 1979 or for death or personal injury arising from the Company's negligence (as that term is defined in the Unfair Contract Terms Act 1977).
8.3 In no event shall the Company be liable for any consequential or indirect loss suffered or incurred by the Buyer in consequence of any act omission or default of the Company.
9. Force Majeure
Should delivery of any of the goods be prevented or delayed by reason of any strike, war, fire, delay and delivery by third parties, act of God, Government action, or any other cause whatsoever outside the control of the Company, the Company reserves the right to cancel or suspend deliveries without prejudice to its right to payment for any goods (including part orders) already delivered. In any event, the Company shall not be liable in any way for loss or damage arising directly or indirectly in consequence of any such event.
10. Buyer´s Default
If the Buyer defaults in paying any sum due under any Contract with the Company as and when such sum becomes due or commits any breach of any of Its obligations to the Company, or if distress or execution is levied on any of the Buyer's goods, or if the Buyer makes any arrangement with its creditors or commits any act of bankruptcy or goes into liquidation or if a receiver or manager Is appointed of the whole or any part of its assets, the Company may forthwith suspend all further deliveries until the default has been made good or adequate compensation furnished therefore or may determine the contract so far as any goods remaining to be delivered without liability but without prejudice to any claim which the Company might otherwise have for breach of contract and/or for the price of goods already delivered.
11. Cancellation by the Buyer
Once a contract exists between the Buyer and the Company, it may not be cancelled by the Buyer except with the Company's consent and on terms which will indemnify the Company against all loss or damage whether directly or indirectly caused.
12. Governing Law
The contract between the Buyer and the Company shall in all respects be governed by English law.