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| 1. |
Definitions
In these conditions of sale:- |
| 1.1 |
"the Seller" means Impact Power Tools (Surrey) Limited; |
| 1.2 |
"the Goods" means the goods which are supplied by the Seller including all instruction leaflets, manuals, drawings, illustrations and specifications provided by the Seller to the Buyer and includes goods and components provided by the Seller in making repairs to goods at the request of the Buyer; |
| 1.3 |
"the Buyer" means the person, firm or company which places an order for the Goods; |
| 1.4 |
the agreements, warranties, conditions, representations and other terms set out in the order for the goods and in theses Conditions are together referred to in these conditions as "the Agreement for Sale"; |
| 1.5 |
Any reference to sale of goods shall, where the context so admits and in the absence of any words to the contrary, include repair of goods by the Seller at the Buyers request. |
| 2. |
The Agreement |
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These Conditions shall be deemed to incorporated in all agreements from time to time entered into between the Seller and the Buyer
which provide for the sale of any goods by the Seller to the Buyer. These Conditions shall apply in place of and prevail over any
terms or conditions contained or referred to in the Buyer's order or in correspondence or elsewhere or implied by trade custom,
practise or course of dealing unless specifically agreed to in writing by the Seller and any purported provisions to the contrary
are hereby excluded or extinguished. The Agreement for Sale represents the complete agreement between the Seller and the Buyer with
regard to the Goods and contains all agreements, warranties, conditions, representations and other terms agreed, made or relied
upon by either party in connection with the Goods. No amendment or addition to the Agreement for Sale shall be binding on the Seller
unless agreed in writing by an authorised representative of the Seller.
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| 3. |
Prices |
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The prices for the Goods shall be the price quoted or on offer from the Seller at the time of the Buyers order. |
| 4. |
V.A.T. |
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Unless otherwise specified Value Added Tax and any other tax or duty payable by the Buyer shall be added to the price. |
| 5. |
Payment Terms |
| 5.1 |
Payment for the goods shall be due in full without set-off or deduction in pounds Sterling within thirty days of the issue of the Seller's invoice which may be issued at any time after the Goods are ready for dispatch or collection from the seller's works. |
| 5.2 |
In the event of any payment becoming overdue (and without prejudice to any other right the Seller may have) the Seller shall be entitled to charge interest at the rate of 2.5% per month or part thereof to run from the due date for payment thereof until receipt by the Seller of the full amount whether before or after judgement. |
| 5.3 |
The Seller reserves the right to terminate any contract, to suspend deliveries or to cancel any allowance of credit, whereupon payment for all Goods shall become immediately due:
| a) |
in event of any payment not being made when due; or |
| b) |
if the Buyer or any associated company thereof is in default of any contract or contractual term with the Seller or any associated company thereof; or |
| c) |
if being an individual the Buyer shall die, have a receiving order made against him or become bankrupt; or |
| d) |
if being a company the Buyer shall have any receiver, administrative receiver, administrator or liquidator appointed of all or any of its assets or shall become subject to any winding-up order of the court; or |
| e) |
if the buyer compounds with, negotiates any composition with or calls any meeting of its creditors or permits any judgement against it to remain unsatisfied for more than seven days; or |
| f) |
if any distress, execution or other legal process shall be levied on the Buyer; or |
| g) |
if the Seller at its discretion at any time considers that the financial circumstances of the Buyer have ceased to justify the terms allowed. |
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| 5.4 |
In the case of unpaid cheques, the Seller reserves the right to raise an administration charge, payable by the Buyer, of £25.00 + VAT per unpaid cheque to include bank charges levied by the "Seller's bank. |
| 5.5 |
In the case of any unpaid accounts being referred to debt collectors or solicitors the seller reserves the right to levy a 15% surcharge together with any other costs incurred by the seller. |
| 6. |
Delivery |
| 6.1 |
Unless otherwise expressly provided, all sales are Ex Works from the address of the Seller and delivery of the Goods to the carrier shall constitute delivery thereof to the Buyer and from the point in time immediately preceding the Goods shall be at the Buyer's risk. |
| 6.2 |
Any period or date for delivery stated in the Agreement for sale is intended as an estimate only and is not a contractual commitment and the Seller shall not be liable for any damages or losses arising out of the delay. |
| 6.3 |
Upon delivery the Buyer will be deemed to have examined the Goods and accepted their condition and quantity unless a claim with regard to their condition or quantity is notified in writing to the Seller within five days of delivery. |
| 6.4 |
In the case of goods deposited with the Seller for repair, the risk shall at all time lie with the Buyer. |
| 6.5 |
All orders that are under the value of £100.00 nett, that are required to be delivered, will attract a carriage charge. |
| 7. |
Passing of Property |
| 7.1 |
The Goods shall remain the property of the Seller as legal and equitable owner and no property in or title to the goods shall pass to the Buyer until their full price has been duly paid to the Seller together with the full price of any goods the subject of any other contract with the Seller. Failure to pay the price for the Goods and any other such goods as above when due shall, without prejudice to any other remedies the Seller may have, entitle the Seller, at the cost of the Buyer, to repossess the Goods or any part at the Seller's discretion from any premises where they may be. For the purpose of repossessing the Goods or any part thereof the Buyer hereby grants an irrevocable licence to the Seller, its employees or agents to enter upon its premises. |
| 7.2 |
The Buyer may in the ordinary course of its business sell and deliver the Goods or any product produced with the Goods in which the property remains with the Seller to any third party as the Seller's agent (but as principal vis-à-vis any third party), in a fiduciary capacity and for the account of the Seller provided that the entire proceeds of sale are held in trust for the Seller, are not mingled with any other moneys and are at all times identifiable as the Seller's moneys The Buyer shall upon request assign to the Seller the legal title of any right against any third party arising out of such sale and the beneficial interest of which is the Seller's. The Buyer shall be entitled to receive from the Seller by way of commission the excess of the proceeds of sale over the amounts due to the Seller from the Buyer. |
| 7.3 |
Notwithstanding the provisions of this condition 7, the Seller shall be entitled to bring an action against the Buyer for the price of the Goods in the event of non-payment by the Buyer by the due date as if the property in the Goods had already passed to the Buyer or shall have the right by notice in writing to the Buyer at anytime after the agreed delivery date to pass the property in the Goods to the Buyer as from the date of such |
| 7.4 |
In case of goods and components which have been incorporated into other goods by way of repair by the Seller, property in those Goods shall not pass (notwithstanding that the goods the subject of the repairs are the Buyer's property) until payment in full of the price for those Goods. |
| 8 |
Specification & Information |
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Unless expressly agreed in writing by the Seller all drawings, designs, specifications and particulars of weights and dimensions prepared by the Seller are approximate only and the Seller shall have no liability in respect of any deviation therefrom. The Seller accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Seller. |
| 9. |
Statutory Liability |
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Nothing in these Conditions shall be interpreted as excluding or restricting any legal liability of the Seller for death or personal injury resulting from the negligence of the Seller, its employees, agents or subcontractors or restricting any of the Seller's legal obligations arising under Section 12 of the sale of Goods Act 1979 or under the Consumer Protection Act 1987. |
| 10. |
Warranty |
| 10.1 |
The Buyer shall be entitled to such warranties as are offered by the manufacturer of the Goods having regard to any use to which the Goods are put and which use the Buyer shall have in or prior to the agreement for Sale have disclose to the Seller but except as in this Clause 10.1. expressly provided or as implied by statute and not expressly excluded in these conditions any condition, warranty, innominate term or representation whatsoever whether express or implied by statute, common law, trade usage, custom or otherwise in respect of the quality, fitness for purpose, merchantability, description of the Goods or otherwise is expressly excluded so far as permitted by law |
| 10.2 |
The Seller shall be under no obligation whatsoever to repair, replace or make good any loss or damage or defect which results from incorrect installation, alteration without consent, wear and tear, accident, abnormal conditions of storage or use or hiring out of the Goods or any act, neglect or default of the Buyer or any third party or incorrect information supplied by the Buyer as to the Goods' operating conditions or for so long as any amount due from the Buyer to the Seller remains outstanding. |
| 10.3 |
The Seller's obligation under any warranty in this Clause contained is limited to, at its option, repairing, replacing on an exchange basis or refunding the cost of the Goods or parts thereof which are delivered with or develop defects in design, materials and workmanship under normal and proper use within any warranty period and does not extend to any consumable item. |
| 10.4 |
In the event of the Buyer becoming aware of a defect in the Goods during any warranty period the Buyer shall promptly supply the Seller within that period with written particulars of such defect. |
| 10.5 |
The Seller shall not be liable for any damage or loss whatever suffered by the Buyer to the extent that it is caused by the continued use or operation of the Goods after a defect becomes apparent to the Buyer |
| 10.6 |
The Buyer shall not return any of the Goods to the Seller without the Seller's consent and the Seller shall be under no liability whatsoever for the Goods returned by the Buyer without such consent. |
| 10.7 |
Notwithstanding the foregoing where it is apparent from the Agreement for Sale or any specification or other document supplied by the Seller to the Buyer prior to the date of the Agreement for Sale that any item or component was not manufactured by the Seller or any associated company of the Seller the warranty period shall in relation to such item or component expire at the end of the period of the express warranty given to the Seller in respect thereof by the relevant supplier if shorter than the warranty period except insofar as such shortened warranty period is unreasonable |
| 10.8 |
No warranty is given by the Seller in respect of any Goods used in the course of repairs or to any item in which such Goods have been incorporated other than in this Clause expressly provided. |
| 11. |
Limitation of Damages |
| 11.1 |
Except as provided in the warranty set out in Condition 10, the Seller shall be under no liability to the Buyer for any damages or losses, direct or indirect, resulting from defects in design, materials or workmanship or from any act or default of the Seller, whether negligent or otherwise. |
| 11.2 |
The Seller shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, however caused. |
| 11.3 |
Subject to Condition 9 the Seller's aggregate liability to the Buyer shall in no circumstances exceed the cost of the Goods which give rise to suck liability in respect of any occurrence or series of occurrences. |
| 12. |
Indemnity - Product Liability |
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The Buyer agrees to indemnify the Seller against any damages, losses, costs, claims or expenses incurred by the Seller in respect of any liability of the Seller towards a third party arising out of or in connection with any of the Goods supplied by the Seller or their operation or use. |
| 13. |
Insurance |
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The Buyer agrees that it is best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and the Buyer therefore acknowledges that it is reasonable for the Seller to sell the Goods and fix the purchase price on the basis of exclusions, limitations of liability and indemnities set out in these Conditions and the Buyer agrees that it will be responsible for effecting all insurance cover as may be appropriate to its business and property and the Seller shall have no legal liability in respect of any loss or damage. |
| 14. |
Health & Safety at Work |
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The Buyer shall pay due regard to any information supplied by the Seller relating to the use for which the Goods are designed or have been tested and about any conditions necessary to ensure that they will be safe and without risks to health at all times, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risks to health at all times. |
| 15. |
Waiver |
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The rights of the Seller shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver of any breach shall operate as a waiver of any subsequent breach. |
| 16. |
Severability |
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If any of these Conditions of Sale or any part is held to be invalid for any purpose it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of these Conditions of Sale. |
