Conditions of Sale
Conditions of Sale
1.1 In these Conditions:
“BUYER” means the purchaser of the Goods.
“CONDITIONS” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“CONTRACT” means the contract for the purchase and sale of the Goods.
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller agrees to supply in accordance with these Conditions.
“SELLER” means The Chord Company Limited (registered number 2970612) of Chord Company House, Boscombe Down Business Park, Millsway Centre, Amesbury, Salisbury, Wiltshire SP4 7RX`.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.5 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller's current published price list or any written order of the Buyer which is accepted by the Seller and confirmed in writing, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and specifications
3.1 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s current published price list, or the Buyer’s order (if accepted by the Seller) and subsequently, the Seller's confirmation of order. In the event of any conflict, the Seller's confirmation of order will prevail.
3.2 Any descriptions, illustrations or dimensions that the Seller supplies to the Buyer in advance of the Buyer’s order are approximate and intended only as a general guide and the Seller shall not be liable for any error or omission contained in such descriptions, illustrations or dimensions.
3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
4. Price of the goods
4.1 The price of the Goods shall be the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, or unless otherwise agreed in writing between the Buyer and the Seller, the price shall include the costs of delivery except in the case of an order below a value of £200 (ex VAT) Net Amount, in which case a delivery charge of £10.00 (ex VAT) will be added to the agreed price. Orders being delivered to a third party will also be subject to a delivery charge of £10.00 (ex VAT).
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. Terms of payment
5.1 Subject to the provisions of clause 5.2 the Sellers invoices shall be paid in full by Bank Transfer, credit card or cheque immediately prior to delivery unless otherwise agreed.
5.2 Where the Seller agrees in writing to grant the Buyer credit the Buyer shall pay the price of the Goods (including the delivery charge if any) within the terms stated on the Seller’s invoice. The Seller shall be entitled to recover the price, notwithstanding that the Buyer has not taken delivery of the Goods and/or the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, pursuant to the Late Payment of Commercial Debts (Interest) Act, until payment in full is made, together with the collection costs and the reasonable legal costs of the Seller incurred in pursuing the debt;
5.3.4. reduce the buyers discount profile (following repeated late payments), and
5.3.5. refuse to accept any future orders until the outstanding payment has been made.
6.1 The Seller shall choose such method of delivery as it thinks fit, acting reasonably, unless otherwise agreed with the Buyer. Delivery of the Goods shall occur upon the Seller posting the Goods by first class post to the trading address of the Buyer or by the Seller delivering the Goods to a carrier for onward delivery to the Buyer or their nominated address.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 Subject to the matters contained in this clause the Seller shall have no liability to the Buyer for damaged Goods or short delivery of the Goods unless the Buyer notifies the Seller of such damage or short delivery within 7 days of receipt of such Goods.
6.5 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Risk and property
7.1 From the point at which delivery is deemed to occur in accordance with the provisions of clause 6 the risk of damage to or loss of the Goods shall pass to the Buyer.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in and title to the Goods delivered shall remain with the Seller and shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due under any other contract. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of the Contract and all other contracts between the Seller and Buyer.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8. Warranties and liability
8.1 This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its respective employees, agents and subcontractors) to the Buyer for:
- any breach of the Contract and/or these Conditions however arising;
- any use made or resale of the Goods by the Buyer, or of any product incorporating any of the Goods; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract and/or these Conditions.
8.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions. The Conditions of Sale set out by the Seller, are only agreed with the nominated Buyer. If the Buyer sells goods onto another company, the original Seller will have no contract obligations to the third party.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any death, personal injury, indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (except in the case of death or personal injury whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.7.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party:
8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery
8.7.7 power failure or breakdown in machinery.
8.8 Without prejudice to any clause above and subject to clause 8.5, the Supplier's total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the amount paid by the Buyer under the purchase order in respect of which such liability arises.
8.9 The Supplier shall not under any circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; loss or corruption of data or information; special, indirect or consequential damage suffered by the other party that arises under or in connection with the Contract and/or these Conditions.
9. Data Protection
9.1 Both parties agree to abide by their respective obligations under the Data Protection Act 2018. In that regard, the Supplier confirms and the Buyer agrees, that the Supplier is not processing any personal data for or on behalf of the Buyer under the Contract.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be valid if posted by first class post, faxed or e- mailed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a continuing waiver of such a breach or of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. An invalid provision shall be renegotiated with the intention of replacing it with a new provision in terms substantially the same as the invalid provision (save for that element of the invalid provision which causes it to be invalid).
10.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.