“Buyer” means the person who buys or agrees to buy the goods from the company.
“Buyer’s Design” means any drawing, specification, pattern design or other information in whatever form supplied by the Buyer to the Company for the use of the Company in the production of the goods.
“Buyer’s Tools” means any tool, fixture, plant or other equipment belonging to, under the control of or provided by the buyer.
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the company.
“Delivery Date” means the date specified by the company when the goods are to be delivered.
“Goods” means the products which the buyer agrees to buy from the Company.
“Price” means the price for the goods excluding carriage, packaging, insurance and VAT unless agreed by the company in writing.
“Company” means Ravensbourn Limited of Occupation Lane, Woodville, Swadlincote, DE11 8ET.
“VAT” means Valued Added Tax or any tax replacing it.
2. CONDITIONS APPLICABLE
2.1. Orders will only be accepted with an agreed Delivery Date.
2.2. These conditions shall apply to all Contracts for the sale of goods by the company to the buyer to the exclusion of all other Terms and Conditions Including any terms of conditions, which the buyer may purport to apply under any Purchase Order, Confirmation of Order or similar document.
2.3. All orders shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.4. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5. Any variations to these conditions (including any special Terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by the company.
3. THE PRICE AND PAYMENTS
3.1. The price shall be the Company’s quoted price for the goods. The price is exclusive of VAT, which shall be due at the rate ruling on the date of the Company’s invoice.
3.2. Payment of the Price and VAT shall be due within or on 30 days of the date of invoice. Time for payment shall be of the essence if a new payment term has been agreed then the company will confirm this in writing.
3.3. Interest on all due invoices shall accrue from the date when payment becomes due from day to day of payment at the rate of 3% above Bank of England Base Rate from time to time in force and shall accrue at such rate after as well as before any judgement.
3.4. The Price of the goods should be the company’s quoted Price, which shall be binding on the Company provided that the Buyer shall accept the Company’s quotation within 30 days. The Company may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to reflect any increase in the cost to the Company which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the company (including without limitation foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs). Provided that the buyer may cancel this contract within 3 working days of any such notice from the company.
3.5. Payments made by Credit Card or Commercial Visa Debit Card are subject to a 2% surcharge.
4. ADDITIONAL COSTS
4.1. The cost of pallets, containers and or packaging will be included in the price of the goods, but carriage may be added.
4.2. The Buyer agrees to pay for any loss or extra costs incurred by the Company by reason of the Buyer instructions or lack of instructions or though the Buyer’s failure or delay in taking delivery or any change in delivery dates, quantities or specifications for the goods which are requested by the Buyer or through any act or default on the part of the Buyer, its servants, agents or employees.
4.3. Duplicate copies of delivery notes requested more than 7 days following date of invoice will be subject to additional cost.
5.1. The quantity and description of the goods shall be as set out in the Company quotation.
6.1. The Company warrants that the Goods will, at the time of delivery, correspond to the description given by the company in the company’s quotation.
6.2. All other Warranties, Conditions or Terms relating to fitness for purpose, merchantability, or condition or the Goods, whether implied by statue or common law or otherwise are excluded so far as the law allows.
7. EXCLUSION OF LIABILITY
7.1. The company shall be under no liability in respect of any defect in the goods rising from any drawing design, specification pattern sample or other information provided by the buyer to the customer.
7.2. The Company shall be under no liability in respect of any defect arising from the use by the company of the Buyer’s tools.
7.3. The company’s liability in respect of the defective goods shall be limited to the replacement of those goods shown to be defective. The company shall in no circumstances be liable to the Buyer in contract, tort, negligence, or pursuant to any breach of statutory duty or otherwise for any loss, damage, cost or expense of any nature whatsoever incurred or suffered by the buyer of an indirect or sequential nature including but without limitation any economic loss or other loss of turnover, profit business or goodwill.
7.4. The company shall be under no liability in respect of any defect in the goods arising from fair wear and tear, unlawful or wilful damage, negligence, abnormal working conditions, failure to follow the company’s written instructions, misuse or alteration or repair of the goods without the company approval.
7.5. The Company shall not be liable for any loss or damage whatever due to failure by the company to deliver the goods (or any of them) promptly or at all and in respect of any delivery date time shall not be the essence.
8. DELIVERY OF THE GOODS
8.1. The company may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with provisions of these conditions.
8.2. The failure of the Buyer to pay for any one or more of the said instalments for the goods on the due date shall entitle the Company (at the solo option of the company):
8.2.1. Without notice to suspend further deliveries of the Goods pending payment by the buyer and/or
8.2.2. To treat this Contract as repudiated by the Buyer.
8.3. Where the company’s quotation includes the transportation of the goods to the buyer, or to the buyer’s order, delivery of the goods shall be made when the goods are tendered at the buyer’s address pursuant to the buyer’s order and the buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
8.4. Where the company’s quotation is given on the basis that the buyer collects the goods whether by the buyers or the buyer’s appointed carrier, delivery shall take place at the time of collection by or on behalf of the buyer.
9. INSPECTION / SHORTAGES
9.1. The buyer is under a duty wherever possible to inspect the goods on delivery or on collection as the case may be.
9.2. No liability for alleged defects, shortages in quantity, damage or failure to comply with the description or for any claim that the goods are not in accordance with the contract will attach to the company unless claims to that effect are notified in writing by the buyer to the company (and in the case of claims for shortages or damage with a copy to the carrier if the company’s own vehicle have not been used to deliver the goods) within 5 days of delivery.
9.3. The Buyer shall afford the company an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the buyer shall fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the buyer shall be deemed to have accepted the goods.
9.4. No charge from the Buyer for inspecting the goods will be considered unless previously authorised in writing by the Company.
9.5. If the goods are not in accordance with the contract for any reason the Buyer’s solo remedy shall be limited to the Company making good any shortage by replacing such Goods or if the Company shall elect by refunding a proportionate part of the price.
9.6. Where the goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
10. RISK AND RETENTION OF TITLE
10.1. The risk in the goods shall be borne by the Buyer from the date of delivery as provided in these Conditions.
10.2. Ownership of the Goods shall remain with the Company and shall not pass to the Buyer until either
10.2.1. they are fully paid for, or
10.2.2. they are sold by the Buyer by way of bona fide sale to its customers, or
10.2.3. they are used by the buyer for the manufacture of or mixing with or incorporation within other goods.
10.3. Until ownership of the goods has passed to the buyer in accordance with cause 10.2 above, the buyer shall hold the goods and each of them on a fiduciary basis as bailee for the Company. The Buyer shall store the goods (at no cost to the Company) separately from all other goods in its possession and marked and in such a way that they are clearly identified as the Company’s property.
10.4. The Company should be entitled to recover the price plus VAT) notwithstanding that the ownership in any of the Goods has not passed from the Seller.
10.5. Until such time as the ownership of the goods passes from the Company, the Buyers shall upon request deliver up to the Company such of the goods as have not been used by the buyer for the manufacture of or mixing with or incorporation within other goods or resold. If the Buyer fails to do so the Company may enter upon any premises owned, occupied or controlled by the buyer where the goods are situated and reprocesses the goods. On receipt of such a request the buyer shall not re-sell or use the goods for the manufacture of or mixing with or incorporation within other goods.
10.6. The buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Company. Without prejudice to the other rights of the Company, if the buyer does so all sums whatever owing by the buyer to the Company shall forthwith become due and payable.
11. INTELLECTUAL PROPERTY
11.1. Where any design, drawing specification or pattern has been supplied by the Buyer (The Buyer’s Design) for manufacture of the Goods by or to the order of the Company then the Buyer warrants that the use of the Buyer’s Design for the manufacture, processing, assembly production or supply or the goods shall not infringe the rights of any third party. The Buyer shall keep the Company fully indemnified against all actions, claims proceedings costs and damage (including any damages or compensation paid by the Company on the advice of its legal Advisors to compromise or settle any claims) or legal costs or other expenses arising out of breach by the Company of any infringement of any patent copyright, design, trademark or intellectual property rights or any other rights of any person which results from the Company’s use of the buyer’s design.
12. BUYER’S TOOL’S
12.1. The Company will maintain the Buyer’s Tools in reasonable condition excepting fair wear and tear by reason of the use of the Buyer’s Tools while in the Company’s possession and on the Company’s premises.
12.2. The Buyer’s Tools shall be at the Buyer’s risk at all times and whether on the company’s premises or any premises occupied or controlled by the Company or any premises where the goods are produced and the Buyer shall insure the buyer’s tools for his own protection. The Company shall be under no obligation to effect insurance for the Buyer’s Tools.
12.3. The Buyer shall clearly mark the Buyer’s Tools so that each is clearly identified and identifiable as belonging to the Buyer.
12.4. The Company shall be entitled to retain possession of the Buyer’s Tool until the Buyer shall have paid the full price for the goods plus VAT and no other sums whatever are due from the Buyer to the Company.
13. FORCE MAJEURE
13.1. The Company shall not be liable for any failure or delay in performance or non-performance or other failure to meet an obligation to the Buyer which is caused by circumstance beyond the reasonable control of the Company including but not limited to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest, injunction Inability to obtain fuel or raw materials, breakdown of equipment, acts of government or other relevant authority or any cause beyond the Company‘s control preventing or interfering with the manufacture and/or supply and/or delivery of the goods to the Buyer.
14. PROPER LAW OF CONTRACT
14.1. The contract is subject to the law of England and Wales.
15.1. Words denoting the singular number shall include the plural and vice versa. Words denoting any gender including all genders and words denoting persons shall include firms and corporations and vice versa.
15.1.1. Unless the context otherwise requires reference to any clause sub – clause or schedule is to a clause or schedule (as the case may be) of or to this agreement.
15.1.2. The headings in this document are inserted for convenience only and shall not effect the construction or interpretation of this agreement.