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Terms and Conditions of Business and Sale
1 Definition 1.1 "Company" means RedKite (Manufacturing) Ltd. 1.2 "Buyer" means the person who buys or agrees to buy the goods from the seller. 1.3 "Conditions" means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the managing directors of the Company. 1.4 "Collection Date" means the date specified by the Company. 1.5 "Delivery Date" means the date specified by the Company. 1.6 "Goods" means the articles which the Buyer agrees to buy from the Company. 1.7 "Price" means the price for the goods excluding carriage, packing, insurance and V.A.T. 1.8 the headings to the clauses shall not effect the construction of these conditions. 1.9 the use of the pulral shall include the singular and the use of the singular shall include the plural. 1.10 references to the masculine, feminine or neuter genders shall include each and every gender.
2 Conditions applicable 2.1 These conditions shall apply to all contracts for sale of goods by the company to the buyer to the exclusion of all other terms and conditions which the buyer may purport to apply under any purchase order or similar document. 2.2 All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions. 2.3 Acceptance of delivery or collection of goods shall be deemed conclusive evidence of the buyers acceptance of these conditions. 2.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the managing directors of the company.
3 The price and payment 3.1 Any price quoted by the company is based upon current price ruling as at the date of the quotation, but the actual price to be charged to the buyer shall be based upon such ruling price current as at the date of the invoice. The company shall be entitled at any time up to the date of the invoice to vary the price quoted to the buyer. 3.2 The price shall be the price set out on the invoice. The price is exclusive of V.A.T. which shall be due at the rate ruling on the date of the companys invoice. The price is also exclusive of any additional costs arising through no fault of the company. 3.3 Payment of the price and V.A.T. arising and any additional costs arising through no fault of the company shall be due in 30 days of the date of the invoice if the buyer has an approved credit account with the company. If not the payment is due immediately on collection or delivery. Time for payment is of the essence.
4 Goods 4.1 The description of the goods shall be set out in the companys quotation or order sheet. 4.2 Dimensions and measurments of the goods the buyer wishes to order from the company shall only be accepted in writing and shall be assumed to be correct and at the risk of the buyer. Any additions or alterations in the original order by the buyer shall be invalid unless agreed in writing by the managing directors of the company. 4.3 Dimensions and measurements given shall be assumed to be the actual sizes of the goods and shall be this size upon collection or delivery, with a tollerance of no more than 1mm on glass and 3mm on windows. 4.4 In all cases dimensions are assumed to be "width x height".
5 Warranties and liability 5.1 Subject to clause 4 the company warrants that the goods will at the time of collection or delivery correspond to the description given by the company. Except where the buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Sect 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods and whether implied by common law or otherwise are excluded. 5.2 Goods bought from the company by the buyer shall be serviced, maintained, installed or stored properly and in accordance with the companys rules and shall not have been fitted with any parts, components, accessories or materials other than those manufactured or recommended by the company. The companys rules are assumed to be carried out by the buyer. 5.3 The warranty on goods is subject to the companys rules and only applies to goods paid for (including V.A.T.) in full. 5.4 The companys invoice acts as the guarantee for the goods as from the invoice date, and only when paid for in full (including V.A.T.)
6 Collection and delivery 6.1 The buyer shall collect the goods from the companys premises. Where it is agreed that the company shall deliver or procure delivery of the goods, when ready, it shall do so at the risk of the buyer to such address within the companys delivery radius as the buyer may specify or, if no such address is specified to any address of the buyer to which correspondance and goods may previous have been sent with regards to the buyer. The manner of delivery shall be such as the company in its sole discretion shall deem appropriate. 6.2 If the company is unable to effect delivery on arrival at the buyers premises for any reason whatsoever, an additional charge for any return or subsiquent visit will be made.
7 Acceptance of the goods 7.1 The buyer is under duty wherever possible to examine the goods on delivery or on collection. 7.2 Where the goods cannot be examined the carriers note or other such note shall be marked "not examined" by the buyer at the time of delivery or collection. 7.3 The buyer shall be deemed to have accepted the goods 24 hours after delivery or collection. 7.4 After acceptance the buyer shall not be entitled to reject goods.
8 Title and risk 8.1 The goods shall be at the buyers risk as from delivery or collection date, or from proposed collection date. 8.2 In spite of collection or delivery having been made property in the
goods shall not pass from the company until: 8.3 Until property in the goods passes to the buyer in accordance with clause 8.2 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 other goods in its possession and clearly marked and identified as the companys property. 8.4 Not withstanding that the goods (or any of them) remain the property of the company the buyer may sell or use the goods in ordinary course of the buyers business at full market value for the account of the company. Any such sale or dealing shall be a sale or use of the companys property by the buyers own behalf and the buyer shall deal as principle when making such sales or dealings. Until property of the goods passes from the company the entire proceeds of sale or otherwise of the goods shall be held in trust for the company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all times identified as the companys money. 8.5 The company shall be entitled to recover the price (plus V.A.T.) not withstanding that property in any of the goods has not passed from the company. 8.6 Until such time as property in the goods passes from the company the buyer shall upon request deliver up to the company such of the goods as have not ceased to exist or been resold, if the buyer fails to do so the company may enter upon any premises occupied or controlled by the buyer where the goods are situated and repossess the goods. On the making of such request the rights of the buyer under clause 8.4 shall now cease. 8.7 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. 8.8 The buyer shall insure and keep insured the goods to the full price against "all risks" to the reasonable satisfaction of the company until the date that property in the goods passes from the company, and shall whenever requested by the company produce a copy of the insurance policy. Without prejudice to the other rights of the company, if the buyer fails to do so all sums owing by the buyer to the company shall forthwith become due and payable immediately. 8.9 The buyer shall promptly deliver the prescribed particulars of this contract to the registrar in accordance with the Companies' Act 1985 Part XII as amended. Without prejudice to the other rights of the company, if the buyer fails to do so all sums owing by the buyer to the company shall forthwith become due and payable immediately.
9 Remedies of buyer 9.1 Where the buyer rejects any goods then the buyer shall have no further rights whatever in respect of the supply to the buyer of such goods or the failure by the company to supply goods which conform to the contract of sale. 9.2 Where the buyer accepts or has been deemed to have accepted any goods then the company shall have no liability whatever to the buyer in respect of those goods. 9.3 The company shall not be liable to the buyer for late supply of the goods. 9.4 The company shall be under no liability whatever to the buyer for any indirect loss and / or expense (including loss of profit) suffered by the buyer arising out of breach by the company of this contract. 9.5 The buyer is responsible to comply to all safety regulations for the instalation of goods from the company. The company is not liable to a breach of regulations of goods from the buyer. Details of such regulations are available from the company upon request.
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