Terms of Supply
Louis France Ltd
Safety, Janitorial and Industrial Supplies
Unit 4, Prospect Street Works, Prospect Street, Huddersfield HD1 2NU
Tel: 01484 429337 | Fax: 01484 514001 | email: email@example.com
These terms and conditions form the entire basis of the agreement between the parties. No other terms and conditions can be incorporated into this agreement except on the signature of a duly authorised officer of Louis France Ltd.
- Sale of Goods Act 1979.
The provisions of the Sale of Goods Act 1979 insofar as they relate to terms implied into this contract as to correspondence with description, merchantable quality, reasonable fitness for purpose, and the duty in relation to samples are herewith altogether excluded. It is understood that this clause also applies in relation to any enactment which replaces the above Act with provisions, and that this clause also applies where the contract between us is not a contract of sale but is governed by a statute with like terms ot those contained in the foregoing Act or any successor thereto.
Should the foregoing clause be held by any court of competent jurisdiction, or any arbitrator, to be unreasonable within the meaning of the Unfair Contract Terms Act 1977, if any successor of like content thereto, then we are prepared to accept liability in a sum which does not exceed the invoice value of this contract.
We reserve to ourselves the absolute right to deliver the goods in one consignment or in installments. It is further agreed that we shall only deliver such goods to the place first agreed between us, but that we may, in our discretion, agree to deliver the goods to such other place as you may require if you first agree to deliver the goods to such other place as you may require if you first agree to bear in full all costs and expenses reasonably incurred by us in making such change.
- Time of Delivery
Any delivery date agreed by us is an estimate only. Though we shall do our best to meet such date, we accept no liability at all if, for whatever reason whatsoever, we fail to meet that date., and regardless also of any loss, damage or inconvenience which this may cause.
The goods are at your sole risk from the moment when we appropriate them unconditionally to the contract, whether or not with your consent. For the avoidance of doubt, risk will still be deemed to pass under the foregoing provision even if the goods, subsequent to such appropriation, are carried to you by carriers employed by, or under contract to ourselves.
Without prejudice to the provision of clauses 2 and 6 above, we are not prepared to receive any claims of whatsoever nature relating to damaged goods, shortfalls or excesses in delivery, or non-delivery, unless we are notified in writing within 3 working days of your receipt of the goods, or within 3 working days of the time when the goods should have been delivered to you. If such notification is not made, then it will be conclusively presumed that the correct quantity of goods have arrived in undamaged condition.
Where we have been notified in accordance with the provisions of clause 7 that there is an excess or shortfall in the quantity delivered, the following will apply. It is however to be understood that excesses or shortfalls which in our view are properly to be described as minimal will be regarded as deliveries of the correct amount.
A) Where an excess has been delivered, we may in our discretion offer those to you at a rate not in excess of the rate charged to you under the contract for the goods ordered. If such an offer is made, you will be deemed to have accepted it if no notification to the contrary in writing is received by us within 3 working days of our offer having been made.
B) Where an excess is delivered and no offer as referred to in A) above is made, or is made but is not accepted by you, then we shall take back the excess goods provided that they are in the same condition as they were when we unconditionally appropriated them to the contract with you. The return of the goods shall be at our expense though it is your duty, if requested by us, to be responsible for arranging the safe and secure return of the goods to us. The risk which passed to you in accordance with the clause 6 above remains to be returned to us in accordance with the foregoing provisions.
C) Where a shortfall arises, we may in our discretion offer you the choice of accepting that shortfall in full satisfaction of the contract, subject to an abatement in price at the contract rate. If such an offer is made and is not rejected within 3 working days of our offer having been made, you will be deemed to have accepted it. If you reject the offer, or if no such offer is made, then we shall supply you with the relevant quantity of goods. Under no circumstances, however, may you reject the goods first delivered, however great the shortfall may be. Where we do make good the shortfall, then the provisions of clauses 5, 6 and 7 are applicable to the delivery of the shortfall.
- Invoice Charges
The minimum invoice charge is £20.00, any value added tax or other impost or duty being disregarded, or such other sums as we may indicate from time to time. Payment is due and payable nett 30 days from the date of the invoice and time of payment is of the essence of this contract. Without prejudice to our rights in the event of you failing to make payment in due time, we shall impose a charge of 2% above the base rate charged by RBS plc on all sums overdue until payment is properly made.
- Surplus Goods
Where we agree at our absolute discretion to receive back from you any goods which are surplus, for whatever reason, to your requirements, that is to be construed as a goodwill gesture on our part which applies only in relation to the instant case, and in no way commits us in any other case to receiving back other contract goods. Furthermore it is agreed between us that where we do agree to receive goods back, this will be at your expense and subject to the stipulation that the goods are at your risk until such time as they have been received back by us.
The contract goods remain our sole property until such time as all monies owing under this or any other contract between the parties have been paid in full. Further to this provision, you shall, if we so request, separately mark and identify the goods, or retain any marks or identification on the goods as received by you, or in any other reasonable way take steps to ensure that the goods are clearly the goods supplied under the contract. To agree that until such full payment is aforesaid, you hold the goods as bailee on our behalf. Furthermore, you agree that if the goods are sold or otherwise disposed of by you in the ordinary course of business, then you will advise of this fact and will, if requested by ourselves, pay such monies as you receive directly to us or into such bank account as we may direct.
You further agree that if the contract goods are in any way whatsoever incorporated in, or become part of, any other goods, then those other goods will become our property until payment has been made in full as aforesaid and it will be your duty to register any charge which might be thereby created in accordance with the relevant provisions of the Companies Act 1985 or any successor thereto of like content. The foregoing provisions of this clause will apply equally to such other goods.
- Defects in Goods
It is of the essence of this agreement that you will report to us with all due speed any advice or information you receive, or of which in all the circumstances you ought reasonably to be aware, as to any defects in the contract goods, whether or not they have left your hands and whether or not we are in any way liable for those defects. Should any failure to comply with the provision result in our being held liable in damages or for any penalties of any kind, or incurring costs in making any reasonable settlement of any claim or action, then you will be fully liable to indemnify is in relation thereto.
Without prejudice to the provisions of clause 12, you will whenever so requested by us, cease the use of, or distribution of, any of the contract goods and notify all such users as it is possible for you to notify that they are to cease from using or distributing the particular goods.
- Advice and Assistance
It is agreed that notwithstanding any advice or assistance which may have been provided to you by us at any time, whether before or after the making of this agreement, you did not rely on nor make use in any way, of such advice or assistance in entering into the contract or in your subsequent use or disposition of the goods, and that you determined for yourself the accuracy, use or validity of any such advice or assistance.
You will not in any way represent to any party that you are acting as agent for ourselves. Furthermore, you will not in any way mark, brand or advertise the goods, except with our express written permission, in any way which indicated that the goods are produced or manufactured by ourselves.
- Instructions and Warnings
Following receipt by yourselves of the contract goods, it is of the essence of this agreement that you will do nothing which in any way might prejudicially affect the safe use of the product. Without prejudice to the generality of the foregoing, you will in particular ensure that all instructions supplied by us with the goods are likewise supplied by you with the goods, and that any warnings, advice, hazard symbols, safety precautions or anything of like character which is marked on or attached to the goods will remain so marked and attached and be such that it is plainly visible and legible to the user.
This contract is personal to you and cannot be assigned except on written consent given by ourselves.
Where performance of this contract by ourselves is in any way affected, impeded, delayed or prevented by any circumstances which could have been reasonably foreseen by ourselves (all of which matters are to be determined by ourselves), we shall, without any liability on our part, have the right to suspend or terminate the contract. Where we elect to suspend the contract, we shall have the right without liability on our part subsequently to terminate the contract where, in our opinion the suspension has lasted or appears likely to last for more than a reasonable time.
Any waiver by us of any breach of any term of this contract is a waiver only for the occasion on which it is given, and in no way affects the binding nature of that term.
Where any item of this contract is valid only if it is reasonable, the parties hereby agree that such term is reasonable.
If you become insolvent, or being a company, make an arrangement with your creditors or have a receiver (our administrative receiver) appointed, or commence to be wound up (other than for bona fide purposes of amalgamation or reconstruction) we may without prejudice to our other rights, terminate the contract without any liability on our part by notice in writing to you.
This contract is subject to the laws of England, whose courts shall have the exclusive jurisdiction to hear and determine any disputes arising therefrom. However, without prejudice to the foregoing, any such dispute may be referred to arbitration if both parties agree to this.