Terms and Conditions when conducting business with Newman Business Solutions Ltd.
In these conditions:
“ORDER FORM” means the order form to which conditions are annexed.
“CUSTOMER” means the person/Organisation specified on the Order Form, Quotation or Proposal, as the person whose order for the Goods is accepted by the Company.
“GOODS” means the Goods specified on the Order, Quotation or Proposal..
“COMPANY” means Newman Business Solutions Ltd.
“CONDITIONS” means the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms and Conditions agreed in writing between the Customer and the Company.
“CONTRACT” means the Contract for the purchase and sale of the Goods.
“WRITING” includes email, fax, conventional letter and comparable means of communication.
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.
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with the provisions of the Order Form, Quotation or Proposal, subject to these Conditions, which shall govern the Contract to the exclusion of any other Terms and Conditions subject to which the Company’s quotation is accepted or purported to be accepted, or the Customer’s order is made or purported to be made or by any previous dealings between the Company and the Customer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by an authorised representative of the Company in writing.
In entering into Business with Newman Business Solutions Ltd, the customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by an authorised representative of the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or any other error or omission in the Order Form, Sales Literature, Quotation, Proposal, Price List, Acceptance of Offer, Invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until accepted in writing by an authorised representative of the Company.
3.2 The quantity and description of and any specification for the Goods shall be those set out in the Order Form.
3.3 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on Terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.1 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any alteration of duties or significant increase in the costs of labour, materials or others costs of manufacture), any Change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
4.2 The price is exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Company.
5.1 Subject to any special Terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongly fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
5.2 Title to the Goods shall remain vested in the Company and shall not pass to the Customer until the purchase price for the Goods has been paid in full and received by the Company. Until title to the Goods passes:
5.2.1 the Company shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
5.2.2 the Company and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which the Company reasonably believes them to be kept;
5.2.3 the Company shall store or mark the Goods in a manner reasonably satisfactory to the Company indicating that title to the Goods remains vested in the Company; and
5.2.4 the Customer shall insure the Goods to their full replacement value, and arrange for the Company to be noted on the policy of insurance as the loss payee.
5.3 The Customer shall pay the price of the Goods (less any discount) to which the Customer is entitled, but without any other deduction on delivery unless by prior agreement, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries to the Customer:
5.4.2 appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract between to Customer and the Company) as the Company may think fit (not withstanding any purported appropriation by the Customer);
5.4.3 withdraw any discount previously offered or agreed; and
5.4.4 charge the Customer interest (both before and after any judgment) on the amount unpaid (adding back into the price any discount previously offered or agreed) at the rate of four per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 The Company shall deliver the Goods to the Customer’s premises named on the Order Form, Quotation or Proposal.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Customer in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, may:
6.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage: or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage delivery and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company 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 Company to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer, the customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.5 The Customer shall not be entitled to pledge or in anyway charge by way of securing for any indebtedness any of the Goods which remain the property of the Company, but it the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
8.1 Subject to the Conditions set out below the Company warrants that the Goods will correspond with their specification (if any) shown on the Order Form at the time of delivery and will be free from defects in material and workmanship for a period of 90 days from the date of delivery.
8.2 The above warranty is given by the Company subject to the following Conditions:
8.2.1 the Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working Conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;
8.8.2 the Company shall be under no liability under the above warranty (or any other warranty, conditions or guarantee) it the total price for the Goods has not been paid by the due date for payment;
8.3 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 Terms Act 1977), all warranties, Conditions or other Terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 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 Customer are not affected by these Conditions.
8.5 Any claim by the Customer which 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 Customer) be notified to the Company within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 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 as stated in 8.1 is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
8.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express Terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, 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 Customer, except as expressly provided in these Conditions.
8.8 The Company shall not be liable to the Customer 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 Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
8.8.1 act of God, explosion, flood, tempest, fire or accident:
8.8.2 war or threat of war. sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
9.1 This clause applies if:
the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.1.2 an encumberancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
9.1.3 the Customer ceases, or threatens to cease, to carry on business; or
9.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed 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 Company of any breach of the Contract by the Customer shall be considered as a waiver 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 provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.