1 In these conditions the following expressions shall have the following meanings, namely:
the Company means Christopher Simpson and its duly authorised servants and agents.
the Customer means the person, firm or Company described as the Customer on the Web Web order form.
the Order means the Order placed by the Customer of the Goods.
the Contract shall mean the Contract between the Company and the Customer or the supply of the Goods as specified in the Order and as evidenced by this document.
the Goods means the Goods to be supplied by the Company to the Customer under the Contract and as specified in the Order
the Price means the Price (exclusive of Value Added Tax) to be paid by the Customer for the Goods in terms of the Order and as set out on the Web order form.
The Director shall mean (in the event of the Customer being a limited Company) any Director of the Customer who shall have signed the Order and shall thereby have bound the Customer to this Contract and shall also have accepted personal liability pursuant to the provisions of clause 7 (e) of these Terms and Conditions.
The Order is place3d and accepted and the Goods are sold subject to the terms and conditions herein contained which shall prevail to the exclusion of all terms and conditions put forward by the Customer, which shall be of no Contractual effect whatsoever. Any amendments or variations to the terms and condition herein contained shall only have effect to the extent expressly agreed in writing by the Company’s authorised representative.
3 Retention of Title
The Company shall remain the legal owner of the Goods, and title shall remain vested in the Company until the Company shall have received in clear funds full payment of the Price and all other monies payable by the Customer to the Company pursuant to this Contract. Until payment has been received by the Company in full in respect of the Price and all other monies due under this Contract the Company may at any time require the Goods (or at the discretion of the Company any of the Goods) to be returned to it forthwith and if this requirement is not immediately complied with the Company shall have the right (without prior notice) at any time to retake possession of the whole or any part of the Goods and for that purpose the Customer hereby authorises the Company to enter upon any premises upon which the Goods are situated and sever the Goods from anything to which they are attached and remove the Goods without being responsible for any damage caused and any such action on the part of the Company shall be without prejudice to any other remedies of the Company.
4 Transfer of Risk and Insurance
The risk in the Goods shall pass to the Customer as follows: Where the Goods are delivered by the Company to the Customer, risk in the Goods will pass to the Customer upon delivery. Where delivery is effected by the Customer collection the Goods the risk will pass to the Customer when the Goods are collected by the Customer or when they have been loaded on the transport of the Customer or his carrier whichever shall be the earlier or, if the Customer shall fail to collect the Goods within a period of fourteen days after written notice shall have been posted by the first class prepaid mail to the Customer the Goods are ready for delivery and collection risk will pass to the Customer at the expiry of such period. The Customer is advised to arrange adequate insurance cover in respect of its liabilities hereafter.
All reasonable efforts will be made by the Company to perform this Contract but the Company shall not be under any liability if it is prevented (directly or indirectly) from making delivery of the Goods or performing or completing any of its obligations under this Contract for any of the following reasons: Loss or delay resulting from strikes, lockouts or any other industrial dispute or interruption. Damage or destruction of the Goods by fire, flood damp or heat or other causes beyond the control of the Company. Any other causes whatsoever (whether or not to the nature of those specified above) which are outside the control of the Company. The Company shall not in any event be under liability in respect of indirect or consequential loss and any liability for any such loss is expressly excluded from this Contract.
6 Warranties and Representations
On collection of the Goods or on arrival of the Goods at the Customers premises, whichever shall be the earliest, the Customer shall inspect the Goods and shall notify the Company of any defect or shortages therein within seven days of such collection of the Goods or arrival of the Goods at the Customers premises, whereupon the Company shall rectify such defects or shortages at no charge to the Customer. If no such notice is given to the Company within the seven days (In respect of which time deemed to be of the essence) the Customer shall be deemed to have accepted the Goods and no claim shall be accepted by the Company thereafter in respect of defects or shortages or in respect of any other matter. In no event shall the Company be under any liability to the Customer howsoever arising in respect of any defect or claim which is due in whole or in part to mistreatment of the Goods or failure to follow recommended cleaning or washing procedures or due to any negligence on the part of the Customer or any Customer of the Customer.
7 Payment and Terms
The Price quoted in the Order is exclusive of Value Added Tax and the Customer shall pay to the Company any Value Added Tax which may be due on any of the Goods. Payment of the Price is due thirty days after the Customer shall have received or collected the Goods (whichever shall be earlier) or (if later) thirty days after the Company shall have delivered or posted to the Customer by pre-paid first class mail the invoice in respect of the Goods. If payment of the Price shall not be received by the Company in full by the due date the Customer shall pay (in addition to the Price) interest at the rate of 6% per annum above the base rate of Barclays Bank Plc. On any part of the Price that shall remain outstanding calculated from the date when such payment ought to have been made until the date when the Company receives such payment. The Customer shall not be entitled to exercise any right of set off in respect of any monies due from the Customer to the Company. In the event that the Customer shall be a limited Company then payment of the Price is hereby guaranteed by the Director who shall signify his personal guarantee by his signature to the Order. In such event the following term is deemed to be incorporated in this Contract: In consideration of the Company agreeing to supply to the Customer the Goods in accordance with the terms of the Order at the request of the Director the Director hereby guarantees to the Company payment of the Price and all monies due and payable to the Company by the Customer pursuant to the terms of the Order. This guarantee is not a continuing guarantee or security and shall only apply to payments due from the Customer to the Company in respect of the Goods to be supplied under this Contract. However, the liability of the Director under this guarantee shall not be terminated or affected by his death or by the Company giving time or any other indulgence to the Customer. (f) If More than one Director of the Customer shall have signed the Order the provisions of sub-clause (e) of this clause shall apply to each such Director and their liabilities to the Company shall be joint and several. In the event that the Customer is a partnership the signature of a partner or authorised representative of the Customer (or any person with ostensible authority or who is held out to be an authorised representative) to the Order shall bind all the partners of the Customer and the liability of all such partners to the Company under this Contract shall be joint and several.
8 Governing Law
The Terns and Conditions herein contained shall be governed and construed in accordance with English Law and the Customer agrees to submit to the jurisdiction of the English Courts.