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In these conditions, unless the context requires otherwise:
1.1 - "Buyer" means the person who buys or agrees to buy the goods from the Seller;
1.2 - "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller
1.3 - "Delivery Date" means the date specified by the Seller when the goods are to be Delivered
1.4 - "Goods" means the articles which the Buyer agrees to buy from the Seller;
1.5 - "Price" means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.6 - "Seller" means Barlow & Sons (Hermitage) Limited whose Registered Office is situated at 2 Chawley Park, Cumnor Hill, Oxford, OX2 9GG (Company Registration No: 00792136)
2.1 - In these Terms and Conditions words importing one gender include all other genders and words importing the singular include the plural and vice versa
2.2 - The clause, paragraph and any Schedule headings do not form part of these Terms and Conditions and shall not be taken into account in their construction or interpretation
3 Conditions applicable
3.1 - These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document
3.2 - All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
3.3 - Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
3.4 - Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
4 Price and payment
4.1 - The Price shall be the Seller's quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
4.2 - Payment of the Price and VAT shall be due and made upon the issue of the invoice and before delivery or collection of the Goods unless otherwise specifically agreed by the Seller in writing or unless the Seller has an subsisting arrangement to the contrary with the Buyer in writing and in each case time for payment shall be of the essence.
4.3 - Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above [Lloyds TSB] Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment
5 Risk and Title
(a) Notwithstanding delivery of the Goods and passing of risk in the Goods, the Goods shall remain the absolute property of the Seller until the Seller has received payment of all amounts invoiced and in due respect of:
(i) the Goods; and
(ii) all other sums which are or which become due to the Seller from the Buyer on any account
(b) If the Seller repossesses any Goods from the Buyer for which the Buyer has already paid in accordance with clause 5(a), the Seller shall be under no obligation to refund all or any part of the price so paid by the Buyer.
(c) The risk in the Goods shall be that of the Buyer from the moment that the Goods are delivered to the Buyer's premises or in accordance with the Buyer's instructions.
(d) Until ownership of the Goods has passed to the Buyer, the Buyer must:
(i) keep the Goods in such a way as to identify them clearly as belonging to the Seller and shall allow the Seller or its representative access to the Buyer's premises in order to ensure that the Goods are clearly identified as the property of the Seller
(ii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods
(iii) maintain the Goods in satisfactory condition, insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller and on request, the Buyer shall procure the policy of insurance to the Seller
(iv) Deliver up the Goods to the Seller at the Buyer's expense upon the request of the Seller
(e) The Buyer's right to possession of the Goods shall terminate immediately a payment shall become due or if the Buyer shall:
(i) have a Bankruptcy Order made against him or make some arrangement or composition with his creditors or otherwise takes the benefit of any act for the time being in force for the relief of insolvent debtors;
(ii) (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or have a Receiver and/or Manager, Administrator or Administrative Receiver appointed of its undertaking or any part thereof or pass a resolution or present a petition to any Court for the winding up of the Buyer or for the granting of an Administration Order in respect of the Buyer or any proceedings recommenced relating to the insolvency or possible insolvency of the Buyer;
(iii) suffer or allow any execution, whether legal or equitable, to be levied or his/its property or obtained against him/it
(iv) fail to observe/perform any of his or its obligations under these Conditions of Sale or any other contract between the Seller and the Buyer
(v) be unable to pay its debt within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer ceases to trade
(vi) (in the case of a Buyer trading at or immediately prior to the placing of the order for the Goods) the Buyer ceases to trade
(vii) encumber or in any way charges any of the Goods
(f) The Buyer grants the Seller, its agents and employees, an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Buyer's right to possession has terminated, to recover them.
6 The Goods
The quantity and description of the Goods shall be as set out in the Seller's quotation.
7 Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law
8 Delivery of the Goods
Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
9 Acceptance of the Goods
9.1 - The Buyer shall be deemed to have accepted the Goods [24 hours] after delivery to the Buyer.
9.2 - After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract
10 Remedies of Buyer
10.1 - 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 Seller to supply Goods which conform to the contract of sale
10.2 - Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
10.3 - The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
11 Credit Accounts
The Seller reserves the right to alter or terminate credit facilities at any time if:
(a) Any sum is owing and overdue by the Buyer to the Seller
(b) The Buyer is in breach of any term of contract
(c) The Buyer enters any composition or arrangement with its creditors or becomes bankrupt or insolvent
The Seller shall not be bound by an oral warranty or representation given or made on its behalf, unless confirmed in writing by a Director of the Seller
13 Force Majeure
The Seller shall not be liable for any loss, damage or expense suffered or incurred as a consequence of or arising out of and the Buyer shall not be entitled to terminate any contract by reason of or on account of war, act of God, civil commotion, riots, strikes, lockouts, fog, flood, act of Government or any other bad weather conditions.
14 Default by the Buyer
If the Buyer defaults in any of his obligations to the Seller or commits any breach of the terms of any contract entered into between the Seller and the Buyer, then the Seller shall have the right to terminate without notice any agreements, orders or obligations and invoice the Buyer for any work performed and expense incurred including loss of profit
If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly, or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such legality, invalidity, voidness, voidability unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and Conditions and the remainder of such provision shall continue in full force and effect
The Buyer agrees that the Seller shall be permitted to disclose details of and relating to any transaction to which these conditions apply to any group, company, subsidiary company or professional employed by the Seller or them and to the Sellers Financiers and any credit reference agency pursuant to their standard terms and conditions relating to the Data Protection Act 1998
17 Proper law of contract
The contract shall be governed by and construed in accordance with the laws of England and Wales.