Ordering Terms and Conditions
D.W.HOLLEY (THE ‘COMPANY’)
TERMS AND CONDITIONS OF SALE
All orders are accepted subject to the terms and conditions as set out below.
These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the Purchaser whether in negotiation or at any stage in the dealings between the parties with reference to the products with which this contrast is concerned. Without prejudice to the generality of the foregoing, the Company will not be bound by any standard or printed terms tendered by the Purchaser, unless the Purchaser specifically states in writing, desperately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing.
Neither the Company nor the Purchaser shall be bound by any variation, addition to, or amendment of these terms unless such is agreed in writing by the parties and signed on their behalf by a duly authorised person.
Any description given or applied to these products has been given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt the Purchaser hereby affirms that no reliance was placed on any description when entering into the contract.
No liability of any nature shall be incurred or accepted by the Company in respect of any representation made by the Company or in respect of any expressed term of this contrast, or on its behalf of the Purchaser, prior to the making of this contract where such representations were made or given in relation to the correspondence of the products with any description, or the quality of the product, or the fitness of the product for any purposes whatsoever.
Each provision of this clause is to be construed as a separate limitation applying and surviving even of for any reason one or other of the foregoing provisions is held inapplicable or unreasonable in any circumstances, and shall remain in force notwithstanding termination of this contract.
6. Acknowledgement of Examination
The Purchaser hereby acknowledges and accepts that it has satisfied itself as to the condition of the products and acknowledges that no condition or warranty has been given or is given by the Company as to their quality or fitness for any purpose and that all conditions or warranties whether expressed or implied, whether by statute or otherwise, are expressively excluded and delivery of the products to the Purchaser shall be conclusive evidence that the Purchaser has examined them and found them to be in complete accordance with the contract description, in good order and condition, of satisfactory quality and fit for the purpose for which they may be required.
All prices shown are strictly net and are subject to change without notification. Every effort will be made to maintain prices but variations in costs may necessitate immediate price changes and all orders are accepted on this basis. Without prejudice to the generality of the foregoing, any change in the applicable rate of VAT or of any other Government tax or levy shall be to the Purchaser’s account.
Products subject to VAT are at a rate of 20% unless otherwise stated (subject to Government changes) are so marked in the VAT column of the Company’s invoice and price list. All other products are subject to zero rates and indicated accordingly.
Any dates given are approximate and late delivery will not be an acceptable reason for refusing products unless the Company is informed in writing before the products are dispatched. All products must be checked upon receipt and any shortages must be marked on the delivery note at the time of the delivery and a claim in respect of any such shortages made in writing within three days of receipt of the consignment.
Payment for products supplied is due on delivery unless a credit account has been agreed. Where credit facilities exist payment is due at the end of the month following the month of delivery.
If payment of the price or any part thereof is not made by the due date the Company shall be entitled to:
10.1 Charge interest on the outstanding amount at a rate of 4% per annum above the Lloyds TSB plc base rate from the date payment becomes due until the payment is received together with the costs and disbursements incurred in the recovery of any overdue amounts.
10.2 Require payment in advance of delivery in relation to any products not previously delivered.
10.3 Refuse to make delivery of any undelivered products whether ordered under the contract or not and without incurring any liability whatsoever to the Company for non-delivery or any delay in delivery.
Demand payment of all outstanding sums whether or not overdue for payment should an account not be settled by the due date for payment.
10.5 Terminate the contract.
10.6 Charge the customer £25.00 for all represented or unpaid cheques.
The risk in the products will pass to the Purchaser upon delivery.
Until payment in full to the Company for the products, the products shall remain the property of the Company. The Purchaser shall keep the products in such a manner that they shall be identifiable by the Company. The Purchaser may sell the products in the normal course of its business but in a fiduciary capacity as bailee of the products shall hold and pursue all claims for the proceeds of their sale equal to the price of the products for and on behalf of the Company. In the event of non-payment by the Purchaser by the due date, the Company shall be entitled in addition to all other rights to enter any premises where the products may be held and recover possession of them.
13 New Accounts
Under the Data Protection Act 1998 the Company reserves the right to consult whomsoever it considers appropriate for the purpose of the trade references. It will record information in respect of such opinions which may be made available to other businesses for the continued assessment of credit risks. Two satisfactory trade and one bank reference must be given with the new account form. The Company reserves the right to insist on advance payment in part or full for the first or subsequent orders.
The Company does not offer goods on ‘sale or return’ basis and no employee of the Company is authorised to accept orders on such a basis unless expressly agreed in writing. It is therefore the responsibility of the Purchaser to sell the products prior to the expiry of any “best before end” date. The Company’s stockholding and distribution systems are designed to ensure stock is delivered in date rotation order. No products are to be returned to the Company without the prior agreement in writing of the Company. Unless such agreement is obtained no credit can be issued. Where items have incorrectly ordered by the customer, credit cannot be considered unless the goods are returned in their original packaging. Credit cannot be given for products that are or apparently have been ‘price marked’.
Account Application Terms and Conditions
In requesting a credit account, the applicant agrees to give D W Holley the right to consult whomsoever it considers appropriate for the purpose of establishing trade references and to assess continuing credit risk.
D W Holley reserves the right to suspend or terminate trading with the customer on these terms and conditions if in its opinion there is a deterioration in the customer's creditworthiness.
D W Holley reserves the right in its absolute discretion at any time to insist upon payment by way of cleared funds, security for payment before providing goods, or to insist on 'cash on delivery' notwithstanding any subsisting agreement to provide credit to the customer.