Conditions of sale
1.1. Buyer means the person or firm named overleaf 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 VAT
1.6. Seller means East Brothers (Timber) Ltd.
2. Conditions applicable
2.1. 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.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. 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.
3. The Price and payment
3.1. The Price shall be the price set out overleaf. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2. Payment of the Price and VAT shall be due by the end of the calendar month following the date of the invoice. Time for payment shall be of the essence.
3.3. 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 8% above Lloyds TSB Bank
plc’s base rate for lending from time to time in force and shall accrue at such a rate after as well as before any judgement.
4.1. The quantity and description of the Goods shall be as set out in the Seller’s quotation.
5. Warranties and liability
5.1. The Seller warrants that the Goods 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) and except as set out in clause 7.3. all other warranties, conditions or terms relating to fitness for purpose,
merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
6. Delivery of the Goods
6.1. Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods
whenever they are tendered for delivery.
6.2. If the Buyer does not take delivery of the goods on the Delivery Date or arrange for storage the Seller shall be entitled to arrange storage either at its own works or
elsewhere on the Buyer’s behalf and all charges for storage, for insurance or for demurrage shall be payable by the Buyer.
7. Acceptance of the Goods
7.1. The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
7.2. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
7.3. The Seller will make good by repair or the supply of a replacement, defects which, under proper use, appear in the Goods within a period of one calendar month after
the Goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by the Buyer or materials supplied by the Buyer) or
workmanship; provided always that any defective Goods have been returned to the Seller if the Seller shall have so required.
8. Title and risk
8.1. The Goods shall be at the Buyer’s risk as from Delivery.
8.2. In spite of Delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1. the Buyer shall have paid the Price plus VAT in full; and
8.2.2. no other sums whatever shall be due from the Buyer to the Seller.
8.3. Until property in the Goods passes to the Buyer in accordance with clause 8.2. the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for
the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly
identified as the Seller’s property.
8.4. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business
at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and
the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the
Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified
as the Seller’s money.
8.5. The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.6. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or
resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and
repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4. shall cease.
8.7. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to
the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8. The Buyer shall insure and keep insured the Goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the Goods
passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the
Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.9. The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended without
prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. Remedies of Buyer
9.1. 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.
9.2. 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.
9.3. The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
9.4. The Seller shall not be liable for any loss of profit or consequential loss arising to the Buyer as a result of a rejection of the Goods or the late or short delivery of the
Goods or any defect in the Goods
10. Proper law of contract
10.1. This contract is subject to the law of England and Wales.
10.2. If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it
shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within twenty one days of the service upon
one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.