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In these conditions the 'Seller' means Trimplex Ltd or Trimplex Safety Tread Ltd, the 'Buyer' means the person to whom the goods are being invoiced and the 'Goods' as described on the face of the invoice.
a. The Contract shall only be concluded when the Seller despatches an Acknowledgment of Order to the Buyer. Any quotation given to the Buyer (in whatever form), is given subject to these Conditions.
b. These Conditions (together with the express conditions set out on the face of the invoice), are the only conditions upon which the Seller is prepared to deal with the Buyer and they shall govern the Contract to the entire exclusion of any other implied or expressed conditions.
c. The Conditions embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications.
The Seller reserves the right, by written notice served at any time before despatch, to vary the Price of the Goods to take account of any increases in the cost of raw materials, manufacture, packing, transport or wages.
a. Unless the Seller otherwise agrees, payment is due in full within 30 days of the date of the invoice, or according to the terms stated on the face of the invoice in respect of the contract.
b. All payments shall be made in accordance with the terms set out herein and in the event of non compliance therewith, the Company reserves the right to make an additional charge which shall not exceed 3% above Lloyds TSB Bank plc's base rate on any sums outstanding from time to time and which shall be notified to the customers.
c. If payment is not made in accordance with these terms, or if at any time the credit standing of the Buyer has (in the opinion of the Seller) been impaired, the Seller may refuse delivery of any Goods required under the Contract (or any contract between the Seller and the Buyer) until arrangements as to payment or credit have been established which are reasonably satisfactory to the Seller.
a. Unless the Seller otherwise agrees, delivery shall be made to the Buyer's works.
b. Stated delivery times are business estimates only and the Seller shall not be liable for any loss or damage suffered by the Buyer by reason of any failure to comply therewith.
c. Overseas quotations are based on an ex works basis. The Buyers nominated shippers will be notified when the Goods are ready for collection.
a. The Goods shall be at the Buyer's risk from the time of delivery or when they are collected by the Buyer, or the Buyer's agent, from our warehouse, or placed at the Buyer's disposal.
b. Notwithstanding delivery, the Goods sold hereunder remain the absolute property of the Seller until payment of all amounts invoiced by the Seller to the Buyer in respect of the Goods has been made.
c. The intending Buyer acknowledges that until such time as payment has been made it is in possession of Goods solely as a bailee for the Seller and shall store the Goods separately from its own Goods and in such a fashion as to be readily identifiable by the Seller.
d. In the circumstances where the Goods are delivered to an address specified by the Buyer, the Seller shall be entitled at any time until resale of the Goods immediately after giving notice of its intention to do so, enter upon the premises of the Buyer with such transport as may be necessary, and repossess any Goods or products to which it has title hereunder.
e. Nothing in this Clause shall confer any right on the Buyer to return the Goods sold hereunder, or to refuse or delay payment thereof, unless otherwise agreed.
The description of the Goods is solely that which is set out on the face of the invoice.
a. The Seller warrants that the Goods shall at the time of delivery (or transfer to the Buyer or the Buyer's agent) correspond to the published specifications of the Seller when used for purposes for which goods of that type are ordinarily used. In the absence of any published specifications applicable to the Goods, the Seller warrants that the Goods shall at the time of delivery be of normal industrial quality. If any of the Goods do not conform to that warranty, the Seller will, subject to paragraph (b) (below) at its option (i) replace the Goods found not to confirm to the warranty; (ii) bring the Goods into conformity with the published specifications of the Seller or (as the case may be) normal industrial quality or; (iii) take back the Goods found not to conform to the warranty and refund the total of the purchase price, or replace such items with Goods that do conform to the warranty.
b. The liability of the Seller under the foregoing paragraph (a) is conditional upon: (i) the Buyer complying with the provisions of Clause 10 if applicable; (ii) the Buyer giving written notice to the Seller of the alleged defect in the Goods, such notice to be received by the Seller within 14 days of when the Buyer discovers or ought to have discovered the alleged defect and, in any event, within six months of the delivery of the Goods; (iii) the Buyer affording the Seller a reasonable opportunity to inspect the Goods and; (iv) the Buyer making no further use of the Goods that are alleged to be defective after the time at which the Buyer discovers or ought to have discovered the alleged defect; (v) the Buyer storing the Goods in such a manner as to prevent their deterioration.
c. Save as provided in paragraph (a) above; (i) all conditions and warranties, express or implied (whether by status, common law or otherwise) as to the condition, merchantability or fitness for any purpose of the Goods are hereby expressly excluded; and (ii) the Seller shall be under no liability for any loss or damage howsoever arising which may be suffered by the Buyer by reason of any defect in or failure to perform on the part of the Goods.
d. Whilst the Seller will use his best endeavours to give instruction, recommendations and advice to the Buyer in respect of storage, application or use of the Goods, it shall be understood that it shall be the responsibility of the buyer to satisfy himself that the intended application of the Goods is suitable in the particular circumstances of the process, production or storage method used in the utilisation of the Goods.
a. If the quantity of Goods delivered is less than the Contract quantity, the Buyer shall be entitled only, at its option to; (i) a further delivery of Goods to make up the deficiency; or (ii) a reduction in the purchase price at the contract rate, provided that, if the Buyer does not comply with Clause 10, it shall be bound to pay the full purchase price without any additional delivery of Goods.
b. If the quantity of Goods delivered exceeds the contract quantity, provided that, the Buyer does not comply with Clause 10, it shall be bound to retain the excess and pay for it all at the contract rate.
a. The provision of paragraph (b) shall apply where the Buyer alleges that; (i) the Goods do not comply with their description or with the warranty in Clause 8(a) and the non-compliance is one which should have been apparent on a reasonable visual inspection of Goods' or (ii) the quantity of Goods delivered does not correspond with the contract quantity.
b. The Buyer shall have no claim upon any of the grounds mentioned in paragraph (a) above unless; (i) the receipt for the Goods is qualified by reference of the alleged deficiency; and (ii) a claim is made upon the Seller within 48 hours of delivery and is confirmed in writing by letter received by the Seller within five days of delivery.
c. The Buyer shall be bound to pay for any Goods, notwithstanding any alleged non-delivery of the Goods, unless it gives written notice hereof which is received by the Seller within 21 days of the date of the invoice in respect of those Goods.
d. The Buyer shall be bound to pay for any delivery charges in respect of the aforementioned, unless non-delivery of the Goods has been proven.
In no circumstances shall any of the Goods be returned to the Seller without the Seller's prior consent. Any shipping costs incurred will be borne by the Buyer unless prior written agreement is obtained from the Seller.
The Buyer shall ensure that; (i) The Goods as specified are safe and appropriate for the intended use; (ii) The Goods are handled in a safe manner, and (iii) any waste originating from the Goods is disposed of in accordance with the relevant regulations.
a. The Seller warrants only that the delivery and use of the Goods will not infringe any patent, registered design, copyright, trademark or right of confidentiality in each case subsisting at the date of the Contract in the United Kingdom or in any other territory specified in the Contract as a territory in which the Goods are to be used and the Seller will indemnify for any such infringement provided always that; (i) this indemnity shall not apply to any infringement which is due to the Seller having followed an instruction furnished or given by the Buyer or to the use of Goods in a manner or for a purpose or in a foreign country not specified or disclosed to the seller; and (ii) this indemnity is conditional on the Buyer giving to the Seller the earliest possible written notice of any claim being made or action threatened or brought against the Buyer permitting the seller at the latter's expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
b. The Buyer warrants that any instructions furnished or given by the Buyer shall not be such as will cause the Seller to infringe any patent, registered design, copyright, trademark or rights of confidentiality in execution of the Buyer's order and the Buyer will indemnify the Seller against any damages and costs awarded for such infringement.
The Seller shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller's control including, but not limited to, an Act of God, war, civil disturbance, requisitioning governmental or parliamentary restrictions, prohibitions or enactments of any kind, import and export regulations, strike, lock-out, or trade dispute (whether involving its own employees or those of another person), difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident. Should any such event occur the Seller may cancel or suspend the Contract without incurring any liability for any loss or damage thereby occasioned.
The price and all other sums due to the Seller hereunder are subject to the addition of Value Added Tax (or any new tax hereinafter levied on the sale, production, transportation or import of the Goods, other than a tax computed by reference on the profits of the Seller) at the rate which is applicable from time to time.
The Contract is personal to the Buyer and may only be assigned by it with prior written consent of the Seller.
This Agreement will be governed by and construed in accordance with English Law. The Buyer irrevocably submits in respect of all matters and disputes arising out of this Agreement to the exclusive jurisdiction of the English Courts.
a. The Uniform Law on International Sales shall not apply to the Contract
b. Any terms used on the face of the invoice which are defined in Incoterms shall bear the meaning given to them in the current edition of Incoterms.
c. The Buyer shall reimburse the Seller for any carriage, freight and insurance and other charges to the extent that any such costs incurred by the Seller are not included in the price of the Goods.