Terms & Conditions
1.1 These Conditions of Sale (“the Conditions”) shall govern and be incorporated in every contract for the sale of goods made by FirstCall Corporation Ltd [Co.Reg.06969747] (“the Seller”) with any customer (“the Buyer”). They shall apply in place of and prevail over any terms and conditions (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless specifically included or varied in writing by a Director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded.
1.2 Acceptance by the Buyer of delivery of the goods shall be deemed to constitute unqualified acceptance of these Conditions.
2. Quotations and Acceptance
2.1 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise thesame at any time prior to the Seller’s acceptance of the Buyer’s order.
2.2 The Seller’s acceptance of the Buyer’s order including telephone orders shall only be effective where such acceptance is made on the Seller’s printed Order form signed by an authorised representative of the Seller
3.1 The prices payable for the goods (“the Price”) shall be those set out in the Seller’s price list current at the time of dispatch and the Seller shall have the right at any time to withdraw any discount or revise prices to take into account increases arising from inflation, costs of goods,materials, carriage, labour, overheads, the increase or imposition of any tax or duty or levy and any variation in exchange rate.
3.2 Unless otherwise specified VAT and any other tax or duty payable by the Buyer shall be added to the Price.
3.3 Unless otherwise stated origination expenses including the adaptation of goods, service or machinery to the Buyer’s requirements shall be added to the Price and may be billed and invoiced separately and may require prepayment or a payment on account at the Seller’s sole discretion.
4. Payment Terms
4.1 Invoices shall be paid in full within 28 days.
4.2 Overdue invoices will be charged at 3% above the annual bank base rate from time to time.
4.3 For invoices overdue by 28 days or more the Seller reserves the right to levy a one-off administration charge of £50 in addition to the interest outlined above.
4.4 Timely payment shall form the essence of all contracts between Buyer and Seller.
5.1 Delivery or dispatch dates mentioned in any quotation,order form or elsewhere are approximate and shall not in any circumstances form the essence of this contract.
5.2 Delivery shall be at the Buyer’s premises unless otherwise stipulated at outset or agreed subsequently in writing by the Seller.
5.3 The cost of delivery is not included in the Price and shall be added to the Price at a reasonable commercial rate reflecting the nature, type, timing and complexity of delivery.
5.4 The Buyer shall be responsible for the unloading of all goods at its own risk.
5.5 The Buyer is responsible for inspecting all goods at the time of delivery.
5.6 Unless expressly agreed the Seller may effect delivery in one or more instalments and where this occurs each instalment shall be treated as a separate contract governed by the Conditions.
5.7 If the Buyer refuses or fails to take delivery of all goods tendered in accordance with the contract the Seller shall be entitled to terminate the contract with immediate effect, dispose of or store the goods as the Seller determines and recover all losses and any additional costs incurred as a result of such failure or refusal.
6.1 Risk for the goods shall pass to the Buyer on delivery and the Buyer shall insure the goods against all normal commercial risks with a reputable insurance company.
6.2 Until full title for the goods passes to the Buyer any claim sunder an insurance policy for the goods supplied shall beheld on trust for the sole benefit of the Seller.
7.1 The goods shall remain the property of the Seller until the Buyer has paid to the Seller in full the agreed Price, delivery charges, late payment charges and accrued interest.
7.2 The Seller reserves the right to repossess and resell in part or full any goods supplied to the Buyer until such time as title passes to the Buyer.
8. Variations in Quantity and Cancellations
8.1 On acceptance of an order by the Seller from the Buyer any cancellations, substitutions or variations to the agreed order are at the sole discretion of the Seller.
8.2 If the Buyer cancels or varies an order the Buyer remains liable for the full Price agreed and in addition is liable for the full costs of adaptation of the goods to the Buyer’s specification.
8.3 The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery even though the property may be 10% more or less than the quantity specified in the contract and the Buyer shall pay for the actual quantity delivered.
9. Liability and Indemnity
9.1 The Seller shall not be liable to the Buyer for any non delivery or discrepancy save as permitted within Clause(8.3) unless a written claim is delivered to the Seller within 7 days of receipt of an invoice and provided that Clause (5.5)has been complied with.
9.2 Where liability is accepted by the Seller under Clause (9.1)the extent of the liability shall extend only to making good any shortage or delivery or to refund the cost of the goods as the Seller shall determine.
9.3 The Seller shall not be liable to the Buyer for any loss,injury, damage, delay or expense incurred by the Buyer in relation to the supply or non-supply of the goods PROVIDED THAT nothing in this Clause shall be construed as purporting to exclude or restrict liability of the Seller to the Buyer for personal injury or death resulting from the negligence (as defined in the Unfair Contracts Terms Act 1977)) nor any statutory exclusion or limitation which is prohibited by law.
9.4 The Buyer acknowledges that the limitations and exclusions of the obligations and liabilities of the Seller set out herein are reasonable and shall accept risk and/or insure accordingly.
10.1 If the Buyer being an individual or a company enters into a voluntary arrangement whether formal or informal or is petitioned for bankruptcy or is petitioned or served with a winding up order or enters into liquidation or receivership or makes a composition with its creditors or gives any other reason for the Seller to have reason to believe it may no longer be able to meet its obligations in full as they fall due including by reference to credit check information the Seller has the right without notice to terminate the contract and seek all sums outstanding from the Buyer
11.1 None of the rights or obligations of the Buyer under these Conditions may be assigned or transferred in part or whole without the prior written consent of the Seller.
12.1 The complete or partial invalidity or enforce ability of any provision herein shall in no way affect the validity or enforce ability of remaining provisions. Any such provision shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
13. Governing Law
13.1 These Conditions are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales and the parties here by acknowledge and submit to this jurisdiction.