Terms and Conditions
Terms of Sale
1. Definitions
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys 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 to be supplied to the Buyer by the Seller;
1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.6 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest as may be quoted by the Seller or as may apply in accordance with these Conditions;
1.7 “Seller” means Tube Bending Company Ltd, Unit 7E Grange Mews, Station Road, Bicester, Oxon, OX26 5DX.
2. General
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 seek to apply under any purchase order, order confirmation 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 including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
2.6 Nothing in these Conditions shall affect the statutory rights of any Buyer dealing as a consumer.
3. Price and Payment
3.1 Payment of the Price is strictly cash with order unless a credit account has been established with the Seller, in which event payment of the Price is due 30 days following the date of invoice.
3.2 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due, with interest accruing daily at a rate of 2% per annum above the base rate of the Bank of England from time to time.
3.3 The Seller reserves the right to grant, refuse, restrict, cancel or alter credit terms at its sole discretion at any time.
3.4 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
3.4.4 Terminate the contract.
4. Description
Any description given or applied to the Goods is 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 Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
5. Sample
Where a sample of the Goods is shown to and inspected by the Buyer, the parties accept that such sample is shown solely for the purpose of enabling the Buyer to judge the quality of the bulk and not so far as to constitute a sale by sample.
6. Delivery
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The delivery date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and the Buyer shall have no right to damages or to cancel the order for failure to meet any delivery date.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, it may place the Goods in storage until such time as delivery may be effected, and the Buyer shall be liable for associated expenses.
6.4 If the Buyer fails to accept delivery within three days of notification that Goods are ready for despatch, the Seller reserves the right to invoice the Buyer and charge storage or demurrage fees until delivery is made.
6.5 The Seller may deliver the Goods by instalments, each constituting a separate contract.
6.6 If the Buyer requests delivery by instalments, this requires the Seller’s written agreement and at least three months’ written notice.
6.7 The Buyer must accept delivery if tendered within three months of the stated delivery date.
7. Acceptance
7.1 The Buyer is exclusively responsible for specifying the Goods and determining their suitability for intended use.
7.2 The Buyer shall be deemed to have accepted the Goods 14 days after delivery. No claims will be entertained unless made in writing within this period, with supporting evidence.
7.3 The Buyer shall not remove or interfere with marks or numbers on the Goods.
7.4 The Buyer shall accept delivery even if the quantity varies by up to 5%, with price adjusted pro-rata.
8. Risk and Title
8.1 Risk passes to the Buyer upon notification of availability (if collecting), or on delivery (if delivered).
8.2 Ownership remains with the Seller until full payment has been received in cleared funds.
8.3 Until property passes, the Buyer must hold the Goods as the Seller’s fiduciary agent, store them safely and label them as the Seller’s property.
8.4 The Buyer may resell Goods in the course of business but must account for the proceeds separately.
8.5 The Seller has the right to demand the return of unpaid Goods and to enter premises to repossess them.
8.6 The Buyer may not pledge or charge unpaid Goods, and if attempted, all monies become immediately due.
8.7 The Seller may recover the Price even if title has not passed.
9. Insolvency of Buyer
9.1 If the Buyer becomes insolvent, enters administration or bankruptcy, or ceases to pay debts, all outstanding sums shall become payable immediately.
9.2 The Seller may, in these circumstances, exercise its rights under Clause 8.
10. Warranty
10.1 Where Goods are found to be defective, the Seller shall replace them free of charge within the manufacturer’s warranty period, provided:
10.1.1 The Buyer notifies the Seller in writing immediately upon discovering the defect;
10.1.2 The defect is due to faulty design, materials or workmanship.
10.2 Returned Goods must be sent to the Seller at the Buyer’s expense, if requested.
10.3 Where Goods are supplied by a third party, any third-party warranty shall be passed to the Buyer.
10.4 The Seller may refund the Price instead of replacing Goods at its discretion.
10.5 These remedies are without prejudice to other Conditions including Clauses 11 and 12.
11. Liability
The Seller shall not be liable for:
11.1.1 The Goods matching any description or sample;
11.1.2 The quality of the Goods;
11.1.3 The fitness of the Goods for any purpose.
11.2 Except where the Buyer deals as a consumer, all other terms implied by statute or law are excluded.
11.3 The Seller shall not be liable for any financial, indirect or consequential loss.
12. Limitation of Liability
If any part of Clause 11 is found unenforceable, the Seller’s liability shall not exceed the Price of the Goods. Nothing in these Conditions excludes liability for death or personal injury caused by the Seller’s negligence.
13. Intellectual Property Rights
Where Goods contain third-party software or designs, their use is subject to the applicable licence terms.
The Buyer will indemnify the Seller against claims arising from following the Buyer’s specifications or combining Goods with other products.
If Goods are found to infringe third-party rights, the Seller may replace, modify or refund them at its discretion.
All intellectual property created in fulfilment of the contract shall vest in the Seller.
14. Force Majeure
The Seller shall not be liable for delays caused by circumstances beyond its control including strikes, accidents, war, fire, or supply shortages. The Seller may terminate the contract if delays persist.
15. Relationship of Parties
Nothing in these Conditions shall be interpreted as creating a partnership or joint venture between the parties.
16. Assignment and Sub-Contracting
The Buyer may not assign or sub-contract this agreement without the Seller’s prior written consent.
17. Waiver
Failure by either party to enforce any term does not constitute a waiver of it or any other term.
18. Severability
If any provision is held invalid or unenforceable, the rest of these Conditions remain in effect.
19. No Set-Off
The Buyer may not withhold payment due to counterclaims or set-off.
20. Entire Agreement
These Conditions, along with any documents referred to herein, form the entire agreement between the parties.
21. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
