The Stove Yard Terms and Conditions of Sale
1 GENERAL The Stove Yard is the trading name of RPG Industries Ltd. These conditions apply to all Stove Yard quotations on behalf of RPG Industries Ltd and all contracts and orders for the sale of goods accepted by us.
2 SPECIAL TERMS (A) Any other terms, conditions, warranties or representations,whether made prior to collateral with, or subsequent to the contract or order,are expressly excluded by these terms and conditions. (B) Special terms of the purchaser contained in their order, or otherwise, shall be of no effect unless such special conditions are specifically brought to our notice and our express consent and acceptance of them is given in writing.
3 INFORMATION AND DOCUMENTS (A) All information, photographs,illustrations, drawings, specifications, weights, dimensions, technical data,performance estimates supplied by us have been prepared by the manufacturer of the goods and accordingly we cannot accept any liability for any inaccuracies,omissions, variations of any kind or for any losses howsoever caused arising from the supply of said goods and they shall not form part of any contract or be binding in any way. (B) We reserve the right to correct any clerical or technical errors in the contract documents and any other printed material or website content produced by us at any time and without prior notice.
4 QUOTATIONS AND PRICES (A) Quotations only apply to goods and articles specified therein and which are available at the time of the quotation. (B) All selling prices contained in the quotation are ex-works, net and exclude VAT and any third party delivery charges, unless otherwise specified, and are those ruling at the date of the quotation. (C) Prices are provisional and are subject to revision by us at any time and without prior notice before the goods are despatched in order to take into account any variations in costs incurred by us.(D) Discounts for volumes may be revised where the purchaser subsequently calls down smaller quantities than those set out in the quotation. The purchaser shall agree to pay the revised price. (E) VAT will be charged at the appropriate rate in force at the time of invoicing.
5 TERMS OF PAYMENT (A) Unless otherwise stipulated by us in writing all invoices and accounts are strictly net and payable on a pro-forma basis or for agreed credit accounts strictly within 30 days. (B) We reserve the right to suspend deliveries of further goods if payments are not received within the terms agreed and we shall not be liable for any losses by the purchaser howsoever arising from the suspension of said deliveries. (C) Where the order is fulfilled in stages or instalments or has to be fulfilled in stages or instalments, for whatsoever reason,we shall invoice upon the completion of said stages or instalments and the invoice shall be subject to the same terms and conditions of payment set out in section 5(A) and 5(B)shown above. (D) Should the purchaser fail punctually with the terms of payment, we shall be entitled to charge interest on any overdue account at the rate of 2% over the prevailing Bank of England base rate.
6 TITLE (A) Title to the goods shall not pass to the purchaser until (i) payment has been received in full by us for said goods and (ii) all other monies owed to us by the purchaser have been paid. (B) Until payment of all such sums, the purchaser shall hold the goods as agent for us and shall store them safely and securely on their premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as our goods. (C)The purchaser may sell the goods as agent and bailee for us, but as against any third party the sale by the purchaser shall be as in principal such of the proceeds of any sale as to equal to the price to the purchaser of the goods shall be held in trust for us and shall not be mingled with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as our money. (D) If the goods are admixed, consumed, converted or otherwise become constituents of other goods which are the property of the purchaser before payment has been received by us and before title to the goods has passed to the purchaser,the goods, including all of any such other goods, shall be the property of us and the purchaser declares itself a trustee of such goods for us until payment is made in full to us and the purchaser shall hold such goods and the entire proceeds of sale of any rights arising from the sale thereof as trustee for us. (E) If at anytime before title of the goods shall have passed to the purchaser we may, for the purpose of recovery of the goods, enter upon any premises where the goods are stored, or where they are reasonably thought to be stored, and may repossess them and the purchaser grants us such licences as may be necessary for the purpose of entry to any premises of the purchaser.
7 ORDERS AND INSTRUCTIONS (A) It is the purchaser’s responsibility to furnish us with all necessary information, specifications and instructions in their order to enable us to complete the order, including delivery of the goods. (B)It is the purchaser’s responsibility to check and confirm to us in writing that any information supplied by us and any particulars included in our order acknowledgement are correct. (C) We accept no liability howsoever arising from goods supplied in accordance with the purchasers specifications which are then subject to any government, regulatory organisation or inspection authority specification conformance approvals.
8 TIME OF DESPATCH All periods for despatch and delivery for goods expressed by the contract and our order acknowledgement are approximate only. We will use all reasonable endeavours to effect despatches within the stipulated period,or if no such period is stipulated, within a reasonable amount of time. However,we shall be under no liability for any loss or damage to the purchaser or others arising directly or indirectly out of late despatch or delivery, whether due to our default or not or whether by any third party carrier service contracted by us for delivery, nor shall such late despatch or delivery be deemed to be breach of contract, nor entitle the purchaser to cancel the contract or return the goods.
9 DELIVERY (A) When delivery is effected on one of our vehicles or by an independent contractor arranged by us, the purchaser having had prior notification from us and agreed to the delivery time shall be bound to accept delivery of the goods on arrival at his works at that time when sole risk in the goods shall pass to the purchaser. Where payment in full has not been received by us the purchaser as agents shall, on delivery, insure the goods and keep them fully insured against all and every risk, including specifically but without prejudice to the generality of the foregoing damage by the purchaser or third parties, fire,explosion, aircraft, theft, tempest and flood; and the purchaser shall also be responsible for the security, maintenance and care of the goods and, in addition to indemnifying us against any depreciation in the value of the goods, shall also indemnify us against any damage caused to the goods should payment in full not be made to us. (B) The purchaser is to notify us and the carrier in writing(otherwise than upon the carrier’s documents), of any damage in transit, misdelivery,or quantity discrepancy immediately upon arrival. The purchaser must notify us and the carrier in writing (otherwise than upon the carrier’s documents)of any non-delivery within 3 working days of delivery where delivery is effected through the post, or by road or rail service and 2 working days where delivery is effected by our own vehicle, in all cases from the date of delivery advised to the purchaser or his agent. (C) Where delivery is effected by the purchaser’s own vehicle, or is arranged by him, risk in the goods shall pass to the purchaser on delivery to the carrier whether the carrier is the purchaser’s servant or agent or an independent contractor arranged by the purchaser. (D) Without prejudice to our other rights, should the purchaser for any reason fail to accept the delivery of the goods on arrival (prior notification having been made by us and agreed to by the purchaser) then, at the entire risk and expenses of the purchaser, we shall be entitled to store the goods and / or to procure or effect storage of the goods elsewhere and we shall be further entitled to be paid by the purchaser for the additional cost of re-delivery and storage of the goods.
10 RETURNED GOODS We cannot accept the return of goods already delivered to the purchaser otherwise than pursuant to clause 9(C) hereof or by special arrangement, and then subject to the appropriate restocking and delivery charges which shall not be less than 15% of the invoice value. Where the goodsare without fault or defect they will not be accepted by us 28 days after the date of the original despatch date.
11 INDEMNITY The purchaser shall indemnify us against all actions, claims,demands, penalties and costs by third parties in tort, or for infringements or alleged infringements of patents or registered designs or otherwise arising in connection with the goods or their delivery or unloading or work done by us in accordance with the purchasers specifications.
12 EXCLUSION OF LIABILITY We are hereby expressly excluded for any liability howsoever arising in respect of any express or implied condition, statement,representation or warranty, statutory or otherwise relating to any goods supplied by us. However, without prejudice to the foregoing, we are prepared to assist in the execution of any manufacturer’s warranties and guarantees.
13 INSOLVENCY If the purchaser shall make default in, or commit any breach of, any of his obligations to us (whether under this agreement or otherwise), or wrongfully stop payment of any debt, or is deemed unable to pay their debts within the meaning of such Insolvency Act as shall be current at the date of the contract, and if any distress or execution should be levied upon the purchaser,his property or assets, or if the purchaser shall make or offer to make any arrangements or composition with creditors to commit any act of bankruptcy,or if any petition or receiving order in bankruptcy, shall be presented or made against the purchaser, or if the purchaser shall be a limited company at any resolution or petition to wind up such company’s business shall be passed or presented (otherwise than for reconstruction or amalgamation only), or if a Receiver of such company’s undertaking property or assets or any part thereof shall be appointed then in any such case, we shall have the right forthwith to determine the contract in whole or in part by notice in writing to the purchaser and repossess any of the goods of which title has not passed to the purchaser pursuant to condition 6 hereof.
14 MISCELLANEOUS (A) The granting of this, or the neglect or forbearance on the part of us in enforcing any of these conditions shall neither be, nor be deemed to be, a waiver or in any way prejudice any right of us under these conditions. (B) If any term, paragraph or provision of these conditions shall be held to be invalid or unenforceable for whatever reason, such invalidity or unenforceability shall not affect the operation of any other term, paragraph or provision. (C) This contract applies to further purchases that the purchaser makes and shall be governed in accordance of the laws of Northern Ireland and we and the purchaser both submit to the jurisdiction of the Northern Ireland Courts. (D) If any part of this contract shall be rendered invalid by operation of law, then, to the extent allowed by law, the remainder of this contract shall remain in force and such part of this contract that has been rendered inoperable shall be deemed to be replaced by a clause of similar nature and effect but tot he extent allowed by law.
THE STOVE YARD TERMS AND CONDITIONS OF SALE© The Stove Yard / RPG Industries Limited 2008