1.1. In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Goods” mean the Goods which the Seller is to supply in accordance with these Conditions;
“Seller” means Alan Butcher Components Limited;
“Conditions” means the standard terms and conditions of sale set out in this document including any special terms and conditions agreed in writing between the Buyer and the Seller; and
“Contract” means the contract for the purchase and sale of Goods.
1.2. Goods are sold by the Seller on the terms set out in these Conditions. No alterations or variations to these Conditions will apply unless specifically agreed in writing by the Seller.
2. The Contract
2.1. A Contract comes into effect only when the Seller sends an acceptance or acknowledgement to the Buyer or supplies the Goods pursuant to an order.
2.2. Delivery periods indicated by the Seller are estimates only and run from the date of the Seller’s acceptance of an order. The Seller will use all reasonable efforts to achieve its estimated delivery date but will not be liable if it is not able to do so.
2.3. Quotations issued by the Seller are valid for 30 days and are not binding until accepted in an acknowledgement of order from the Seller.
3.1. No order which has been accepted by the Seller can be cancelled or altered by the Buyer without written agreement from the Seller.
3.2. The Seller reserves the right to refuse to accept any order. The Seller may also cancel an order or refuse to deliver Goods if the Buyer has failed to pay a sum due to the Seller.
3.3. The Buyer will be notified a delivery schedule by the Seller and must co-operate in accepting deliveries on the timetable indicated.
3.4. The Buyer must ensure that Goods ordered are suitable for its purposes.
3.5. The Seller reserves the right to discontinue any product, or make design changes to product specifications, or use different suppliers or manufacturers to those stated in its catalogue or other promotional material or on its website, without prior notice, as part of its continuous process of product and service improvement, or to improve product availability. The information contained in the Seller’s catalogue or other promotional material or on its website is correct to the best of its knowledge at time of going to press. All images are used for illustration purposes only.
4.1. Prices quoted by the Seller are “ex warehouse” and exclude delivery or postage charges unless otherwise agreed in writing by the Seller.
4.2. The Seller reserves the right to increase the price of any Goods by notice in writing to the Buyer prior to delivery if there is an increase in the cost to the Seller for any reason outside its control.
4.3. Minimum or maximum order quantities will be as quoted by the Seller.
4.4. All prices of the Seller are exclusive of VAT and all payments to the Seller are to be in Pounds Sterling or other currency agreed in writing by the Seller.
5. Payment Terms
5.1. Payment of the Contract price will be due 30 days from the date of invoice, unless other terms are agreed in writing by the Seller. The Seller reserves the right to require a deposit or the price to be paid with order.
5.2. All payments to the Seller are to be made without any deduction withholding or set-off whatsoever.
5.3. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to it, the Seller shall be entitled to:
(i) cancel the Contract or suspend any further deliveries to the Buyer;
(ii) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
(iii) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank plc base rate from time to time until payment in full is made.
6. Damage Or Loss In Delivery
6.1. Damage to or loss of Goods in the course of delivery must be notified to the Seller within 7 working days of delivery, or the projected date of delivery if Goods are lost in transit. Claims notified outside that time will not be accepted.
6.2. The risk in all Goods supplied will pass to the Buyer on delivery.
6.3. 6.2 does not apply in any instance where Goods are supplied Ex Works. Risk will transfer to the buyer on collection of Goods from Alan Butcher Components.
7.1. The Seller warrants that the Goods will be free from any defects in materials or workmanship for a period of 12 months from despatch by the Seller.
7.2. The Seller will not be liable under the above warranty:-
7.2.1 unless the Buyer gives notice of any defect within 7 days of becoming aware of it;
7.2.2 if the Goods are not used or stored in accordance with the manufacturer’s recommendations; or
7.2.3 if the Goods are altered or repaired by the Buyer or any third party.
7.3. If any Goods do not conform to the warranty in Condition 7.1, the Seller will at its option repair or replace the Goods affected or refund the price of such Goods provided the Buyer returns the defective Goods to the Seller.
7.4. Provided the Seller complies with the above warranty it will have no further liability under the warranty in respect of the Goods affected by it.
8. Limitation Of Liability
8.1. Subject to Condition 7, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
8.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.3. Nothing in these Conditions excludes or limits the liability of the Seller:
(a) for death or personal injury caused by the Seller’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
8.4. Subject to Condition 8.2 and Condition 8.3:
(a) the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9. Force Majeure
The Seller will have no liability for any delay in delivering, or failure to deliver, Goods or for any other non-performance of the Contract if the delay, failure or non-performance is caused by any events or circumstances outside the reasonable control of the Seller.
10. Retention Of Title
10.1. Ownership of the Goods will not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all payments due to it from the Buyer in respect of:
(a) the Goods; and
(b) all other amounts payable to the Seller by the Buyer.
10.2. Until ownership has passed to the Buyer, the Seller retains full legal and beneficial title to the Goods and reserves the right at any time to require the Buyer to deliver up the Goods to it and, if the Buyer fails to do so forthwith upon the Seller’s request, to permit the Seller to enter upon any of the Buyer’s premises or of any third party where the Goods are stored and repossess the Goods.
11. Export Orders
11.1. In the case of export sales:
(a) payment for the Goods must be made in advance by bank draft or telegraphic transfer of funds and any additional or associated banking costs are to be met by the Buyer;
(b) freight and insurance charges are charged at cost to the Buyer.
11.2. For export sales, the Buyer must pay any import, export or other customs duties becoming payable and obtain any necessary import permits or licences required for the importation of the Goods.
12. Intellectual Property
All trademarks, copyright, designs and any other intellectual property used on or in relation to the Goods or the Seller’s website or catalogue are the property of the Seller or licensed for use to the Seller by a third party and these Conditions do not confer upon the Buyer any rights in or title to such intellectual property.
13.1. The Seller may assign or sub-contract the Contract or any part of it to any person, firm or company.
13.2. The Buyer will not be entitled to assign the Contract without the prior written consent of the Seller.
14.1. The Seller may by notice to the Buyer terminate the Contract immediately if:
(i) the Buyer commits any breach of the terms of the Contract or fails to pay on the due date any sum due to the Seller; or
(ii) a receiver, administrator or manager is appointed over any of the property or assets of the Buyer;
(iii) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order;
(iv) the Buyer goes into liquidation (except for the purposes of amalgamation or reconstruction); or
(v) the Buyer ceases or threatens to cease to carry on business.
14.2. Upon termination all outstanding sums payable by the Buyer to the Seller must be paid immediately.
15.1. The unenforceability or invalidity of any provision of these Conditions will not affect the validity of the remaining provisions.
15.2. No third parties are intended to have any rights to rely on or enforce the Contract.
15.3. The Contract shall be governed by the laws of England and any dispute arising under or in connection with these Conditions or the sale of the Goods shall be subject to the jurisdiction of the English courts.
15.4. The Seller may at any time by notice in writing to the Buyer amend or alter these Conditions but no such amendment or alteration will affect any Contract in existence at the time of notification.
16.1. All communications or notices between the parties about the Contract shall be in writing in the English language and delivered by hand or sent by pre-paid first class post or sent by fax:
(a) (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
16.2. Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the n