Terms & Conditions
1.1 In these Conditions the following words have the following meanings: “the Buyer” the person(s), firm or company who purchases the Goods from the Company; “the Company” Total Tool Solutions Limited, Unit 3A Rawcliffe Road Industrial Estate, Lidice Road, Goole, East Yorkshire, DN14 6XL “Contract” the contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions; “Delivery Point” the address within the UK mainland which is notified to the Company as the place for delivery of the Goods; “Goods” the goods ordered by the Buyer from the Company (including any part or parts of them).
1.2 Subject to any variation under condition 1.4 the Contract will be on these Conditions to the exclusion of all other terms and conditions(including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
1.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such a document being referred to in the Contract.
1.4 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods will have no effect unless expressly agreed in writing and signed by a director of the company.
1.5 Each order for Goods by the Buyer from the Company will be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions and no order placed by the Buyer will be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or the Company delivers the Goods to the Buyer, whichever occurs first.
2.1 The description of the Goods will be as set out in the Company’s catalogue or other published specification current at the time that the relevant order is accepted by the Company.
2.2 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any appli cable statutory or EC requirements or which do not materially affect their quality or performance.
3.1 In the case of sales within the UK mainland, delivery will take place: a) if the Goods are to be collected, on delivery to the Buyer or to the Buyer’s named carrier at the Company’s place of business; or b) in all other cases, on delivery to the Delivery Point. In the case of sales outside the UK mainland (including non-mainland UK) sales will be delivered ex works and the Company will be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
3.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery is not of the essence of this Contract. For the avoidance of doubt, this clause does apply to all items identified as “Same Day Despatch” items in product listings.
3.3 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations then, without prejudice to any other right or remedy available to the Company: a) risk in the Goods will pass to the Buyer; b) the Goods will be deemed to have been delivered; and c) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).
3.4 The Company may, at its discretion, accept returns of Goods ordered in error, subject to the payment of a handling charge. In addition, the return of any calibrated product will be subject to a recalibration charge.
- NON DELIVERY
4.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business will be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
4.2 The Company will not be liable for any non delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 14 days of the date when the Goods would be in the ordinary course of events have been received.
4.3 Any liability of the Company for non delivery of the Goods will be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.1 The Goods are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Goods will not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
5.3 Until ownership of the Goods has passed to the Buyer, the Company will be entitled at any time a) to require (at no cost to the Company) that the Goods are stored separately and clearly marked in such a way that they will readily be seen to be the property of the Company; and/or b) to require the Buyer to deliver up the Goods or any part of them to the Company and if the Buyer refuses to do so, to immediately repossess them; and/or c) to enter any premises or vehicle (by its employees or agents and in the case of premises, with or without vehicles) where Goods still owned by the Company are stored or reasonably thought to be stored in order to inspect and/or repossess them.
5.4 The Company will be entitled to recover payment for the Goods ordered notwithstanding that ownership of the Goods has not passed from the Company.
5.5 The Buyer may resell the Goods before ownership has passed to it providing that any such sale: a) is effected in the ordinary course of its business at full market value; and b) is a sale of the Company’s property on the Buyer’s behalf and the Buyer will deal as principal when making such a sale.
5.6 Until ownership of the Goods has passed to the buyer, the Buyer’s right to possession of the Goods will terminate immediately if: a) the Buyer is made bankrupt or petitions for his own bankruptcy, or has a receiver, administrative receiver or administrator appointed over all or any of its assets or undertaking or, other than for the purposes of a solvent amalgamation or reconstruction, enters into liquidation, enters into any composition or arrangement with or for the benefit of its creditors or ceases to carry on business; or b) the Buyer fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer; or c) the Buyer encumbers or in any way charges any of the Goods.
6.1 Unless otherwise agreed by the Company in writing the price for the Goods will be the price set out in the Company’s price list current as at the date of delivery or deemed delivery of the Goods.
6.2 The price for the Goods will be exclusive of any value added tax which the Buyer will pay in addition when it is due to pay for the goods.
6.3 The price for the Goods includes the cost of delivery for all orders for delivery within the UK mainland which have a value of over £50.00 (excluding VAT) unless delivery by passenger train or other special service is necessary and for all other orders, the cost of delivery will be charged in addition and will be due for payment at the same time as payment for the Goods is due.
6.4 For customers holding a current account with the company, payment of the price of the Goods is due within 30 days after the end of the month in which the Goods are invoiced. For customers who do not have an account with the Company, payment is due at the time the order is placed and may be tendered by cheque or credit card. In all cases, payment must be in pounds sterling.
6.5 Time for payment will be of the essence.
6.6 No payment will be deemed to have been received until the Company has received cleared funds.
6.7 All payments payable to the Company under the Contract will become due immediately upon termination of this Contract despite any other provision.
6.8 The Buyer will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
6.9 If the Buyer fails to pay the Company any sum due in pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998
- LIABILITY OF THE COMPANY
7.1 The Goods will be supplied generally in accordance with the Company’s specification as set out in the Company’s catalogues and operating instructions. Specifications may be revised from time to time and the Buyer will not be entitled to reject Goods, or to make a claim in respect of failure of the Goods to comply with any specification, unless the departure from specification is material in which cases conditions 7.2 and 7.3 will apply.
7.2 Any Goods which are found to the Company’s satisfaction to be defective as a result of faulty design, manufacture or workmanship and/or to materially depart from specification in accordance with condition 7.1 will, at the sole discretion of the Company, either be replaced or repaired free of charge provided that in respect of the relevant Goods: (a) they are returned properly packed, carriage paid to the Company’s premises at the address given above within 12 months from the date of delivery; and (b) they have not been misused, mishandled, overloaded, amended, modified or repaired in any way by the Buyer or its customers, or used for any purpose other than that for which they were designed; and(c) the defect is not due to fair wear and tear, wilful damage, negligence, abnormal working conditions or failure to follow the Company’s instructions; and(d) they have been paid for in full (if payment is due).
7.3 Repaired or replaced goods will be returned free of charge to destinations on the mainland of the UK.
7.4 Except as provided in condition 7.1, the Company makes no representation or warranty, whether express or implied, as to the quality or fitness for purpose of the Goods and all warranties, conditions and other terms which may be implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.5 Nothing in this Contract excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation.
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 7.6
7.6 Subject to conditions 7.5 and 7.8, but notwithstanding any other condition of this Contract: (a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Contract will be limited to the price of the Goods; and (b) the Company will not in any event be liable to the Buyer for any indirect or consequential liability loss or damage (including, without limitation, loss of profit, loss of business or depletion of goodwill), costs, expenses or claims for consequential compensation (howsoever caused) which arise out of or in connection with this Contract.
7.7 The Buyer acknowledges that the price of the Goods has been calculated on the basis that the Company excludes and limits its liability in accordance with this condition 7.
7.8 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.1 The Buyer will not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
8.2 The Company may assign the Contract or any part of it to any person, firm or company.
- FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
The Company will be entitled to cancel the Contract by giving notice to the Buyer at any time and for any reason prior to delivery.
Any notice to be given under this Contract will be in writing and will be sent by first class mail within the UK, or by air mail, or by fax; in the case of the Company to the address set out in condition 1.1 and in the case of the Buyer to the Delivery Point or such other address or fax number as the Buyer may from time to time notify to the Company for this purpose in accordance with this condition. Notices sent as above will be deemed to have been received 3 working days after the date of posting (in the case of mail within the UK), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of faxed messages) but only if a transmission report is generated by the sender’s fax machine recording error free transmission of all pages to the correct fax number.
12.1 The Company is a member of the group of companies whose holding company is Norbar Torque Tools Holdings Ltd, and the Company may perform any of its obligations or exercise any of its rights under the Contract by itself or through any other member of its group, provided that any act or omission of any such other member will be deemed to be the act or omission of the Company.
12.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
12.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such illegality, invalidity, voidness voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.
12.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
12.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
12.6 The formation, existence, construction, performance, validity and all aspects of the Contract will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.