J. Evans & S.B Reid
Conditions of Sale
Buyer – any person, ﬁrm or company purchasing or ordering goods from J. Evans & S.B Reid
J. Evans &: S. B. Reid shall in the following be abbreviated E & R.
a) These Conditions apply to all and any contracts agreement or transactions between E & R and the Buyer. They prevail over any conditions contained or referred to in any documents of the Buyer and any provision to the contrary is hereby excluded.
b) These Conditions together with any E & R sales or delivery conﬁrmations or advices and invoices represent the complete agreement between E & R and the Buyer. Save as specifically agreed in writing by the Chief Executive of any E & R location, no-one is authorized to accept any further liability or obligations on E & R’s behalf and the Buyer must not rely on any other documents or on any oral representations.
a) Save as otherwise speciﬁcally agreed, the price shall be stated in the invoice to the Buyer by E & R or in the case of cash sales in the Sales or Advice Note. Unless otherwise stated, Value Added Tax is not included and will be added to the price.
b) Unless otherwise expressly agreed in writing, E & R reserves the right to revise any agreed prices to take account of ﬂuctuations in exchange rates. Increase or imposition of any tax duty or levy and clerical or administrative errors or of any increase in E & R ‘s cost
including but not limited to the costs of raw materials, freight shipment, haulage, labour, fuel and insurance.
c) E & R ‘s quotations operate as invitations to the Buyer to place orders. They are not lenders and are subject to continuation by E & R upon receipt of the Buyer ‘s order.
a) Unless otherwise agreed in writing. payment shall be due in full, not later than 30 days from receipt of invoice.
b) E & R reserves the right to suspend or stop deliveries and to withdraw or restrict credit provisions if any payment becomes overdue or if E & R has reason to believe that the Buyer may be unable or unwilling to pay for the goods.
a) All quantities, specifications and correspondence with Buyer shall be subject to reasonable commercial variations and E & R accepts no responsibility for variations falling within this tolerance.
6. Special orders
a) E & R may on request manufacture or treat goods in accordance with the Buyer’s drawings, designs, sample sections, specifications or instructions. The Buyer accepts full responsibility for the accuracy of the same and indemnifies E & R against all liability arising from E & R’s compliance with the Buyer’s drawings, designs, sections, specifications or instructions.
a) Where the goods are sold on a collect basis, delivery to the Buyer occurs immediately, the goods are loaded onto the Buyer ‘s vehicle.
b) Where E & R agrees to deliver the goods, delivery to the Buyer occurs in the instant prior to unloading.
c) E & R may deliver the goods in one or more instalments and each instalment shall be treated as if it is a separate contract. Failure by E & R to make any delivery or part delivery shall not entitle the Buyer to reject the balance of the goods.
d) Times and dates quoted for delivery dates are estimates only and are not binding on E & R.
8. Risk title
a) Risk passes to the Buyer on delivery.
b) Property in the goods shall not pass to the buyer, until the price has been paid in full. However
E & R may at any time transfer property in the goods to the Buyer in writing.
c) Until such times as the price of the goods has been paid, the Buyer shall store the goods in such a way as to enable them to be identiﬁed as the property of E & R and the Buyer hereby irrevocably agrees that the representatives of E & R may enter on the Buyer‘s premises with such vehicles and equipment as may be necessary to remove the goods.
a) E & R ‘s obligations under any warranty are limited to repair, replacement on an exchange basis or refunding the cost of the goods or those parts of the goods which are defective at E & R’s option.
b) The above warranty is given in lieu of and replaces, excludes and extinguishes all and every condition warranty term or representation as to qualify, ﬁtness to purchase, merchantability delivery or otherwise, which may be implied or imposed by statute, common law.
c) Notice of any defect or shortfall must be given to E & R in writing within 3 days of discovery of same and E & R must be given an immediate opportunity to inspect the goods failing which all claims shall be deemed to be absolutely barred. E & R shall have no liability if bulk is broken pending settlement of any claim, or if the goods cannot be clearly identified as goods supplied by E & R.
d) E &R shall not be liable to repair, replace or make good any loss in respect of defects caused by incorrect handling, machining. Installation, storage, treatment or use by the Buyer or any third party or by normal wear and tear.
a) ln no circumstances shall E & R’s total liability in contract, tort or otherwise exceed the invoice price of the particular goods giving rise to the liability.
b) Where the goods are to be manufactured, machined treated or installed by E & R, E & R reserve the right to sub-contract such operations to a third party in which case they shall be carried out on the standard Terms and Conditions of the third party. E & R will on request obtain for the Buyer, a copy of any such Terms and Conditions.
11. Force Majeure
E & R shall not be liable for failure or delay in fulﬁlling any of its obligations where fulfilment thereof is prevented, frustrated, impeded, delayed or rendered uneconomical by circumstances or events beyond E & R ‘s control.
To the extent that any condition herein would by virtue of the Unfair Contract Terms Act 1977 be of no effect against a person dealing as a consumer that condition shall not apply to a person dealing.
The rights of E & R shall not be prejudiced or restricted by any indulgence or forbearance extended by E & R and waiver of any particular breach shall not operate as a waiver of any subsequent breach.
If any Condition or part of a Condition is found to be invalid for any purpose it shall for that purpose be deemed to have been omitted without prejudice to the effectiveness of all other Conditions or parts of Conditions
15. Law Jurisdiction
These Conditions and all agreements between E & R and the Buyer shall be governed by and construed in accordance with English law and any disputes shall be subject to the exclusive jurisdiction of the English Courts.