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Terms of Sale
TERMS OF SALE
Version 1.1 - Updated February 2024
TERMS AND CONDITIONS OF SALE
- Terms & Conditions
The terms and conditions set out below (“the Conditions”) are those upon which J Marsland & Sons Limited ("the Company”) is willing to contract and no variation shall apply unless accepted in writing by the Company. Any tender, quotation or acceptance of order made by or given by the Company shall be subject to the Conditions.
- Acceptance
Unless previously agreed or otherwise specified by the Company in writing all quotations and tenders are open for acceptance by the Customer within 30 days from the date on which they are made.
- Prices
(a) Prices are quoted ex-works unless otherwise stated and are net of any Value Added or sales Tax.
(b) In the event that the quantity ordered is different from that originally quoted for the Company reserves the right to amend the price.
(c) Prices are quoted on the basis of cost of labour, materials, transport, overheads, currency and taxation at the date of quotation. The Company may at its discretion add to quoted prices any increase in such costs or any added cost, resulting from Government orders or regulations (whether new or existing, and any other factors beyond the control of the Company arising after the date of quotation up to the date of delivery.
(d) The Company reserves the right to impose a minimum order value.
- Terms of Payment
(a) On credit accounts approved by the Company unless otherwise agreed the terms of payment by the Customer shall be net cash payable to the last day of each month following the month of Invoice.
(b) Time of payment shall be of the essence of the contract and the Company shall be entitled to charge interest at the rate of Three p m (3%) above the base lending rate of the Company's Bankers current from time to time on all overdue accounts from date of invoice until date of payment in full (whether before or after judgement and the Company reserves the right to postpone fulfilment of its own obligations or to suspend them until such overdue payment ls made.
(c) The Company reserves the right to withhold deliveries if payment for previous delivery has not been made on the due date.
- Delivery and Delay
(a) Every endeavour will be made to effect delivery, within the date specified, but dates and periods for delivery are only approximate and are not essential terms. In no circumstances whatever shall the Buyer be entitled to recover loss of profits from sub-sales or any special or consequential loss or damage whatever arising from or in connection with delay in delivery or non-delivery.
(b) The Customer must provide at its own expense adequate assistance for unloading the goods within a reasonable period from the arrival of the carrying vehicle. It the Customer refuses to unload the vehicle, it shall be liable for the costs of carriage to and from the Customers delivery address
- Liability
In no circumstances will the extent of the Company's liability exceed the value of the contract.
- The National Sawmillers Association Risk Clause
All goods are accepted for processing entirely at the owner’s risk. It Is a condition of all contracts for the processing of goods that no warranty whatever is given or implied except that the processors will exercise reasonable care and skill and the processors, their servants or agents, will not be liable for any loss, deterioration or damage arising from any cause whatever other than their own negligence.
- Risk and Title
(a) Risk shall pass to the Customer on delivery to the Customer or to his Agent or any Carrier acting for the Customer (including any such Agent or Carrier instructed by the Company acting on behalf of the Customer) pursuant to clause 5(b).
(b) The property in materials supplied shall remain vested in the Company and the Customer shall hold materials supplied as bailee only until the Customer shall have paid the Company all sums owing from the Customer in respect of goods delivered by the Company in the event of any resale by the Customer of the Company’s goods the beneficial entitlement of the Company shall attach to any claim against the Customer's purchasers and to any proceeds of that sale so that such claim or proceeds of sale shall be held in trust for the Company and the Customer shall have a fiduciary duty to account to the Company for that claim and any proceeds of sale. Where proceeds of such a resale are received by the Customer, he shall keep them in a separate account as Agent for the Company until the proceeds are handed over to the Company. The Company shall account to the Customer for any excess of such monies over the amount due to the Company.
(c) The Customer grants an irrevocable licence for the Company or its Agents with or without vehicle to enter onto the Customer's premises to take possession of the Company's goods at any time prior to payment of the sums owing to the Company.
- Loss or Damage in Transit
(a) All materials are carefully inspected and packed before despatch. Claims in respect of any shortage, damage or defective packing must be made In writing within seven (7) days of receipt accompanied by the packing note. Any claims relating to total loss of goods must be made in writing within twenty-one (21) days of notification of despatch or receipt of invoice whichever is the earlier. (b) In any event, such written claims must detail the items complained of the nature of the complaint and the amount claimed.
- Cancellation
No cancellation or variation of an order will be accepted by the Company other than by express agreement in writing and the Company reserves the right to charge for materials obtained work done cost incurred and loss of profit.
- Returns and Rejections
A minimum handling charge of the greater of £25 or 10% of invoiced goods value will be levied by the Company, on all goods returned without prior authority.
- Descriptions, Drawings, Data, Confidential Information
(a) As part of its commitment to quality, the Company, reserves the right to change and improve the design of some or all our component parts included in Its quotation and thereafter supply accordingly.
(b) All drawings. documents and other information supplied by the Company are supplied on the express condition that the Customer shall not without the written consent of the Company:
(i) give away, lend the drawings or extract therefrom or copies thereof or
(ii) use them in any way except for the purpose in installing or operating the materials for which they are issued.
(c) Illustrations, weights, measures, temperatures, capacities and performance schedules contained in the Company's printed brochures and sales literature form no part of the contract. The Customer shall be responsible for the accuracy of all information and drawings supplied by it, and the Company shall be under no responsibility to check the accuracy thereof.
- Trademark, Patents, Copyrights
The Customer shall indemnify the Company against any claim made against the Company in respect of materials designed and supplied by the Company to the specification of the Customer.
- Force Majeure
The Company shall be excused from liability if performance of the contract is prevented or hindered by any cause whatsoever beyond the Company's control.
- Determination of Contract
The Company (without prejudice to any other rights) determine any contract forthwith in any of the following events;
(a) If the Customer shall default in any of the Customers obligations to the Company.
(b) If the Customer shall make or offer to make any arrangement or composition with creditors or permit any act of bankruptcy or if any petition or receiving order in bankruptcy should be presented or made against the Customer.
(c) Where the Customer is a limited company, if any resolution or petition to wind up such Company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such Company's undertaking property or assets of any part thereof shall be appointed.
- Guarantee
In cases where the Company provides another manufacturer’s product that manufacturer's guarantee will apply to the exclusion of all other liability of the Company.
- Variation on Quantity
Where products are supplied to a Customer's specification or with a special finish every endeavour will be made to deliver the quantity ordered but over-run or under-run of up to 10% shall constitute fulfilment of the contract and not affect the basic price per unit.
- Special Tooling
Any charges made for special tooling covers part cost only. The tool remains the Company's property and full maintenance will be undertaken by the Company during the period of regular supply of components.
- Exclusion Provisions
(a) Any or implied condition, statement or warranty statutory or otherwise, not stated in the Conditions is hereby excluded unless otherwise agreed in writing. Goods are not sold or tested as fit for any particular purpose.
(b) The Company does not exclude liability for either of the events specified in clause 2(i) of the Unfair Contract Terms Act 1977 to the extent that it resells from the negligence of the Company, its officers, servants or employees and accepts lability for any breach on its part of any undertaking as to title, quiet possession and freedom from encumbrance implied by statute.
- Consequential Loss or Damage
(a) Save as expressly herein provided the Company shall have no liability to the Customer for any loss of profit or other loss or damage direct or consequential, whether in contract, tort or otherwise of whatsoever nature, even if advised of the possibility of such losses, or for any claim by any third party.
(b) In the event that the Company is liable to the Customer, such liability shall not in any event exceed the value of the contract between the Company and the Customer in relation to which the Company is held to be liable.
- Service
Any Service or advice which may be offered by the Company to users of Its products is rendered in all good faith, but the Company shall not be liable for any loss or damage arising therefrom.
- Legal Interpretation
The Contract is governed by English Law. The Company reserves the right to refer any dispute under the contract to arbitration in Leeds in accordance with the Arbitration Acts 1950 to 1979 and any amendments thereto.