The following are the terms and conditions on which East Coast Bottled Gas Ltd ("the Company") accept orders for the supply of Goods. Save as expressly provided in this clause, delivery is tendered on these terms and conditions only and acceptance of Goods by the Buyer constitutes acceptance of such terms and conditions. No variation of these terms and conditions shall have effect unless the same are agreed in writing by the Company. These terms and conditions shall prevail over the Buyer’s standard conditions of purchase (if any).
Where a period is named for delivery and such period is not extended by mutual consent in writing hereof the Buyer shall take delivery within that period.
Any time or date for delivery named by the Company is an estimate only and the Company shall not be liable for the consequences of any delay.
Where specifications are to be supplied by the Buyer, the Buyer shall supply such specifications in reasonable time to enable the Company to complete delivery within the period named.
All terms, conditions and warranties as the quality or fitness for purpose implied by law, statute or otherwise are hereby excluded save for those which cannot be excluded by law. In no circumstances shall the Company’s liability arising out of this agreement (whether in contract or tort) exceed the invoice price of the Goods or part thereof giving rise to such liability.
If the Goods supplied by the Company carry a manufacturer’s warranty the Company will so far as possible assign the benefit thereof to the Buyer.
No condition is made or to be implied nor is any warranty given or to be implied as to life or wear of the Goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or made known to the Company.
Goods represented by the Buyer to be defective shall not form the subject of any claim for work done by the Buyer or for any loss or damage or expense whatsoever arising directly or indirectly from such defects but such Goods, if returned to the Company and accepted by them as defective, will at the request of the Buyer and if practicable be replaced as originally ordered. Defects in quality or dimensions in any part of Goods sold shall not be grounds for cancellation of the remainder of the order.
No claim for damage in transit, shortage of delivery or loss of Goods will be entertained unless in the case of damage by transit or shortage of delivery a separate notice in writing is given to the carrier concerned and the Company within seven days of the receipt of Goods followed by a complete claim in writing within fourteen days of receipt of Goods and in the case of loss of Goods, a notice in writing is given to the carrier concerned and to the Company and a complete claim in writing made within fourteen days of the date of consignment. Where Goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed "Not examined".
Deliveries may be wholly or partly suspended and the time of such suspension added to the original Contract in the event of a stoppage delay or interruption of work in the establishment of the Company during the delivery period as a result of strikes, lockouts, trade disputes, breakdown, accident or any cause whatsoever beyond the control of the Company.
In the event of an outbreak of hostilities whether war is declared or not in which the United Kingdom is involved or in the event of national emergency or if the Company’s works should become either directly or indirectly so engaged on government orders or orders under priority directions as to prevent or delay work on other orders, the Company shall be entitled at any time on notice to the Buyer to make partial deliveries only or to determine the Contract without prejudice in any case to the rights accrued in respect of deliveries already made.
The Company reserves the right to change or alter the dimensions of the Goods supplied and does not guarantee that the dimensions specified in the sale note are exact and/or not subject to change when requested by the Buyer in writing the exact dimensions will be supplied within a reasonable time after such request.
If the Buyer shall fail to make payment for any Goods supplied by the Company (whether or not subject to this quotation) or if any distress or execution shall be levied upon the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangements or composition with his creditors or commit any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him or if the Buyer is a limited company and 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 or any part thereof shall be appointed, the Company shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being posted to the Buyer’s last known address any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any patent or registered design.
Risk in the Goods supplied pursuant to this Quotation shall pass to the Buyer on physical delivery. Property in Goods supplied pursuant to this Quotation shall not pass to the Buyer until the Buyer has paid to the Company all money due whether in relation to this Quotation or otherwise. Where the Buyer purchases Goods for resale, the Company hereby authorises the Buyer to resell such Goods, but only in the ordinary course of its business and the Company shall be at liberty to terminate such authority by notice in writing at any time in which event the Buyer shall permit the Company to retake possession of the Goods or any part thereof remaining in the Buyer’s possession or under the Buyer’s control (the Company agreeing to credit the Buyer with the original purchase price less the reasonable costs and expenses incurred by the Company in retaking possession).
Any dispute under the Contract shall be referred to an arbitrator or arbitrators to be appointed by the parties or in default of agreement by the President of the Law Society for the time being and his or their decision shall be binding on both parties.
These conditions and the Contract shall be subject to and construed in accordance with English Law.