Terms & Conditions 1. General
In these terms and conditions 1.1 ‘Company’ means Routeco Ltd 1.2 ‘Buyer’ means the person receiving a quotation or buying the goods or services from the Company.
1.3 ‘Hirer’ means the person hiring the goods from the Company. 1.4 Any of the terms and provisions of the Buyer’s order which are inconsistent with these conditions or which are not expressly contained herein shall not be binding on the Company and shall not form part of the Contract.
1.5 No waiver, alteration or modification of any of the provisions on the face or reverse hereof or any statement or representation shall be binding unless in writing and signed by a Director or the Secretary of the Company and attached to or endorsed on the order accordingly.
1.6 All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Buyer shall not form part of the Contract unless expressly incorporated herein.
1.7 The Buyer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of goods into the country of destination (and any other country through which the goods pass in tran- sit) and for the payment of any duties thereon. The Buyer shall fully indemnify the Company against any fines, penalties, costs, claims, damages, losses and expenses suffered by the Company as a result of the Buyer failing to comply with this clause 1.7.
2. Price 2.1 Prices are the prices quoted herein and are for the quantity mentioned and any reduc- tion when ordering may have a consequential effect on the price.
2.2 Subject to clause 2.4 quotations are subject to acceptance within 30 days from the date of quotation providing the quotation has not been withdrawn in that period.
2.3 The Company’s prices are those prevailing at receipt of order at the Company’s prem- ises and are ex-works. Such prices do not include VAT or any other tax, levy or duty, which will be charged extra.
2.4 In the event of any increase in the current or ruling price of the goods between the date of quotation of contract and the date of delivery, whether by reason of increases in the manufacturers’, distributors’ or suppliers’ price or the Company’s increase in prices, or for any reason whatsoever, the right is reserved to increase the price of the goods and any such increase shall be payable by the Buyer.
2.5 Trade benefits in the form of discounts will be subject to agreement. 2.6 All export prices are F.O.B. UK Port and are exclusive of packing, unless otherwise stated.
3. Settlement terms 3.1 Terms for payment shall be as stated overleaf and have been agreed in advance by the parties.
3.2 If the Buyer shall fail to pay any amount when due or if the Buyer shall fail or refuse to accept delivery of any goods or to give delivery instructions when the goods are ready for collection or despatch or if the Buyer is in breach of terms and conditions of any contract with the Company (including breach of these Conditions) and shall fail to rem- edy the same within 21 days of notice specifying the breach and requiring remedy if the breach shall be remediable or(if the Buyer is an individual) if the Buyer dies, is inca- pacitated, has a bankruptcy petition or order presented or made against him or makes or seeks to make any composition or arrangement with the creditors or any of his prop- erty is taken in execution or process of law or (being a limited company) a petition is presented or an order made for the winding up of the company, a petition is presented or an order is made for an administration order, a receiver or administrative receiver is appointed over any or all of the Buyer’s assets, the Buyer makes or seeks to make any composition or arrangement with its creditors or the Buyer is unable to pay its debts (within the meaning of section 123 Insolvency Act 1986) then the purchase price of all goods invoiced or despatched by the Company shall become immediately due and payable by the Buyer and the Company shall, in its absolute discretion be entitled to treat as can celled every contract made with the Buyer or, at the Company’s option to suspend or continue the delivery of goods with- out prejudice to any other rights of the Company and to recover all expenses, losses and damages resulting to the Company including (without limitation) loss of profit or other consequential loss.
3.3 Interest shall accrue on all sums due and outstanding at the rate of 8% p.a. above the HSBC Bank plc base rate in accordance with and at the rate set out from time to time under the Late Payment of Commercial Debt (Interest) Act 1998. The Company shall also have the right to claim compensation in accordance with provisions of that Act.
3.4 The Buyer shall not be entitled by reason of any dispute relating to the goods or any claim made by the Buyer under this or any other contract to withhold payment of any amount which is due to the Company hereunder or to set off against any such amount or payment any cross-claim whether liquidated or unliquidated for any sum or sums for which the Company does not admit liability.
3.5 The Company reserves the right in its absolute discretion to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or to become unsatisfactory and the Company reserves the right to sell or dispose of the goods produced for the Buyer and to recover any additional loss from the Buyer.
3.6 Any dispute concerning payments must be notified to the Company Credit Controller in writing within fourteen days of the date of the first statement following the invoice therefore and unless so submitted such statements and the invoices shall be deemed to be correct. The Company reserves the right to recover from the Buyer all expenses incurred by the Company in the collection of any overdue sums.
indebtedness to the Company and shall nevertheless hold such monies in a separate account to identify them clearly as being the property of the Company;
4.4.2 The Buyer shall keep full and proper records of all goods sold in which the Company has retained property and of all monies received thereof;
4.4.3 The Buyer shall hold all such goods as bailee for the Company and is obligated not to destroy, deface or obscure any identifying mark, plate or packaging in relation to the goods;
4.4.4 The Buyer shall insure with a reputable insurance company any goods which are the property of the Company which are in the Buyer’s possession for the full replacement value and the Company shall on demand be entitled to inspect all insurance docu- ments and receipts in respect thereof and the Buyer shall account to the Company for any insurance proceeds it receives for the goods.
4.4.5 The Buyer hereby assigns any rights of action against a third party in respect of any money due for the goods and the Company will account to the Buyer for any monies received from the third party after the deduction of that due for goods supplied by the Company to the Buyer.
4.5 The Buyer’s rights under clause 4.4 shall cease if an event specified in clause 3.2 hap- pens to the Buyer.
4.6 Where the goods are attached to either buildings or plants or machinery of the Buyer, the Buyer agrees that it is not its intention that the goods thereby become fixtures and fittings or part of the plant or machinery, but the goods shall remain as chattels and be severable from the buildings or plants or machinery.
5. Goods on loan 5.1 Goods are lent to the Buyer or otherwise delivered by the Company to the Buyer and the Buyer shall be absolutely liable for all and any loss or damage to the goods or part thereof howsoever caused and regardless of whether or not such loss or damage was due to the negligence of the Buyer, such liability arises immediately the goods are delivered to the carrier and continuing until and unless the Buyer returns the goods to the Company and the Company has certified as having received those goods in good condition at its premises.
5.2 If such loss or damage occurs then the Buyer agrees to pay the Company on demand in the Company’s absolute discretion either the full cost to the Company of putting the goods into such state of good repair that the goods from time to time can be sold as new or the price of the goods as stated in the Company’s current price list together with all costs, claims and liabilities incurred by the Company.
5.3 It shall be the responsibility of the Buyer to return any such goods to the Company’ premises and to pay the cost of carriage and packing in respect of such return.
6. Deliveries 6.1 Delivery dates are estimates only and the Company shall take all reasonable steps to comply. The Company, however, shall not be liable for any loss, penalties or damage direct or indirect, occasioned by late delivery and, in no case shall delay be a ground for rejecting goods or for rescinding the contract.
6.2 All offers of goods from stock are subject to the goods remaining unsold at the time of acceptance of order by the Company.
6.3 Where the Buyer specifies periodic delivery, the final estimated delivery date must be within twelve months of the order being accepted by the Company.
6.4 Where a period is stated for delivery and such a period is not extended by mutual writ- ten consent then the Buyer shall take delivery within that period.
6.5 Where delivery of the goods is delayed at the request of the Buyer or the Buyer is for any reason whatsoever unable to take delivery the Company shall be entitled to charge the Buyer the actual or estimated cost of storing such goods whether or not stored at its own premises and without prejudice to any other claim it may have.
6.6 Without prejudice to the generality of clause 6.1, the Company shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Company.
6.7 The Company reserves the right to make part deliveries and to submit invoices for goods supplied as part of an order.
7. Return/Cancellation of goods/Cancellation of orders 7.1 No goods may be returned for credit without prior agreement being obtained from the Company. The Company reserves the right to apply a re-stocking charge if goods are returned when agreed with the Company. Cancellation of orders, which have to be made up specially (whether catalogued or otherwise), cannot be accepted. Orders for goods, which are not current standard products, are only accepted on the condition that cancellation or return by the Buyer be accepted by the Company.
8. Warranties 8.1 Without prejudice to the operation and effect of any other of these Conditions where the Company makes delivery of any goods which are defective other than through fair wear and tear or otherwise not in accordance with the Contract the Company’s liabili- ty shall be limited to an obligation, as it shall in its absolute discretion decide, either (i) to repair or rectify the said goods, or (ii) to replace the said goods with goods which are in accordance with the Contract, or (iii) to credit the purchase price against a re- delivery of the said goods provided that the Company shall be under no liability if any one or more of the following apply:-
8.1.1 the goods have not been used or maintained reasonably or properly or used under normal operating conditions or
4. Retention of title 4.1 The risk in the goods and all liability to third parties in respect thereof shall (where car- riage is arranged by the Buyer) pass to the Buyer immediately upon delivery to the car- rier or (where carriage is arranged by the Company) immediately upon delivery to the Buyer (save for export orders where risk shall pass to the Buyer upon delivery of the goods to the carrier at the relevant port) but property and legal title in the goods shall pass to the Buyer only upon payment in full of all funds payable to the Company in respect of such goods and all other goods or services sold or supplied to the Buyer under any other contract.
4.2 The Buyer shall, at all times, prior to full payment for the goods or products, hold the goods as bailee and fiduciary agent for the Company and store the goods or products referred to in 4.1 above in such a way that they are clearly identified as being the prop- erty of the Company and referable to each particular invoice.
4.3 Failure to pay the full amount due shall give the Company the right (without prejudice to any other right it may have) to repossess the goods at the Company’s absolute dis- cretion and the Buyer hereby irrevocably authorises the Company, its servants or agents, to enter on any land or premises upon which the goods are situated using force as necessary to give effect hereto. All goods supplied by the Company in the Buyer’s possession shall be presumed to belong to the Company (unless the Buyer can prove otherwise).
4.4 The Buyer shall not be entitled to sell, transfer, charge or otherwise dispose of the goods until such time as payment in full has been made except on the following con- ditions.
4.4.1 The Buyer shall hold all monies it received for such goods on trust for the Company and shall account immediately to the Company for all such monies to the extent of its
8.1.2 the goods have been used otherwise than in single shift working or 8.1.3 the Buyer has itself (or by a party not approved or authorised by the Company) exe- cuted or attempted to execute repairs or alterations to the goods or their installation or
8.1.4 the goods were sold as second-hand or reconditioned or 8.1.5 notice of the defect is not given to the Company within the warranty or guarantee peri- od specified for the goods by the manufacturer of the goods (or if there is no such peri- od within 12 months of delivery) or otherwise is not given in accordance with the man- ufacturer’s warranty or guarantee (if any).
8.2 The Company does not exclude liability for death or personal injury to the extent that it results from the negligence of the Company’s employees, agent or sub-contractors in respect of which as a matter of Law the Company would be liable.
8.3 Where any goods are delivered that do not comply with the Contract the Buyer shall prior to making any claim for damages or compensation on the Company afford the Company a reasonable time and opportunity to act in accordance with sub clause 8.1.
8.4 To the extent that the Company is held liable to the Buyer for any breach of contract or tort or other act, default, omission or statement the Company’s liability for the same shall not exceed the sum insured by the Company at the date of the Contract for prod- uct liability. This restriction does not apply to any liability under clause 8.2.
8.5 The Buyer warrants that the goods will not be used unless and until the Buyer shall first have applied or taken all such protective or precautionary measures or applied all such warnings, notices, statements or makings or taken all such other precautions of whatsoever nature as may be required by law or as may be necessary or appropriate to preclude the making of any claim by any person who may use the goods or be affected on the grounds of the absence thereof. The Buyer shall indemnify the Company against all claims proceedings costs or expenses, which the Company may sustain by reason of any breach of this warranty.
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