1. “BATT CABLES” and “BATT NETWORKS” are divisions of BATT CABLES plc (‘the Seller’). Any legal body or person entering into a contract of sale with the Seller (‘the Buyer’).
2. General These terms and conditions shall apply to all contracts for the sale of goods by the Seller to the Buyer (‘the contract’) to the exclusion of all others terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. All orders for Goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these terms and conditions. Acceptance or delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions. Any variation to these conditions (including any special terms or conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. These terms and conditions and the Seller’s Order Confirmation set out the entire agreement between the parties and supersedes all prior discussions between them or their representatives and all statements, representations, terms and conditions, warranties, guarantees, proposals, communications, and understandings whenever given and whether orally or in writing.
3. Quotations No quotation, issued by the Seller is to be treated as an offer by the Seller, but as a basis to treat, open for the period stated therein or when no period is so stated, then for thirty days after the date of quotation. If an order is placed on the basis of the quotation, such an order shall be treated as an offer subject to these terms and conditions and shall not be binding upon the Seller unless accepted by the Seller in writing. Quotations are subject to the Seller being able to purchase and obtain the necessary materials.
4.Quoted Prices The Seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs) provided that the Buyer may cancel the contract within 7 days of any such notice from the Seller. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s VAT invoice.
5. Payment Unless otherwise agreed, the following terms apply: a) The Price shall be payable in full on or before the last day of the calendar month following the month of dispatch. b) Interest shall be charged on all overdue accounts at 4% per annum above Lloyds TSB Bank’s base lending rate for the time being. c) Without prejudice to any other rights of the Seller, if any payment from the Buyer is overdue under this or any other contract between the parties, the Seller shall have right to suspend, terminate or cancel this and/or such other contract in its entirety. d) If at any time the Buyer is in default of any of the terms and conditions of this or any other contract between the Seller and the Buyer, particularly failure to pay any accounts due by the correct dates, all monies payable by the Buyer under all contracts shall immediately become due. e) If any distress, execution or other legal process shall be levied upon or served against the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with its creditors or being an individual shall become bankrupt, or if the Buyer is a company, if any petition shall be presented or brought against the Buyer or any resolution or petition to wind up shall be passed or presented or if a Receiver or Administrative Receiver of all or any of its assets shall be appointed or an Administrator shall be appointed (without prejudice to any other rights which the Seller may have) in each or any such case, the Seller shall have the right at any time to suspend or determine the contract or any unfulfilled part thereof and to cancel any outstanding contracts, to stop any products in transit and notwithstanding any other provisions, payment in respect of any and all delivered Goods shall be immediately due. f) The Buyer may in no circumstances set off against the Price any amounts due or allegedly due from the Seller to Buyer under any contract.
6. Delivery a) The Seller shall use its best endeavours to meet the delivery dates quoted, promised or requested but time shall not be of the essence in relation to delivery and the Seller shall not be liable to make good any loss or damage howsoever arising (whether directly or indirectly) from delay. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the agreed delivery date. UK Mainland deliveries shall be delivered free of charge by normal means at the Seller’s option. All other deliveries may incur a carriage charge. b) Unless the Buyer has requested to collect the Goods from the Seller’s premises, the Seller shall arrange for carriage of the Goods to the Buyer’s address or such other place stated on the Order Confirmation. The Buyer shall make all arrangements necessary to take immediate delivery of the Goods whenever they are tendered for delivery. c) The Seller may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions in the contract of sale.
7. Returnable Packaging Where cable is supplied on wooden drums the customer shall promptly return the drums in good condition. Drums may be returned either to their respective manufacturer owner or to the Seller. Alternatively, the Seller may choose to agree to collect drums from UK Mainland addresses if convenient in response to the Buyer’s written request to do so.
8. Late Shipment due to inspection or shipping not within the control of the Seller Where the Seller has given appropriate notice that goods are available for inspection and/or shipping, then if a delay occurs in inspecting and/or shipping through no fault of the Seller, the Buyer shall pay against invoice for the value of the Goods held awaiting inspection and/or shipping.
9. Damage or loss in transit a) The risk in the Goods shall pass to the Buyer upon such dispatch and the Seller is not responsible for damage or loss in transit. b) In the event of non-receipt of goods by the Buyer within 7 days of dispatch, advice or invoice (whichever is earlier) the Buyer shall notify the Seller immediately in writing, email or fax. c) If the Buyer fails to comply with the provisions of sub-clause 9b) the Buyer shall be liable to pay for the Goods which are the subject of the contract as though they had been delivered in full.
10. Fitness for purpose, technical advice and specifications a) The Buyer shall determine the fitness for purpose of the Goods for the Buyer’s intended use and assume all risk and liability in this respect. b) The Seller at the request of the Buyer, may, but without obligation to do so, furnish technical advice or assistance or make recommendation with reference to the use of the goods or materials sold hereunder, on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyer’s risk and the Seller shall not be liable for any loss, damage costs or claims arising therefrom. c) The Seller is not responsible for the consequences of any inadequacies, inaccuracies or other deficiencies in any drawing, specification or other information provided by the Buyer to the Seller.
11. Force Majeure If the Seller is prevented (either directly or indirectly) from making delivery of the Goods or any part thereof by reason of Act of God, war, strike, lockouts, industrial disputes, fires, explosions, failure of sources of supply of materials, shortage or delay in obtaining fuel supplies, interruption of transport, Government action or any other cause whatsoever outside the Seller’s reasonable control, the Seller shall be under no liability whatsoever to the Buyer.
12. Title of goods and risk a) The title to the Goods shall remain vested in the Seller and shall not pass to the Buyer until the Seller has received payment of the Price in full (including all applicable taxes) and no other sums are due from the Buyer to the Seller. b) So long as title in the Goods remains vested in the Seller, the Seller shall be at liberty at any time to retake possession thereof and for that purpose to enter upon the premises of the Buyer or any other premises where Goods may be. c) Notwithstanding that title has not passed to the Buyer, the Buyer shall be at liberty to re-sell the Goods, but any such resale shall be deemed for account of the Seller and any proceeds thereof, whether received from the Sub-Buyer or from any Assignee of the debt due from the Sub-Buyer shall be held by the Buyer on behalf of the Seller until such time as the Price shall have been paid in full. d) If, prior to the passing of the title therein, the Buyer shall process the Goods or mix them with other goods, ownership of the processed or mixed goods shall forthwith vest in the Seller and shall remain so vested until such time as the Price is paid in full. e) Risk shall pass on the dispatch of the goods.
13. Liability a) The Goods shall be manufactured and supplied in accordance with the description contained in the Seller’s catalogue or Order Confirmation and manufactured in accordance with all applicable British or ISO Standards which relate specifically to the Goods or to such other standards and/or certification requirements as our set out on the Order Confirmation. b) The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods. c) The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that such discrepancy in quantity shall not exceed 5% and the Price shall be adjusted pro rata to the discrepancy. d) The Buyer shall inspect the Goods on delivery and shall within 7 days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description.. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods. e) The Buyer shall make any request for a copy of the Proof of Delivery within 7 days of dispatch of the Goods. f) The Seller warrants that the Goods shall match the description as set out in the Order Confirmation and shall be and shall remain of satisfactory quality for a period of 12 months from the date of dispatch. If the Goods are not in accordance with this warranty for any reason (other than damage in transit which under these terms and conditions is not the liability of the Seller) the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such Goods or, if the Seller shall elect, by refunding a proportionate part of the Price save that the Seller’s liability shall in no circumstances exceed 20% of the Price g) The Seller shall be under no liability whatsoever to the Buyer for any claim of any nature notified more than 12 months following dispatch of the Goods h) The Seller shall be under no liability whatever at any time to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of or in connection with a breach by the Seller of any contract with the Buyer. i) Save as otherwise provided in these terms and conditions all warranties and conditions whether implied by statute or otherwise are excluded from the contract provided that nothing in these terms and conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as consumer.
14. Third party intellectual property rights Where goods are supplied to the Buyer’s drawings, designs or specification the Buyer warrants that the manufacture, supply or sale by the Seller shall not infringe any third party’s Patent or Registered Design or Copyright or other intellectual property rights and shall indemnify the Seller against all liability for any such infringement and against all actions, proceedings, claims, costs, demands and expenses in relation thereto.
15. Cancellation a) The Seller may cancel the contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation. b) The Buyer may cancel the contract at any time before all of the Goods are delivered by giving written notice. On giving such written notice: (i) the Seller shall cease to be bound to deliver and the Buyer shall cease to be bound to receive delivery of any further Goods; (ii) The Buyer shall remain bound to pay that part of the Price which relates to Goods which have been delivered and shall pay a handling charge in relation to all Goods which have not been delivered. The handling charge shall be calculated by reference to the expenses and losses occasioned to the Seller including the cost to the Seller of the Goods which are the subject of the cancellation (less any reasonable resale value), transport and crane hire. The handling charge shall not be less than 20% of the value of the Goods which are the subject of the cancellation.
16. Proper Law These Conditions and all contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of England and Wales and be subject to the exclusive jurisdiction of the English Courts.
E & OE June 2006