Terms & Conditions
Terms & Conditions
"The Seller" means TOMPS ON-Line Limted "The Purchaser" means the person, firm or company to be supplied with the Goods by the Seller. "Goods" means the goods, materials and/or other items to be supplied pursuant to the Contract. "The Contract" means the contract of sale and purchase of certain Goods made between the Seller and the Purchaser to which these conditions shall apply and which shall include any order issued hereunder.
THESE CONDITIONS SHALL PREVAIL OVER ANY INCONSISTENT TERMS OR CONDITIONS REFERRED TO IN THE PURCHASER'S ORDER OR IN CORRESPONDENCE OR ELSEWHERE UNLESS SPECIFICALLY AGREED TO IN WRITING BY BOTH PARTIES AND ANY CONDITIONS OR STIPULATIONS TO THE CONTRARY ARE HEREBY EXCLUDED OR EXTINGUISHED.
Quotations by the Seller shall not constitute an offer and the Seller reserves the right to withdraw or amend the same at any time prior to acceptance of the Purchaser's order.
The prices payable for the Goods shall be those charged by the Seller at the time of despatch so the Seller shall have the right at any time to revise quoted prices to take account of increases in costs including (without limitation) costs of acquisition of raw materials and of carriage.
5. TERMS OF PAYMENT
Payment of invoices shall be made on the due date agreed for your account, by COD, BACS, Credit or Debit Card or in cash. The Seller reserves the right to charge interest on overdue accounts at the rate of 5% above that of Barclays Bank Plc bas rate to run from the due date for payment thereof until receipt by the Seller of the full amount due either before or after judgement. The seller reserves the right to charge a 2.5% levy on account payments made by credit card.
6.1 Time not being of the essence of the contract delivery dates mentioned in any quotation or acceptance from or elsewhere are approximate only and not of any contractual effect. The Seller shall not be under any liability to the Purchaser in respect of delay in delivery howsoever rising.
6.2 In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the Contract the Seller shall be entitled at his option both to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract. The Seller shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and the Purchaser shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure.
6.3 Subject to the provisions of clause 6.4 (where appropriate) the Goods shall, unless delivered by the Sellers own transport or by a carrier on behalf of the Seller be deemed to have been delivered and risk to have passed to the Purchaser upon transfer to the carrier named by the Purchaser or (in the case of delivery "ex works") upon the Seller notifying the Purchaser that the Goods are available for collection.
6.4 In any case there Goods are sold CIF or FOB or on the basis of any other international trade term the meaning of such term contained in Incoterms (1953) shall apply as if expressly incorporated herein except insofar as any part of the same may be inconsistent with any of the provisions contained in these Conditions.
6.5 In the case of any sale of goods FOB the Seller shall be under no obligation to give to the Purchaser the notice specified in Section 32(3) of the Sale of goods Act 1979.
6.6 In the case of the Contract or any order involving more than one delivery if default is made in payment of the due date the Seller shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.
7.1 Notwithstanding delivery and the passing of risk in the Goods title to the Goods shall pass to the Purchaser upon payment in full of the invoice price and ownership of the Goods shall remain with the Seller until the Seller has received in cash or cleared funds payment in full. The Seller reserves the right to dispose of the Goods until payment in full for all of the Goods has been received by the Seller in accordance with the terms of this Contract.
7.2 Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time the Purchaser shall be entitled to re-sell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, properly stored, protected and insured.
7.3 If such payment is overdue in whole or in part the Seller may without prejudice to any of its other rights to recover or re-sell the goods or any of the Goods and may, enter upon the premises of the Purchaser or any third party where the goods are stored by its servants or agents for that purpose.
7.4 Such payments hall become due immediately upon the commencement of any act, claim, demand or proceeding in which the solvency of the Purchaser is involved as referred to in clause 13.1
The seller shall be deemed to have fulfilled his contractual obligation in respect of any delivery notwithstanding the fact of the quantity delivered being up to ten per cent more or less than the quantity specified in the Contract and in such even the Purchaser shall pay for the actual quantity delivered.
9. SPECIFICATION BY THE PURCHASER
9.1 The purchaser shall indemnify and keep indemnified the Seller against all claims, costs, damage and expenses incurred by or for which the Seller may become liable as a result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Purchase involving any infringement of any intellectual property right vested in another person, firm or company.
9.2 The sale of Goods shall not by implication or otherwise convey any licence under any patent relating to the product or composition thereof and the Purchaser expressly assumes all risks of patent infringement by reason of the Purchasers us of sale of the Goods singly or in combination with other materials or in any processing operation whatsoever.
9.3 The Purchaser warrants that any design or instructions furnished or given by him shall not be such as will cause the Seller to infringe any letters patents, registered design, trade mark or trade name in the execution of the Contract.
9.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or there the Goods are to be supplied to the Suppliers specification, which do not materially affect their quality or performance.
10.1 THE PURCHASERS ATTENTION IS DRAWN IN PARTICULAR TO THE WHOLE OF CLAUSE 10
10.2 The Seller shall not be liable for any shortage in quantity delivered nor for any defect in the quality, nature or condition of the Goods nor for the failure of the Goods to comply with any specification unless a claim in writing shall have been lodged with the Seller and Purchaser.
(a) In the case of shortage, within three days of delivery and
(b) In the case of defects, within seven days of delivery in this respect the Purchaser is obliged to check the quality, safety and all other properties of the Goods and to fold the Seller harmless against any claims and in the event no such claim is lodged the Purchaser shall not be entitled to reject the Goods and the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10.3 All goods supplied by the Seller leave our depot contamination free. The Purchaser deems to accept them as such when taking delivery. The Purchaser is obliged to check the Goods on delivery and indemnify and keep indemnified the Seller against any claims, demands, or proceedings in respect of the quality and safety of the Goods in the possession of the Purchaser.
10.4 In the event of any shortage, defect or failure as aforesaid the Seller shall make good the shortage and/or at the Sellers sole discretion, replace free of charge any goods found to be defective by reason of faulty material or workmanship provided that as a condition thereof the Seller may require that the Goods concerned are returned to the Sellers works carriage paid within one month of discovery of the defect.
10.5 Except in respect of death or personal injury caused by the negligence of the Seller (being negligence defined by section of the Unfair Contract Term Act 1977) the liability of the Seller to the Purchaser by reason of any representation implied warranty or other term or any duty under common law or under any contract for any consequential loss or damage (whether for loss of profit or otherwise) costs claims or expenses or for any other loss damage or injury whatsoever which may arise for the suitability of the Goods defective material, faulty workmanship or otherwise shall in no case exceed the invoice value of the Goods delivered from which the loss or damage arises.
10.6 Any information or recommendation by the Seller in relation to the Goods is given in good faith but the Seller shall not be liable to the Purchaser in respect of any loss or damage arising there from howsoever caused.
10.7 It is the sole responsibility of the Purchaser to ensure goods are fit for their intended purpose. The Seller will not offer warranty against failure of the Purchaser to ensure this clause is met.
11. LICENCES AND CONSENTS
If any licence or consent of any government or authority shall be required for the purchase or importation of the Goods by the Purchaser, the Purchaser shall obtain the same as its own expense and if necessary or so required produce evidence of the same to the Seller on demand.
12. FORCE MAJEURE
The Seller shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the Seller being prevented hindered or delayed in the manufacture of the Goods or their delivery by normal route or means of delivery by reasons of any of God, riot, strike, lockout, trade dispute or labour disturbances, accident, breakdown of plant machinery, fire, flood, difficulty in obtaining workman, materials or transport or other circumstances whatsoever outside the control of the Seller.
13.1 The Clause applies if;
13.2 The Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or ( being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) ; or
13.3 An encumbrancer take possession, or a receiver is appointed, or any of the property or assets of the Purchaser ; or
13.4 The Purchaser ceases, or threatens to cease, to carry on business ; or
13.5 The Seller reasonable apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly
13.6 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.7 The Seller which by the Contract is understood to mean all Companies forming part of the same group of Companies as the Seller has the right to set off any sums receivable from the Purchaser (which in this respect is also understood to mean all Companies forming part of the same group of Companies as the Purchaser) against any sums payable to the Purchaser.
All laths are produced from imported kiln dried timber. The description and sizes of all laths are nominal and are not guaranteed to be exact.
The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the contract shall not be deemed to be waivers of any such right not operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by prepaid first class post, telex, fax transmission or telegraph addressed to the party concerned at its principle place of business or last known address.
Headings to any of these conditions are included to facilitate reference only and shall not affect the construction hereof.
If any provisions of these conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
19. GOVERNING LAW
The Contract shall be governed by and construed and interpreted in accordance with the laws of England and for the purpose of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the English Courts.
The Statutory regulations of the implementation of the convention concluded at The Hague on 1st July 1974 relating to a uniform law on the international sale of Goods shall not be applicable to this contract.
20. SET OFF
Seller, which in this respect is also understood to mean all companies forming part of the same group of companies as Seller has the right to set off any sums receivable from the Purchaser, which in this respect is also understood to mean all companies forming part of the same group of companies as Buyer, against any sums payable to the Purchaser.
21. MATERIAL & SAFETY DATA SHEETS
All MSDS for CoSHH and Technical Sheets are available by electronic delivery means. All products have their respective data sheets attached directly to the item on our electronic store. Telephone orders, Fax Orders, Mail Orders and Electronic Web Shop Orders must all download the applicable data prior to using the product and carry out Risk Assessments to comply with HSE regulations. It is the responsibility of the purchaser to obtain the sheets electronically. In the case of no method of retrieval, the Purchaser shall contact the Seller and request paper based copies, for which there may be an administrative charge.