1. In these terms and conditions of sale, the Company means any member Company of The Northern Lighting Company and the buyer means any person firm or Company to whom the Company agrees to sell goods.
2. These terms and conditions shall prevail in respect of any contract entered into by the Company, notwithstanding others accepted as custom of trade or incorporated in any specification or order by the buyer, whether written or verbal and whatever the respective dates, unless a variation of these terms and conditions is specifically agreed by the Company in writing. Any such amendment in order to be effective must specifically state that it is intended as an amendment of these Conditions.
3. All prices quoted are subject to confirmation at the time of ordering and such prices may be varied upwards or downwards by the Company so far as is reasonable to take account of the market and other conditions prevailing at the date of delivery and the buyer shall pay such revised price. For the purpose of this condition ‘market conditions’ shall include (but shall not be limited to) any variation in the cost of goods and materials and/or wages and/or transport.
4. Unless otherwise stipulated in the quotation or agreed by us in writing, the buyer shall pay for the goods no later than the last day of the month following the date of invoice. The Company reserves the right to surcharge overdue accounts with interest at a rate off 1.1/2% per month above the Bank base rate.
5. The copy of the delivery note(s) must be signed on receipt of the goods.
6. Any short delivery of goods or any damaged goods delivered, or any defective goods delivered or any non-delivery or mis-delivery of goods of any kind whatsoever must be notified to the Company within 3 days. The liability of the Company for the same shall be limited to (at its option) making up the shortage, replacing any damaged or misdelivered goods or allowing the buyer credit in respect thereof. In no circumstances (and without prejudice to the foregoing) shall such shortage or misdelivery allow the buyer to cancel or vary the contract.
7. The Company’s liability for goods found to be defective is limited to free replacement; subject thereto it shall not be liable for any loss, damage costs or expense howsoever caused, and whether consequential or otherwise, arising from the use of the goods or generally in connection therewith.
8. Delivery commitments are entered into in good faith but without legal commitment and the Company shall not be liable for failure to deliver on any specified dates, A buyer who accepts goods delivered after an agreed or estimated delivery date shall be deemed for all purposes to have waived the said delivery date. Time is not of the essence. When goods are offered for delivery to site the Company’s obligation is to deliver as near to the site as a safe hard road permits and no further. The buyer will provide free of charge the labour required for unloading.
9. When goods are offered and supplied to the buyer’s own design or specification no warranty is given or implied as to their suitability for any particular purpose notwithstanding that such purpose may be known or made known to the Company.
10. Items ordered specially or manufactured to the buyer’s specification cannot be subject to cancellation. Other goods may be returned with the Company’s writer consent providing such goods are in a resalable condition. In such circumstance’s the Company will impose a handling charge of 10% if goods are delivered to the Company and of 20% if the Company collect the goods or such higher percentage as may be applied to the Company by its manufacturer or supplier.
11. All quotations for materials ex stock are subjected to availability on receipt of order.
12. All quotations are subject to acceptance of the whole unless the Company agrees specifically to any deductions or differences in quantities or specifications of the goods to be supplied.
13. The risks in the goods shall pass to the buyer on delivery. The buyers will arrange adequate insurance cover on such goods. The Company shall be entitled to the benefit of this insurance cover in respect of goods in which it retains title under clause 14.
14. (a) The title to all goods delivered to the buyer shall remain in the Company until such time as the Company shall receive payment in full for those goods. If the buyer is in default of payment for those goods or if payments from the buyer to the Company of whatever nature or for whatever goods are past due in accordance with either clause 4 or clause 15 or otherwise then the Company shall have the right at any time and without notice to repossess or recover. Any acceptance of delivery to the buyer of the Company’s goods shall be deemed to constitute or renew the grant of a license to the Company to enter upon the buyer’s premises for the purpose of such repossession or recovery and the grant or renewal of the buyer’s authorization to the Company to enter premises of others in the capacity as the buyer’s agent in so far as the buyer has a right to so enter. Note: This clause is not intended to create a charge over the buyer’s goods; it simply ensures that the Company retains title in its goods unless and until the Company receives payment and defines the time at which property in the goods passes under every contract between the Company and the buyer.
(b) In the event of any goods supplied by the Company being re-sold before the property therein has passed to the buyer in accordance with the preceding sub-paragraph (a) of this condition, but in circumstances wherein the purchaser from the buyer acquires title to the goods, the proceeds of such resale, or the right thereto, shall be deemed to be held in trust for us and kept in a separate account, but without prejudice to any other rights which we may have, until such time as all such indebtedness as is mentioned in the said sub-paragraph (a) has been discharged.
15. Company shall be relieved of its obligations under any contract for the supply of goods whenever and to the extent to which the fulfilment of such obligations is prevented frustrated or impeded as a consequence of any cause beyond the Company’s reasonable control including but not limited to fire, explosion, storm, flood, strikes, shortages of supplies of goods, materials or essential services (including transportation or its breakdown), and In any such circumstances the Company shall be under no liability for loss or injury (including consequential loss) suffered by the buyer thereby.
16. If the buyer, being a company, shall pass a resolution or suffer an order of a court to be made for winding-up or if a receiver be appointed or, being an individual or partnership, shall suspend payment or purpose or enter into any composition with creditors or suffer a receiving order in bankruptcy or, in either case, fail to take delivery or pay for any goods in accordance with the terms of the contract, then we may, without prejudice to any other right conferred In these conditions or by the general law, rescind the contract or suspend or cancel delivery. Additionally, on the happening of any of the above events, payment for all goods delivered becomes immediately due and payable such that the Company is entitled to exercise its rights under Clause 14 hereof.
17. The giving of time by the Company to the buyer or the neglect or forbearance of the Company by the buyer or any permitted variation of these terms and conditions or the terms of payment on any particular occasion or occasions shall not in any way prejudice or affect the enforceability of these terms and conditions or the Company’s terms of payment on any occasion or occasions.
18. If any of these terms and conditions or any part thereof is rendered void by any legislation to which it is subject or by a judicial decision it shall be unenforceable only so far as such legislation or decision shall dictate and no further. Such enforceability shall in no way affect the remainder of these terms and conditions.
19. You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs, including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to us if any, following any breach by you of any of your obligations under these terms.