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6.
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Cancellation of Orders and Return of Goods
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6.1
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The Customer can only cancel an Order (or any part of an Order) which the Company has already accepted, with the Company's prior agreement in writing and provided that the Customer indemnifies the Company in full in terms established by the Company. The Company is not bound to agree to any such cancellation and may complete such Order even if the Customer purports to cancel it.
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6.2
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The Customer does not have the right to cancel an Order (or any part of an Order) or return Goods, where the Goods supplied by the Company are manufactured to the particular specifications of the Customer and the Customer has provided the wrong specifications to the Company when ordering Goods.
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6.3
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Goods, once delivered, may not be returned unless their return is agreed in advance in writing by the Company, and subject to the following conditions:
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6.3.1
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Goods are returned in a new and unused condition;
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6.3.2
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Returns are made within 3 weeks of delivery of those Goods, all transport and other re-delivery costs of whatever nature are paid by the Customer; and
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6.3.3
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Returned goods shall be accompanied by a written record of invoice number, returns number, date and a note of reasons for their return.
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6.4
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The Company disclaims any risk or liability for any returns of Goods whilst in transit to the Company.
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7.
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Passing of Risk and Legal Title
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7.1
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The Goods shall be at the risk of the Customer from the time of delivery.
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7.2
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Full legal, beneficial and equitable title to and property in the Goods shall remain vested in the Company (even though they have been delivered and risk has passed to the Customer) until:
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7.2.1
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payment in full, in cash or cleared funds, for all the Goods has been received by the Company; and
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7.2.2
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all other money payable by the Customer to the Company on any other account or under the Contract or any other contract has been received by the Company.
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7.3
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Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer:
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7.3.1
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the Customer shall hold the Goods on a fiduciary basis as the Company's bailee;
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7.3.2
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the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to the Company, and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by the Company) and are clearly identifiable as belonging to the Company and the Company shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving the Customer reasonable notice of its intention to do so;
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7.3.3
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the Company may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to the Company and the Company may repossess and resell the Goods if any of the events specified in Condition 14 occurs or if any sum due to the Company from the Customer under the Contract or on any other account or under any other contract is not paid when due;
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7.3.4
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for the purposes of this Condition 7 the Company, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice;
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7.3.5
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the Company shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer; and
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7.3.6
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the Company hereby authorises the Customer to use and/or sell the Goods in the normal course of the Customer's business and to pass good title in the Goods to its customers, if they are purchasers in good faith without notice of the Company's rights. This right shall automatically cease on the occurrence of any event set out in Condition 14 and/or if any sum owed to the Company by the Customer is not paid when due. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for the Company and shall immediately pay the proceeds of the sale into a separate bank account. At the Company's request, the Customer shall assign to the Company all claims that the Customer may have against purchasers of the Goods from the Customer.
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7.4
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The Company's rights and remedies set out in this Condition 7 are in addition to and shall not in any way prejudice, limit or restrict any of the Company's other rights or remedies under the Contract or in law or equity.
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8.
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Contract Price
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8.1
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Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set in the Order Acknowledgement which will be sent by facsimile, post or electronically
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8.2
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The quoted price may be varied by the Company in accordance with variations but will not result in any right by the Customer to cancel the Contract.
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8.3
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Unless otherwise agreed in writing the price for the Goods shall be exclusive of any value added tax or other similar taxes or levies and all costs or charges in relation to packaging, labelling, loading, unloading, and insurance all of which amounts the Customer will pay, where appropriate, in addition when it is due to pay for the Goods.
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8.4
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Prices are subject to an appropriate charge for carriage (including mainland UK) for consignments and consignments under £100 also incur a £10 small order charge. This may change without prior notification.
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9.
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Payment Terms
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9.1
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Payment of the price for the Goods and/or Services is due 30 days after the earlier of:
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9.1.1
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delivery of Goods or provision of Services; or
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9.1.2
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the date of invoice.
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9.2
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Time for payment shall be of the essence.
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9.3
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No payment shall be deemed to have been received until the Company has received cleared funds.
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9.4
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Notwithstanding any other provision, all payments payable to the Company under the Contract shall become due immediately upon termination of this Contract for whatever reason.
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9.5
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The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
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9.6
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If payments received from the Customer are not stated to refer to a particular invoice, the Company may appropriate such payment to any outstanding invoice addressed to the Customer from the Company.
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9.7
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No indulgence granted by the Company to the Customer concerning the Customer's obligations under this Clause 9 shall be or be deemed to be a credit facility but if any such facility is granted to the Customer by the Company, the Company may withdraw it at its sole discretion at any time.
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9.8
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If any sum due from the Customer to the Company under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Company shall become due and payable immediately and, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
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9.8.1
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cancel or suspend its performance of the Contract or any order including suspending deliveries of the Goods and suspending delivery of any other goods to the Customer and until arrangements as to payment or credit have been established which are satisfactory to the Company;
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9.8.2
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appropriate any payment made by the Customer to such of the Goods (or any goods supplied under any other contract between the Customer and the Company) or as the Company may think fit;
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9.8.3
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require the Customer to pay for Goods prior to their despatch or collection from the Company's place of business; and
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9.8.4
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charge the Customer:
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9.8.4.1
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interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the base lending rate of HSBC Bank prevailing from time to time until payment is made in full; and
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9.8.4.2
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The cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
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