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Industrial Trading Solutions Limited
6 Station Road
Coleshill
Birmingham
B46 1HT

Tel: 01675 465191
Fax: 01675 464429

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Industrial Trading Solutions Limited Terms And Conditions

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Terms of Trading

1 Business customers and consumers
1.1 Some of these terms apply to consumers only; some apply to business customers only.
Those terms are marked as such.
1.2 All other terms apply to all customers.
1.3 You are classified as a business customer if you indicate to us that the goods supplied by
us will be used in the course of your business or if you use the goods in the course of your
business.
1.4 If you are not a business customer, you are a consumer. You have certain statutory rights
as a consumer which are not affected by these terms. Contact your local trading
standards office for more information. Words in italic type are legal words which clarify,
rather than alter, the meaning of the relevant clause.
2 Price
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate
applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Business customers: unless otherwise stated, the price quoted to business customers is
an illustrative estimate only and the price charged will be our price current at the time of
delivery.
2.5 Business customers: rates of tax and duties on the goods will be those applying at the
time of delivery.
2.6 Business customers: at any time before delivery we may adjust the price to reflect any
increase in our costs of supplying the goods.
3 Delivery
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel
the contract, however:
3.2.1 you may not cancel if we receive your notice after the goods have been
dispatched; and
3.2.2 if you cancel the contract, you can have no further claim against us under
that contract.
3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis
that you have no claim against us for delay (including indirect or consequential loss, or
increase in the price of the goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate
contract.
3.5 We may decline to deliver if:
3.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do
so; or
3.5.2 the premises (or the access to them) are unsuitable for our vehicle.
4 Risk
4.1 The goods are at your risk fromthe time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (if you are collecting themor arranging carriage); or
4.2.2 at your premises or address specified by you (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you
must write to tell us within five days of delivery or the expected delivery time. You must
give us (and any carrier) a fair chance to inspect the damaged goods.
5 Payment terms
5.1 You are to pay us in cash or in cleared funds on | prior to | delivery, unless you have an
approved credit account.
5.2 Business customers: If you have an approved credit account, payment is due no later
than 30 days after the date of our invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full onthe due date we may:
5.3.1 suspend or cancel future deliveries;
5.3.2 cancel any discount offered to you;
5.3.3 charge you interest at the rate set under s.6 of the Late Payment of
Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until
payment;
b. compounded on the first day of each month; and
c. before and after any judgment (unless a court orders otherwise);
5.3.4 claim fixed sumcompensation fromyou under s.5A of that Act to cover our
credit control overhead costs; and
5.3.5 recover (under clause 5.8) the cost of taking legal action to make you pay.
5.4 If you have an approved credit account we may withdraw it or reduce your credit limit or
bring forward your due date for payment. We may take any of these actions at any time
and without notice.
5.5 Business Customers: you do not have the right to set off any money you may claim from
us against anything you may owe us.
5.6 Consumers: you may only set off money you claim from us against money you owe us
with our written agreement and on such terms as we may state.
5.7 While you owe money to us, we have a right to keep any property we may hold of yours
until you have paid us in full (a lien).
5.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we
may incur (directly or indirectly and including finance costs and legal costs on a full
indemnity basis) following any breach by you of any of your obligations under these terms.
5.9 Consumers: clause 5.8 means that you are liable to us for losses we incur because you
do not comply with these terms. We may claimthose losses from you at any time and if
we have to take legal action we will ask the court to make you pay our legal costs.
6 Title
6.1 Consumers: your statutory rights are unaffected.
6.2 Business customers: until you pay all debts you may owe us:
6.2.1 all goods supplied by us remain our property;
6.2.2 you must store themso that they are clearly identifiable as our property;
6.2.3 you must insure them (against the risks for which a prudent owner would
insure them) and hold the policy on trust for us;
6.2.4 you may use those goods and sell them in the ordinary course of your
business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
6.3 Business customers: you must inform us (in writing) immediately if you become
insolvent.
6.4 Business customers: if your right to use and sell the goods ends you must allow us to
remove the goods.
6.5 Business customers: we have your permission to enter any premises where the goods
may be stored:
6.5.1 at any time, to inspect them; and
6.5.2 after your right to use and sell them has ended, to remove them, using
reasonable force if necessary.
6.6 Despite our retention of title to the goods, we have the right to take legal proceedings to
recover the price of goods supplied shouldyou not pay us by the due date.
6.7 You are not our agent. You have no authority to make any contract on our behalf or in our
name.
7 Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our acknowledgement of order form; and
7.1.2 are free frommaterial defect at the time of delivery (as long as you comply
with clause 7.4).
7.2 Business customers: we give no other warranty (and exclude any warranty, term or
condition that would otherwise be implied) as to the quality of the goods or their fitness for
any purpose.
7.3 Consumers: the warranty in clause 7.1 is in addition to your statutory rights.
7.4 If you believe that we have delivered goods which are defective in material or
workmanship, you must:
7.4.1 informus (in writing), with full details, as soonas possible; and
7.4.2 allow us to investigate (we may need access to your premises and product
samples).
7.5 If the goods are found to be defective in material or workmanship (following our
investigations), and you have complied with those conditions (in clause 7.4) in full, we will
(at our option) repair the goods replace the goods or refund the price.
7.6 We are not liable for any other loss or damage arising from the contract or the supply of
goods or their use, even if we are negligent, including (as examples only);
7.6.1 direct financial loss, loss of profits or loss of use; and
7.6.2 indirect or consequential loss
7.7 Our total liability to you (from one single cause) for damage to property caused by our
negligence is limited to two million pounds.
7.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in
damages to the price of the goods.
7.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting
fromnegligence.
8 Specification
8.1 If we prepare the goods in accordance with your specifications or instructions you must
ensure that:
8.1.1 the specifications or instructions are accurate;
8.1.2 goods prepared in accordance with those specifications or instructions will
be fit for the purpose for which you intend to use them; and
8.1.3 your specifications or instructions will not result in the infringement of any
intellectual property rights of a third party, or in the breach of any applicable
lawor regulation.
8.2 Business Customers:We reserve the right;
8.2.1 to make any changes in the specifications of our goods that are necessary
to ensure they conform to any applicable safety or statutory requirements;
and
8.2.2 to make without notice any minor modifications in our
specifications we think necessary or desirable.
9 Return of goods
9.1 We will accept the return of goods fromyouonly:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge (unless the goods were defective
when delivered) and
9.1.3 where the goods are as fit for sale on their return as they were on delivery.
9.2 We will not accept the return of any rubber parts fromyou.
10 Export terms
10.1 Clause 10 of these terms applies (except to the extent that it is inconsistent with any
written agreement between us) where we supply the goods over an international border or
overseas.
10.2 The Incoterms of the International Chamber of Commerce which are in force at the time
when the contract is made apply to exports, but these terms prevail to the extent that there
is any inconsistency.
10.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
10.4 Where the goods are to be sent by us to you by a route including sea transport we are
under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
10.5 You are responsible for arranging testing and inspection of the goods at our premises
before shipment (unless otherwise agreed). We are not liable for any defect in the goods
which would be apparent on inspection unless a claim is made before shipment. We are
not liable for any damage during transit.
10.6 We are not liable for death or personal injury arising fromthe use of the goods delivered in
the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act
1977).
11 Cancellation
11.1 You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then
apply).
11.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or
unfinished) that we may then hold (or to which we are committed) for the order.
11.3 We may suspend or cancel the order, by written notice if:
11.3.1 you fail to pay us any money when due (under the order or otherwise);
11.3.2 you become insolvent;
11.3.3 you fail to honour your obligations under these terms.
12 Waiver and variations
12.1 Any waiver or variation of these terms is binding in honour only unless:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may issue to
replace them). By placing an order with us, you are expressly waiving any printed terms
you may have to the extent that they are inconsistent with our terms.
13 Force majeure- business customers only
13.1 If we are unable to perform our obligations to you (or able to perform them only at
unreasonable cost) because of circumstances beyond our control, we may cancel or
suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism,
fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining
supplies.
14 General
14.1 English lawis applicable to any contract made under these terms. The English andWelsh
courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you is liable for all of your obligations under
these terms (joint and several liability).
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the enforceability of any other of these terms; and
14.3.2 if it would be enforceable if amended, it will be treated as so amended.
14.4 We may treat youas insolvent if:
14.4.1 you are unable to pay your debts as they fall due; or
14.4.2 you (or any itemof your property) becomes the subject of:
a. any formal insolvency procedure (examples of which include
receivership, liquidation, administration, voluntary
arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency
procedure; or
c. any application, procedure or proposal overseas with similar
effect or purpose.
14.5 Business customers: all brochures, catalogues and other promotional materials are to be
treated as illustrative only. Their contents formno part of any contract between us and you
should not rely on themin entering into any contract with us.
14.6 Business customers: any notice by either of us which is to be served under these terms
may be served by leaving it at or by delivering it to (by first class post or by fax) the other's
registered office or principal place of business. All such notices must be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third
Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statements upon which you may rely in making the contract with us are those
made in writing by someone who is (or whomyou reasonably believe to be) our authorised
representative and either:
14.8.1 contained in our estimate (or any covering letter) and not withdrawn before
the contract is made; or
14.8.2 which expressly state that you may rely on them when entering into the
contract.
14.9 Nothingin these terms affects or limits our liability for fraudulent misrepresentation.
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