Updated 8th July 2021
"The Company" means Triple E Ltd, or any associated or subsidiary company. "The Buyer" means the person, firm or company to whom the goods are sold or hired.
1. (A) The prices quoted in the Company's Price List do not include any charge for handling or delivering goods. The Company shall, when requested to do so, appoint a carrier to deliver to the Buyer, and charge at cost plus a reasonable additional charge for the service of packing, documentation and telephone expenses.
(B) For full account holding customers all sums become payable when the Buyer receives the invoice in respect of those sums and unless otherwise agreed our payment terms are strictly net, payable within thirty days of the invoice date.
(C) The Company reserves the right to charge interest at 4% per annum above bank lending rate on all overdue accounts. Interest is deemed to accrue on a day to day basis from and including the date when payment falls due under Clause 1(B).
(D) The Company reserves the right to demand security for payment at any time before continuing with or delivering any order.
(E) When the Company quotes for a special order - that is, when the goods are made expressly to the Buyer's specification, then varied payment terms supplied with the quotation may apply.
(F) All Buyers are allocated a ProForma account for their first and subsequent purchases whereby all orders must be paid for in full in cleared funds, and in advance of the Company processing the order.
(G) A Buyer may apply for a credit account at any time after their first order, at which point the Company will undertake due diligence. A credit account and the terms and credit limit of said account are allocated at the Company’s discretion and may be altered at any time. The Buyer will be informed of any changes in writing.
(H) By purchasing goods from the Company the Buyer agrees to the Company using details of the order for PR and Marketing purposes unless covered by other non-disclosure agreements or unless otherwise agreed.
(I) The Company reserves the right to share debtor information with our bank and/or financial service provider.
2. (A) Unless the Buyer has previously notified the Company in writing of a delivery address, all items which the Company is to supply will be delivered to the Buyer's address, if known, on EXW terms. In the absence of such an address, or where the Buyer has previously arranged to collect the goods from the Company, delivery is deemed to take place at the Company's premises. The Buyer must collect the goods between 9 am and 5 pm, Monday to Friday, unless otherwise agreed.
(B) Delivery dates mentioned in any quotation, order or other document are approximate only and not of any contractual effect.
(C) The Company will engage the services of a third-party shipper/courier for both domestic and international shipments on DAP terms. Domestic shipments will be arranged for next day delivery however this cannot be guaranteed. The Buyer must allow 7 working days for deliveries to be made and must not contact the Company regarding a late delivery until this period is up.
(D) Late performance does not entitle the Buyer to do any of the following:
- reject the goods; or
- terminate the contract; or
- withhold payment of any part of the contract price; or
- recover any costs incurred through delay or failure to deliver from the Company
(E) The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
(F) Delivery is deemed to have been completed when the Buyer collects the goods from the Company, or when the goods are marked as delivered by the Company’s nominated third-party shipper/courier.
(G) If the Buyer fails to take or accept delivery of the Goods the Buyer will be liable for the Company’s reasonable costs and expenses.
(H) All deliveries will be covered by INCOTERMS 2020, unless otherwise agreed.
3. (A) The Buyer is under a duty to inspect the goods on delivery (or on collection by the Buyer if appropriate) whenever it is possible to do so.
(B) If inspection is impossible the Buyer must write on the delivery (or collection) note "goods not examined".
(C) The Buyer shall notify the Company in writing of any short delivery or any defects reasonably discoverable on careful examination. Such notification must be received by the Company within 7 days commencing with the day of the Buyer's receipt of the goods. In the absence of such notification the Company excludes all liability in respect of such short delivery or such defects.
(D) The Company is not liable for any damage in transit of goods collected from our premises by the Buyer.
4. Subject to Clause 3 above the Buyer acknowledges that they have examined the goods and satisfied themself from the examination that:
(i) the goods are of merchantable quality and
(ii) the goods are fit for his purpose in reliance on his own skill and judgement, and that he has not relied for this purpose upon the skill or judgement of the Company unless specifically agreed otherwise and in writing between the parties hereto.
5. If the Buyer:
(A) being a Company
(i) has a petition presented for its winding up; or
(ii) passes a resolution for voluntary winding up (other than for the purposes of a bona fide amalgamation or reconstruction); or
(iii) compounds with its creditors; or
(iv) has a receiver appointed of all or any of its assets; or
(B) being an individual
(i) becomes bankrupt or insolvent; or
(ii) enters into any arrangement with his creditors; or
(C) in either case commits a serious breach of this agreement (and in the case of such a breach being remediable, fails to remedy it within seven days after receiving notice to do so) then the Company may treat the contract as being at an end. A breach of this nature is to include:
(i) Removing the Company’s branding from any and all goods.
(ii) Promoting or selling the Company’s products or designs as belonging to the Buyer.
6. (A) The Company accepts no liability for any failure to deliver the goods arising from circumstances which are outside the Company's control.
(B) Non-exhaustive illustrations of these circumstances are Acts of God, war, riots, explosions, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
(C) If the Company is prevented from delivering in the above circumstances it shall notify the Buyer of the fact in writing within 10 days commencing on the due delivery date.
(D) If the circumstances preventing delivery are still continuing 3 months from and including the date the Company send such notice, then either party may give written notice to the other cancelling the contract. Such written notice must be received whilst the circumstances are still continuing.
(E) If the contract is cancelled in this way the Company shall refund any payment which the Buyer has already made on account of the price (subject to the deduction of any amount which the Company is entitled to claim from the Buyer) but the Company accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.
7. (A) Where the work/services/project extend over more than one invoice period, each invoice raised shall be deemed to be a separate contract and the Client shall pay in full the amount payable under the invoice raised, notwithstanding any rights which the Client may claim in respect of any other services under any other contract between the parties.
8. (A) Contracts may be cancelled only with the Company's written consent and on terms which would indemnify the Company for all loss including but without limitation;
(i) the full cost of parts manufactured or in the course of manufacture less scrap value
(ii) the full cost of raw material in stock less scrap value
(iii) any cancellation charge suffered by the Company in relation to the cancellation of outstanding raw material commitments relating to the contract
All orders are subject to the Company receiving any necessary licence to purchase or use and to the Company being able to obtain raw material.
9. (A) Risk in the goods shall pass to the Buyer after the goods are delivered to, or collected by, the Buyer or his agent.
(B) Notwithstanding risk in the goods passing in accordance with clause (A) hereof title in the goods shall not pass to the Buyer until whichever shall be first of the following:
(i) payment being received by the Company for the goods and no other amounts then being outstanding from the Buyer to the Company in respect of other goods supplied by the Company;
(ii) the Buyer selling the goods in accordance with the provisions of these terms and conditions in which case the title to the goods shall be deemed to have passed to the Buyer immediately prior to delivery of the goods to the Buyer's consumer, and;
(iii) the Company waiving its right under clause (ii) in respect of specified goods whereupon title to the said goods shall forthwith vest in the Buyer.
(C) Before title has passed to the Buyer under the terms of sub-clause (B) above and without prejudice to any of its other rights the Company shall have the right to recover or resell the goods or any of them and its servants or agents may enter upon the Buyer's premises for that purpose.
(D) Should the Buyer alter the goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way then the resulting product ("altered goods") will pass into the ownership of the Company until payment due under all contracts between the Company and the Buyer has been made in full and all the Company's rights hereunder shall extend to the altered goods.
(E) Until payment due under all contracts between the Buyer and the Company has been made in full:
(i) the Buyer shall hold upon trust for the Company the goods and altered goods;
(ii) in the event of the sale or hire of the goods or altered goods by the Buyer he shall hold the proceeds of such sale or hire on trust for the Company in a separate bank account opened by the Buyer for this purpose;
(iii) the Company shall be entitled to trace all such proceeds of sale or hire charges received by the Buyer through any bank or other accounts maintained by the Buyer;
(iv) in the event of the sale or hire of the goods or altered goods by the Buyer in the ordinary course of its business the Buyer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.
(F) As the insurance risk in the goods shall pass to the Buyer as soon as the goods are delivered to them or to their order and pending disposal the Buyer shall keep the goods insured in the amount of the price at which the goods are sold to the Buyer against all insurable risks, at the Buyer’s cost.
(G) If goods are destroyed by an insured risk prior to the same being paid for the Buyer shall receive the proceeds of such insurance as trustee for the Company.
10. (A) Warranty for goods is one year from date of supply in the case of goods for sale and two years for motors manufactured by the Company, and is limited to the right to repair or, if mutually agreed in writing, by a reduction in price. The Company’s subcontractor’s warranties apply for bought in parts. Any claim for damages of any kind including consequential damages is specifically excluded unless gross negligence is proven on the part of the seller.
(B) Apart from those terms set out above no other terms, express or implied, statutory or otherwise, form part of the contract except where the Buyer deals as a consumer within Section 12 of the Unfair Contract Terms Act 1977 when the terms set out in sections 13, 14 and 15 of the Sale of Goods Act 1979 are implied into the contract.
11. The contract shall in all respects be construed and operate in conformity with English law. If any of these conditions or part thereof are rendered void or unenforceable by any legislation to which it is subject it shall be so void and unenforceable to that extent and no further.