1.1 In these conditions the following words have the following meanings unless the context requires otherwise:
“Contract” means any contract between you and us incorporating these conditions for the sale of goods
“Liability” means liability for any and all damages, claims, proceedings, actions awards, expenses, costs and any
other losses and/or liabilities;
“Goods” means any products and/or goods ordered from Us by You or to be supplied by Us to You;
“We Us Our” means Pendeford Metal Spinnings Limited t/a Pendeford Housewares (CRN: 01013760) registered office
at Neachells Lane Willenhall West Midlands WV13 3SF; and
“You Your Yourself” means the person, organisation or other legal entity whose order for Goods is accepted by Us.
2 Application Of Conditions
2.1 Unless otherwise agreed in writing by Us these Conditions (which supersede any earlier sets of conditions) shall apply
to and govern all contracts between Us and You and shall override any terms stipulated incorporated or referred to by
2.2 We shall not be bound by any oral condition, warranty, guarantee or representation made or purported to be made on
Our behalf unless the same is in writing and signed by an authorised representative of Ours.
2.3 You acknowledge that You do not reply on any representation and/or warranty that has not been made in accordance
with these Conditions.
2.4 All descriptions and illustrations contained in any of Our advertising or sales literature are intended for information only
and accordingly none of such particulars shall form part of the Contract between Us and You, and You are solely
responsible to Your customer for advice about selection, suitability, case and maintenance of any Goods supplied by
3 Orders and Contract
3.1 Quotations are estimates only and are not binding or capable of acceptance and are valid for a period of 30 days from
the date of the quotation. Quotations may be withdrawn by us at any time during this period by oral or written notice.
3.2 The Contract between You and Us shall come into effect on our acceptance of Your order as notified by Us to you in
writing by way of our formal order acknowledgement. We reserve the right to refuse to accept any orders placed for
Goods by You.
3.3 The production of any samples or test work shall be carried out by Us at your Cost unless otherwise agreed in writing.
3.4 If you approve a sample produced or test work performed by Us then You shall have no claim in respect of, nor any
right to reject, any Goods provided the Goods in question are of the same description, specification, suitability and
fitness for purpose as the sample and/or test work as appropriate.
4 Price and Payment
4.1 We shall be entitled to invoice Goods at the prices ruling at the date of despatch and We shall charge value added tax
at the rate prescribed at that date and any other tax or duty based on or related to the supply of Goods or services
(whether or not included in any quotation or invoice) for which We may be liable in respect of any Contract. We may
invoice each delivery of Goods and/or stage of Services separately and shall be entitled to render an invoice to you at
any time after the Goods have been ordered.
4.2 Except as otherwise agreed in writing prices are ex-works and You shall be liable to pay our charges (if any) for
transport, packaging and insurance.
4.3 We may increase Our prices in relation to the Goods which We have agreed to supply where the increase is to take
account of increases in costs, expenses and/or materials suffered by Us. You will be informed in writing by Us of any
increases in prices for the Goods not less than 30 days before such increase takes effect.
4.4 You may cancel without Liability any Contract in relation to which the price is to be increased provided that the notice
of cancellation is received by Us 10 days before the Goods are despatched.
4.5 If You do not cancel the Contract for the provision of the Goods within the specified time period then the price increase
shall take effect for the Goods ordered by You.
4.6 Unless otherwise agreed in writing in accordance with this Contract, our terms of payment are net cash within 30 days
from the date of invoice. Payment shall not be deemed to have been made until We have received either cash or
cleared funds in respect of the full amount outstanding. If you fail to make any payment in full on the due date We may
charge You any reasonable administration costs and/or interest (both before and after judgement) on the amount
unpaid at the rate of 2% above the base rate from, time to time of Our bank. Such interest to be compounded with
4.7 Any monies received by Us from You may be applied by Us at our option against any additional administrative costs
and/or interest charged prior to application against any principal sums due from You against which it may be applied in
4.8 You shall pay all sums due to us without any set-off, deduction, counterclaim or any other withholding of monies.
4.9 If any Services are cancelled or this Contract terminated or delivery and or performance is suspended before completion
of the Services We shall be entitled to be paid on a quantum meruit basis for that part of the Services performed.
We may invoice you accordingly and such monies shall be immediately due for payment.
5.1 Sizes, capacities and colours are descriptive and approximate only (unless otherwise agreed in writing) but are
accurate within the normal standards applicable in the industries. You are responsible for checking any quotations
given by Us to You and for satisfying Yourself that any specification given is accurate and adequate for the Goods.
5.2 We shall have no liability to You for any errors in any specification or details supplied by You and you are solely
responsible for their accuracy and You agree to indemnify in accordance with the terms of clause 9.1 below.
5.3 We reserve the right to make changes to the specification of the Goods and/or Services without notice as required
from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have
a material adverse effect on the quality and/or performance of the Goods and/or the Services.
6 Delivery title and Risk
6.1 We will use Our reasonable commercial endeavours to ensure delivery and/or performance on the dates specified.
Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in
relation to such dates. They are also subject to any matter beyond Our reasonable control.
6.2 Where Goods are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and
failure by Us to deliver, or any claim by You in respect of, any instalment.
6.3 You shall have no right to reject Goods and/or Services and shall have no right to rescind for late delivery and/or
performance unless the due date for delivery and/or performance has passed and You have served on Us a written
notice requiring the Contract to be performed and giving us not less than 21 days in which to do so and the notice has
not been complied with.
6.4 We shall not be required to fulfil orders for Goods and/or Services in the sequence in which they are placed.
6.5 You shall be responsible at Your own cost for all arrangements to unload the Goods when delivered to You. Delivery
will be made on the working day and between the times as is agreed between Us and You from time to time.
6.6 You shall procure during normal working hours that We have free rights of access to the address for delivery for the
purpose of delivering the Goods.
6.7 If You refuse to take delivery of any Goods and/or to allow performance of the Services then We shall be entitled to
withhold delivery and/or performance of any other Goods and/or Services and to treat this Contract as repudiated by
You and shall have the right to rescind this Contract.
6.8 If the parties agree that the Goods are to be collected from Our premises then You shall collect the Products within 7
working days of being notified that the Products are ready for collection. If the Products are not collected by You within
the specified period We may despatch the Products to You at Your expense and risk and/or store the Products at Your
expense and risk until despatch and/or collection.
6.9 Breakages, shortages and non delivery (in whole or part) must be reported to Our sales department in writing within 7
days from invoice date, damaged goods must be retained for inspection pending instructions as to disposal or return
6.10 Risk in the Goods shall pass to You at the time of delivery. Delivery shall be deemed to occur:-
6.10.1 at the time when the Goods arrive at the place of delivery if We deliver the Products by Our own transport or We
arrange transport in accordance with a specific contractual obligation; or
6.10.2 when the Goods leave Our premises; or
6.10.3 after the expiration of 3 working days after You have been notified of it, if the Goods are available for collection from Us
in accordance with clause 6.8.
6.11 We shall retain title and ownership of the Goods until we have received payment in full in cash or cleared funds of all
sums due and/or owing for all Goods and/or Services supplied to You by Us under this Contract or any other agreement
between Us and You. Until payment has been made in full for all Goods supplied to You, You shall hold the
Goods as bailee only and the Goods shall be stored separately from any other goods, products or materials belonging
to you or a third party and must be clearly marked and identified as being Our property. You agree that Our employees
and/or agents may enter Your premises (or those of a third party with their consent) where the Goods are stored to
check compliance with this Clause.
6.12 Until title in the Goods has passed to You, You shall keep the Goods insured for the price at which the Goods were
sold to you against all normal risks and shall procure that Our interest is noted on such policy of insurance. You shall
hold any proceeds of such policy in relation to the Goods on trust for Us and account to us for such proceeds upon
receipt of the same. Any monies received from You by Us in accordance with this clause shall not discharge Your
liability to pay the price for the Goods plus interest accrued in accordance with clause 4.6 but shall be set off against
any such liability.
7.1 If You
7.1.1 fail to make any payment to Us when due;
7.1.2 breach the terms of this Contract and, if the breach is capable of remedy, have not remedied the breach within 14 days
of receiving notice requiring the breach to be remedied;
7.1.3 persistently breach any one or more terms of this Contract;
7.1.4 pledge or charge any Goods which remain Our property, or cease or threaten to cease to carry on business, or
propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a
Bankruptcy Petition presented against You, enter into voluntary or compulsory liquidation, have a receiver, administrator
or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any
7.1.5 appear to Us due to Your credit rating to be financially inadequate to meet Your obligations under the Contract; and/or
7.1.6 appear reasonably to Us to be about to suffer any of the above events; then We shall have the right, without prejudice
to any other remedies, to exercise any or all of the rights set out in clause 7.2 below.
7.2 If any of the events set out in clause 7.1 above occurs in relation to You then:-
7.2.1 We may enter, without prior notice, any of Your premises (or premises of third parties with their consent) where Goods
owned by Us may be and repossess and dispose of or sell any Goods found which are owned by Us so as to discharge
any sums due to Us under this Contract or any other agreement with You;
7.2.2 We may require You not to re-sell or part with the possession of any Products owned by Us until You have paid in full
all sums due to Us under this Contract or any other agreement with You;
7.2.3 We may withhold delivery of any undelivered Goods and stop any Goods in transit:
7.2.4 We may withhold the performance of any Services and cease any Services in progress;
7.2.5 We may cancel, terminate and/or suspend without Liability to You any agreement with You; and/or
7.2.6 All monies owed by You to Us shall forthwith become due and payable.
7.3 We shall have a lien over all property or goods belonging to You which may be in Our possession in respect of all
sums due from You to Us.
7.4 Upon the termination of the Contract for any reason if any monies due to Us from You have not been paid within 14
days of such termination We may sell any property or goods over which We have a lien in accordance with clause
7.3 above (and You agree that We may give good title for such property and/or goods) and shall apply the proceeds
of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by You to Us,
thirdly in payment of any principal sums owed to Us and fourthly We shall account to You for the remainder (if any).
8 Limitation of Liability
8.1 We shall have no Liability for any defect in the Goods caused or contributed to as a result of the Goods being used for
display or demonstration purposes or being handled by Your customers.
8.2 We shall have no Liability for defective Goods and/or Services where the defect has been caused or contributed to by
You to the extent so contributed.
8.3 We shall have no Liability to You if the price for the Goods and/or the Services has not been paid in full by the due date
8.4 We shall have no Liability to You for defective Goods and/or Services, Goods not despatched or Goods damaged or
lost in transit unless the event is notified to Us within the appropriate time limit set out in this Contract.
8.5 We shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by
Your continued use of defective Goods and/or Services after a defect has become apparent or suspected or should
reasonably have become apparent to You or Your Customers.
8.6 You shall where reasonable give Us a reasonable opportunity to remedy any matter for which We are liable before You
incur any costs and/or expenses in remedying the matter Yourself. If You do not do so We shall have no Liability to
8.7 You shall where reasonable produce to Us written evidence of any claims for which it is alleged that We are liable
together with written details of how loss was caused by Us and the steps You have taken to mitigate the loss before
We shall have any Liability for the claim by You.
8.8 We shall have no Liability to You to the extent that You are covered by any policy of insurance and You shall ensure
that Your insurers waive any and all rights of subrogation they may have against Us.
8.9 We shall have no Liability to You for any:- 8.9.1 consequential losses; 8.9.2 loss of profits and/or damage to goodwill;
8.9.3 economic and/or other similar losses: 8.9.4 special damages and indirect losses; and/or 8.9.5 business interruption,
loss of business, contracts, opportunity and/or production.
8.10 You shall be under a duty to mitigate any loss, damage, costs or expenses that You may suffer (including by maintaining
an adequate stock of Products).
8.11 Our total Liability to You shall not exceed £500,000.00 (Five Hundred Thousand Pounds)
8.12 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate
provision for each of: 8.12.1 Liability for breach of contract; 8.12.2 Liability in tort (including negligence) ; 8.12.3 Liability
for breach of statutory duty; and 8.12.4 Liability for breach of Common Law. except clause 8.11 above which shall
apply once only in respect of all the said types of Liability.
8.13 Nothing in this Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any
Liability which is due to Our fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
8.14 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the
fullest extent permitted by law.
9.1 You agree to indemnify and keep indemnified Us against any and all losses, proceedings, lost profits, damages,
awards, expenses, costs (including increased administration costs and legal costs on a full indemnity basis), claims,
actions and any other losses and/or liabilities suffered by Us and arising from or due to:
9.1.1 any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by You; and/or
9.1.2 Our use of specifications, details and/or drawings supplied by You.
9.2 No waiver by Us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same
provision or any other provision.
9.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall
remain in full force and effect.
9.4 We shall have no Liability to You for any delay in performance of this Contract (other than in relation to payment) to the
extent that such delay is due to any events outside Our reasonable control including but not limited to acts of God, war,
flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion,
governmental actions and any other similar events. If We are affected by any such event then time for performance
shall be extended for a period equal to the period that such event or events delayed such performance.
9.5 You shall not assign Your interest in the Contract (or any part) without Our written consent.
9.6 All third party rights are excluded and no third party shall have any right to enforce this Contract. Any right of a third
party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract
without the consent of such third party.
9.7 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the nonexclusive
jurisdiction of the English courts.