Technical Earth
Standard Terms & Conditions of Trading
1 Interpretation
1.1 In these Conditions
“Conditions” means the standard terms and conditions
set out in this document and (unless the context otherwise
requires) includes the particulars of any sale as set out in a
delivery note issued by TEL to the Customer and any special terms
and conditions otherwise agreed in writing by an authorised
employee of TEL.
“Customer” means the person who accepts a quotation
made by TEL for the sale of Goods or whose order for Goods is
accepted by TEL.
“TEL” means Technical Earth Limited (company
registration number 2386102, reg’d in England) whose
registered office is Unit G18, Atlas Business Centre, Oxgate Lane,
London, NW2 7HJ.
“Contract” means the contract for sale and purchase of
Goods
“Writing” includes telex, cable, facsimile transmission
or other comparable media acceptable in a Court of Law in
England
1.2 Any reference in these Conditions to any provision of statute
shall be construed as a reference to that provision as amended,
re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and
shall not affect their meaning or interpretation.
1.4 Any reference in these Conditions to an authorised employee of
TEL shall mean any director of TEL.
1.5 If a Customer comprises more than one person, the liability of
such persons shall be joint and several.
1.6 Any typographical, clerical or other error or omission in any
sales literature, quotation, price list, acceptance or offer,
invoice, delivery note or other document issued by TEL shall be
subject to correction without any liability on the part of
TEL.
2 Formation of Contract
2.1 All Contracts entered into by TEL shall be deemed to
incorporate these Conditions to the exclusion of any other terms
and conditions, whether appearing in any document or other
communication used by the Customer in concluding any Contract with
TEL or otherwise.
2.2 All Contracts are personal to the Customer specified on
TEL’s Delivery Note and may not be assigned, provided that
TEL shall in its discretion be entitled to assign or otherwise deal
with the whole or any part of the liabilities of the Customer to
TEL as TEL shall deem fit.
2.3 If the identity of the Customer shall be wrongly specified or
misrepresented to TEL on any order accepted by TEL the individual
specifying the Customer shall be liable personally to TEL as if the
Customer.
2.4 No variation to these Conditions shall be binding on TEL unless
agreed in writing by an authorised employee of TEL.
2.5 TEL’s employees or agents are not authorised to make any
representations concerning Goods unless confirmed by an authorised
employee of TEL in writing. In entering into the Contract the
Customer acknowledges that it does not rely upon and waives any
claim for breach of any such representations which are not so
confirmed.
2.6 Any advice or recommendations given by TEL or its employees or
agents to the Customer or its employees or agents as to the
storage, application or use of Goods which is not confirmed in
writing by an authorised employee of TEL is followed or acted upon
at the Customer’s entire risk and expense and TEL shall not
be liable for any such advice or recommendation not so
confirmed.
3 Quotations
3.1 No quotation of TEL shall constitute an offer and all
quotations shall lapse after 30 days, but may be withdrawn by
notice at any time.
4 Prices
4.1 Prices quoted are, unless otherwise stated, ex-works, exclusive
of VAT, carriage, freight and insurance.
4.2 VAT will be charged at the rate appropriate at the date of the
invoice.
4.3 Where a price is agreed in a currency other than £ sterling the
invoice price, unless otherwise agreed by an authorised employee of
TEL in writing, will be calculated in £ sterling by reference to
the mid-market rate offered by TEL’s bankers at the date of
invoice.
4.4 Unless otherwise agreed by an authorised employee of TEL in
writing, prices for Goods shall be as published by TEL from time to
time, subject to alteration upon TEL notifying the Customer at any
time before invoice whereupon the Customer shall be entitled to
cancel the Contract without liability in writing to TEL within
three days of receipt of such notice.
4.5 Where carriage, freight or insurance is arranged by TEL it will
be at the cost of the Customer. Any such insurance shall exclude
losses owing to terrorism.
5 Payment
5.1 Payment for Goods shall be made by the Customer upon receipt of
invoice or otherwise in accordance with the terms stipulated on
invoice or agreed with an authorised employee of TEL
5.2 The Customer shall not be entitled to withhold payment in whole
or in part in respect of any claim it may have against TEL under or
arising from any other Contract.
5.3 Interest at the rate of three per cent per month, compounded
monthly, shall be payable by any Customer on sums not paid to TEL
when due, from the due date until receipt of payment, inclusive of
such interest in full by TEL.
5.4 Time shall be the essence of payment.
5.5 Should payment of any sums due to TEL not be paid when due, TEL
may in its discretion without prejudice to any other right or
remedy available to it, suspend or cancel any further deliveries to
the Customer whether under the particular Contract or otherwise,
and in the case of suspension, until payment of all outstanding
amounts has been received by TEL.
5.6 If the Customer fails for any reason to pay any sum owing to
TEL when due, TEL (without prejudice to any other remedy available
to TEL) may at any time thereafter, without notice cancel the
Contract in writing and shall thereafter resell the Goods at such
price as TEL shall consider reasonable. The Customer shall
indemnify and keep indemnified TEL against the difference between
the invoice price to the Customer and the resale price, together
with all costs (including without limitation any professional
costs) expenses and storage charges incurred, pending or upon such
resale.
5.7 Method of payment shall be in the discretion of TEL.
6 Delivery and Packing
6.1 Unless otherwise agreed in writing by an authorised employee of
TEL, delivery of Goods shall be ex TEL’s principal premises
or at TEL’s discretion from manufacturers’ or other
premises in the United Kingdom.
6.2 If TEL agrees to arrange delivery pursuant to any Contract,
delivery shall be at the risk and expense of the Customer and if
made by a third party carrier shall be subject to the third
party’s standard terms and conditions, whether or not the
Customer shall have prior notice of the same.
6.3 No liability shall attach to TEL for failure to deliver at any
stated time or on any stated date, nor shall TEL have any liability
for any delivery made to the stated address when unattended or
attended by a person or persons other than the Customer.
6.4 Where delivery is to be arranged by TEL, the right is reserved
to deliver goods in more than one consignment and without prior
notice.
6.5 TEL shall not be obliged to comply with any of the
Customer’s packing instructions or requests. The
specification for packing shall be in TEL’s entire discretion
in such materials and in such quantities as TEL shall think
fit.
7 Risk
From the time of despatch or collection from TEL’s premises
(or from manufacturers’ or other premises in the United
Kingdom) Goods shall be at the entire risk and expense of the
Customer.
8 Property in Goods
8.1 Notwithstanding delivery or the passing of risk or any other
provisions of these Conditions or other provisions which may be
implied in these Conditions, the property in Goods shall not pass
to the Customer until TEL has received payment in full of all sums
which may then be due or owing by the Customer to TEL, whether
under the particular Contract relating to Goods or any other
Contract. For the purposes of this clause, clause 8, payment is
made to TEL in the case of cash when released to TEL’s
control to the exclusion of the Customer, and in the case of
payment by any other method when money is irrevocably credited to
TEL’s bank account and all claims in respect of such money by
or through the customer are excluded.
8.2 Until the property in Goods passes to the Customer, the
Customer shall hold Goods as TEL’s fiduciary agent and bailee
and shall keep Goods separate from those of the Customer or any
other person, properly stored, identified as belonging to TEL,
protected and insured. Until property so passes, the Customer shall
be entitled to sell or reuse Goods in the ordinary course of its
business but shall hold the proceeds (tangible and intangible) of
any resale, reuse or of any insurance claim upon trust for TEL and
shall account to TEL for the same and shall keep all such proceeds
separate from its own monies or property and in the case of
tangible proceeds stored, protected and insured.
8.3 Until the property in Goods passes to the Customer (and
provided Goods are still in existence and have not been resold) TEL
shall be entitled to require the Customer to deliver up Goods to
TEL upon demand and if the Customer fails to do so, TEL is
authorised by the Customer to enter onto any premises of the
Customer or any third party where Goods are stored and repossess
Goods.
8.4 The Customer shall not be entitled to pledge or in any way
charge by way of security or otherwise, Goods which remain the
property of TEL, but if the Customer purports to do so, Goods shall
be returned immediately to TEL.
8.5 The Customer’s right to possession of Goods which remain
the property of TEL shall forthwith terminate if the customer being
an individual commits an available act of bankruptcy or being a
company does anything or fails to do anything which would entitle a
receiver, liquidator or administrative receiver to take possession
of any assets of the Customer or which would entitle any person to
petition to wind up the Customer.
8.6 If the Customer has not received the proceeds of any sale of
Goods admixed with others, the property of which has not passed to
the Customer, within seven days the Customer will, if called upon
by TEL so to do, assign to TEL all rights against the person or
persons to whom the Customer has supplied Goods and shall indemnify
and keep indemnified TEL against all costs and expenses incurred by
TEL in enforcing such rights in such manner as TEL shall deem
fit.
9 Acceptance
The Customer shall inspect Goods within three days of collection of
Goods or of delivery if arranged by TEL and shall within such
period notify TEL of any defects or shortages in writing. If the
Customer fails to give such notice, Goods shall be deemed for all
purposes to be in accordance with this Contract and the Customer
shall be bound to pay for the same in full.
10 Warranty
10.1 Subject to the succeeding provisions of this clause, clause
10, TEL warrants that Goods will correspond with their
specification upon delivery and will be free from defects in
material and workmanship for such period and subject to such
conditions as are specified by the manufacturer of Goods, whether
in documents accompanying Goods or otherwise.
10.2 The above warranty is given by TEL subject to the following
conditions:-
10.2.1 TEL shall have no liability in respect of any defects in
Goods arising from any drawing, specification or design supplied by
the Customer.
10.2.2 TEL shall have no liability for fitness or suitability for
purpose.
10.2.3 TEL shall have no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, abnormal
working conditions, excessive use, failure to follow
manufacturers’ instructions, misuse, alteration or repair
without the manufacturer’s approval.
10.2.4 TEL shall have no liability in respect to Goods if the total
price for Goods has not been paid by the due date for payment or
any money shall be due from the Customer to TEL under any other
Contract.
10.2.5 TEL’s liability shall not exceed such sums as it is
able to recover from the manufacturer of Goods, having used
reasonable endeavours so to do.
10.3 Subject as expressly provided by this clause, clause 10, all
warranties, conditions and other implied terms are excluded to the
full extent permitted by law. The statutory rights of consumers
(within the meaning of the Unfair Contracts Terms Act 1977) are not
affected by these Conditions.
10.4 Any claim relating to defects in Goods by the Customer must be
notified in writing to TEL within seven days of the date on which
such defect is or ought to have been apparent.
10.5 TEL in its own discretion shall be entitled in full
satisfaction of any claim by the Customer to replace Goods free of
charge or by refund of the price paid, but TEL shall have no
further liability to the Customer and without prejudice thereto
except in the case of death or personal injury caused by
TEL’s negligence. TEL shall have no liability to the Customer
for any consequential loss or damage (whether for loss of profit or
otherwise) costs, expenses or other claims for consequential
compensation whether or not caused by TEL’s negligence or
that of its employees or agents which arise out of or in connection
with the supply of Goods or their resale or use except as expressly
provided by these Conditions.
10.6.1 (Subject always to the provisions of clause 6.3 as to
delivery) TEL shall have no liability to the Customer or be in
breach of contract by reason of any delay in performing or failing
to perform its obligations to the Customer hereunder if the delay
was caused by any reason of any cause beyond TEL’s reasonable
control which shall include (without prejudice to the generality of
the foregoing) force majeure, terrorism, acts or omissions of any
statutory or local authority, import or export restrictions,
failure by any third party against whom TEL is unable to make
recovery (to the extent of such inability) and changes in law or
regulations applying to Goods or to TEL.
10.6.2 In the event of any such delay or failure TEL may, at its
discretion, cancel or rescind the Contract without liability by
written notice to the Customer.
11 Cancellation
11.1 In the event of any order being cancelled by the Customer
prior to delivery of Goods in whole or in part, TEL reserves the
right to invoice or otherwise hold the Customer liable for any
losses incurred including (and without prejudice to the generality
of the foregoing) loss of profit, charges for freight, insurance
and handling charges.
11.2 Without prejudice to the generality of Clause 11.1 in the
event of an order being cancelled in whole or in part, TEL shall be
entitled to charge the Customer a handling charge equal to fifteen
per cent of the total price of Goods not delivered.
11.3 If the Customer shall make default in any payment or commit
any breach of any other obligation to TEL under a contract or under
any other contract with TEL, or compound with or execute an
assignment with its creditors or (being an individual) commit any
act of bankruptcy or have a petition or receiving order in
bankruptcy presented or made, or (being a company) make any
resolution to wind-up or suffer a receiver, administrative receiver
or manager of the whole or any part of its assets or business to be
appointed, or have a petition for its winding-up presented TEL
shall be entitled, without prejudice to any other remedies or
claims, to cancel any orders of the Customer in whole or in part
and stop any goods in transit to the Customer.
12 Confidentiality
12.1 The Customer shall not (and shall procure that its employees
and agents shall not) without prior written consent from an
authorised employee of TEL disclose to any third party any
information or documentation or data on any other media of a
confidential nature the property of TEL, save any such previously
in the public domain.
12.2 The Customer shall not copy or reproduce any drawings or
specifications or other written material supplied by TEL in
connection with Goods.
12.3 The Customer shall hold TEL harmless in respect of any breach
by the Customer or any third party who purchases or hires Goods
from the Customer of any copyright or other intellectual property
rights licensed to TEL or as is provided with Goods.
13 Export Sales
13.1 The Customer warrants to TEL that it is entitled to import the
Goods to the country or territory of its direction without licence
or other authority and without imposing any obligation or liability
on TEL.
13.2 The customer shall be solely responsible for complying with
any legislation or regulations governing the importation of Goods
to the country or territory of its direction and the transit
thereto and for payment of any duties, taxes or other impositions
thereon.
13.3 If export licences from England are required or import
licences to the country or territory of the Customer’s
direction or the transit thereto are required the Customer shall be
responsible for obtaining the same with such assistance from TEL as
it may reasonably require, subject to paying such reasonable
charges as TEL may require for time expended and any other costs
and disbursements incurred.
14 Miscellaneous
14.1 No failure or delay by either party in excercising any remedy,
right or power or privilege under or in relation to a Contract
shall operate as a waiver of the same, nor shall any single or
partial exercise of any remedy, right or power or privilege
preclude any further exercise of the same or the exercise of any
other right, power or privilege.
14.2 These conditions supersede all prior agreements and
arrangements between the parties relating to the sale of Goods by
TEL and all such agreements and arrangements are hereby terminated
without prejudice to any rights which may have accrued to either
party.
14.3 Any notice to be given under these Conditions shall if served
on a company be addressed to its registered office if in England or
at the option of the server, at its principal place of business if
different or such other address as shall have been notified by one
party to the other. Any Customer who has no registered office or
place of business in England shall nominate to TEL in writing an
address for service in England.
14.4 If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity and enforceability of the remaining provisions of these
clauses shall not thereby be prejudiced.
15 Jurisdiction
15.1 These conditions shall be governed by and construed in
accordance with the law of England.
15.2 The parties irrevocably submit for the benefit of TEL to the
exclusive jurisdiction of the Courts of England and Wales in
respect of any claim, dispute or difference arising out of or in
connection with these conditions or any Contract.
Technical Earth Ltd, Unit G18, Atlas Business Centre
Oxgate Lane, Staples Corner, London, NW2 7HJ.
Registered in England Number: 2386102.
VAT Registration Number: 541 7147 55
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