1.1 In these Conditions the following words have the following meanings: the Buyer: the person(s), firm or company who purchases the Goods from the Company; the Company: Richard Campey Ltd ; Contract: any contract between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions; Contract Price The price agreed to be paid by the Buyer to the Company for the purchase of Goods, incorporating these Conditions; Delivery Point: the place where delivery of the Goods is to take place under condition 3; Goods: any goods agreed to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions. 2 Application of Terms 2.1 Subject to any variation under condition 2.3 for the sale of Goods by the Company to the Buyer the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of  days only from its date, provided that the Company has not previously withdrawn it.
2.8 The Company’s employees or agents are not authorised to make any representations concerned the Goods unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.9 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.10 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation or the Buyer’s order (if accepted by the Company).
2.11 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance. 3 Delivery
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business. It is the Buyer’s responsibility to provide suitable off-loading facilities and the Seller shall not be liable in respect of any loss or damage suffered by the Buyer after the commencement of unloading, and the Buyer shall be responsible for the costs of delivery.
3.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
3.3 Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 91 days.
4.1 The Goods are at the risk of the Buyer from the time of delivery (being the time when the Goods leave the Seller’s place of business).
4.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
4.2.1 the Goods; and
4.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
4.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
4.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
4.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party marked in such a way that they remain readily identifiable as the Company’s property;
4.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
4.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and
4.3.5 hold the proceeds of the insurance referred to in condition
4.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
4.4 Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell, hire, lease or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or dealing of the Company’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods is passed from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
4.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
4.6 Until such time as the property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause
4.4 shall cease.
4.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company if the Buyer does so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
4.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5. Price The price for the Goods shall be exclusive of any value added tax which amounts the Buyer will pay in addition when it is due to pay for the Goods. Packing and carriage are extra for spares and accessories. To meet HM Revenue & Customs requirements for VAT, customers intending to arrange external funding via finance companies must inform the Company when the order is placed. If external funding arrangements are requested after the date of the order an arrangement fee of £50.00 will be charged. Any settlement discount will only be granted if payment is received by the company from either the customer or any finance company, withing the settlement period that is stated on the quotation and invoice.
6.1 Payment of the price for the Goods is due no later than 30 days – or (in the event of a sale of machinery) 7 days – from the date of the invoice. Time for payment shall be of the essence. The Company may request that the Buyer pays a deposit for the Goods prior to delivery and pays the outstanding balance upon delivery.
6.2 No payment shall be deemed to have been received until the Company has received cleared funds.
6.3 All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision.
6.4 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
6.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Yorkshire Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company shall also be entitled to claim all legal costs or other costs incurred by instructing solicitors or debt collection agents to collect any outstanding amounts due by the Buyer to the Company for work undertaken by the Company’s solicitors or debt collectors both before and after judgment and the Buyer hereby indemnifies the Company against all such costs and interest referred to in this Condition.
7 Limitation of Liability
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
7.1.1 any breach of these Conditions; and
7.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 Subject to condition
7.3: 7.2.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
7.2.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract
7.3 Goods are provided “as is’ and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all merchantability and fitness for a particular purpose. The Company does not warrant or make any representations regarding the use or the results of the use of the Goods in terms of their correctness, accuracy, reliability, or otherwise. The Buyer and not the Company assume the entire cost of all necessary servicing, repair or correction. The Seller will use all reasonable endeavours to procure that the Buyer has the benefit of any warranty given by the manufacturer of the Goods.
8.1 The Company may terminate the Contract with immediate effect if the Buyer:
8.1.1 fails to pay any sums due to the Company as they fall due; or
8.1.2 is a company and goes into administration, liquidation or receivership, or is a person and is declared insolvent; or
8.1.3 makes an arrangement with its/his creditors (whether formal or informal);or
8.1.4 breaches any of these terms and conditions and fails to correct the breach within 14 days following written notice from the Company to the Buyer specifying the breach; or
8.1.5 ceases or threatens to cease trading; or
8.1.6 encumbers or in any way charges the Goods.
8.1.7 Where credit terms are agreed these can be withdrawn without notice
9.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 9.2 The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.
10 Force Majeure The Company reserves the right to defer the date of delivery or to cancel the Contract (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 91 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
11.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
11.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
11.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
11.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
12 Communications All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company or (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.