Terms & Conditions

EAST MIDLAND PANELS LTD
Trading as www.panelstock.com
CONDITIONS OF SALE


1. GENERAL
(1) In these conditions (unless the context otherwise requires) the expression “the Company” means East Midland Panels Limited and the expression “the Customer” means the person firm or company to whom a quotation is addressed or whose order is accepted by the company.
(2) Unless otherwise expressly agreed in writing by the company these conditions shall apply to all quotations and tenders given, orders received and accepted and contracts undertaken by the company.  In the event of conflict these conditions shall prevail.  Acceptance of any quotation or tender and the placing of any order with the company includes acceptance of these conditions.  If the customer’s order contains special printed conditions, such conditions are only binding in so far as they are not at variance with these conditions and have been accepted in writing by the company.
(3) No representative, agent or salesman has any authority to waive or vary any of these conditions on behalf of the company and any suggested qualification thereof howsoever arising shall be deemed to be excluded unless actually written into this form and signed by a director or secretary on behalf of the company.
(4) Except as varied by these conditions or otherwise agreed in writing, the commercial terms in the contract shall be defined in accordance with Inco terms 1980.
(5)  The singular in all cases shall imply the plural and vice versa.
(6) Any reference herein to a statutory provision shall include such provision as from time to time modified or re-enacted and shall include also any past statutory provisions (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced and shall include any orders regulations instruments  or other subordinate legislation made under the relevant statute.

2. LIMITS OF CONTRACT
No binding contract is created until an order is accepted in writing by the company notwithstanding that such order is expressed as an acceptance of a tender or quotation issued by the company.  Prices quoted are subject to revision for errors and omissions at any time.  All previous correspondence, writings, telegrams or oral communications are to be regarded as superseded and not forming part of the contract.

3. AGENTS
The term “agent” as applied to those persons firms or companies either in the united kingdom or elsewhere with whom the company has made arrangements for the sale of its goods is a nominal one, and indicates only that they are local representatives appointed for the convenience of customers and through whom enquiries or orders may be received and dealt with by the company.  They are not authorized by the company to incur any liability, give any guarantee or warranty, make any representation or transact any business whatsoever on behalf of the company other than the offering for sale of the company’s goods upon the terms of these conditions.

4. TECHNICAL DATA
(1)  All samples, drawings, descriptive matter, weights, dimensions, power consumptions, the descriptions and illustrations contained in the company’s catalogues, price lists or advertisements, whether or not supplied with this quotation or tender are approximate only and intended merely to give a general idea of the goods described therein and shall not form part of the contract.  The company offers its designs for the customer’s approval.  Unless supplied or approved by the company it undertakes no responsibility for sites or foundations or for any framework or support for machinery, or for compliance with any local bye-laws or statutory regulations, or for the fulfilment of any special requirements which the customer may be bound to observe or fulfil.
(2) All samples and drawings furnished by the company to the customer (a) are confidential and shall not be disclosed by the customer to any other person without prior consent of the company (b) shall remain the property of the company and (c) shall be returned to the company at the customers risk and expense in good order and condition immediately upon request or in the case of samples, within one month of dispatch to the customer whichever is the sooner.

5. HEALTH AND SAFETY
Where the goods are supplied to the customer’s specification or design the customer shall be responsible for ensuring that so far as is reasonably practical the goods are so designed as to be safe and without risk to health when properly used, that such testing and examination is carried out as may be necessary for ensuring that the goods are so designed and that adequate information will be available in connection with the use of the goods at work about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use, the goods will be safe and without risk to health and the customer shall indemnify the company against claims which may be made against the company whether under the health and safety at work act 1974 or the regulations made there under or otherwise arising out of any failure on the part of the customer to carry out the foregoing responsibilities of the customer and for all costs and expenses incurred by the company in dealing with such claims and rectifying any defects in the goods.

6. PRICE VARIATION
(1) A quotation or tender is based on the cost of materials, packing, transport, freight, insurance, labour charges, import and export duties and overhead expenses rates of exchange between sterling and other currencies and the rate of exchange of any purchase, value added or similar tax chargeable ruling at the date thereof and all other conditions beyond the control of the company.  If the increase in cost or rate of these items takes place at any time after such date, and prior to the date of delivery, then the price shall be the price ruling at the date of delivery.
(2) If extra expense or any increase in costs or overheads are incurred by the company as a result of the customer’s instructions or lack of instructions the company shall be entitled to recover such extra expense from the customer.  In any case where drawings, plans, specifications, or other information are sought from the customer to enable the company to proceed with the contract, the contract price may be increased by notice from the company, unless such material is furnished by the customer to the company before entering into the contract.

7. VARIATIONS TO SPECIFICATIONS
The company reserves the right to substitute other equivalent components or material when the components or materials specified are not readily available.  Any other variations shall be agreed between the customer and the company from time to time as may be necessary.

8. DELAY IN DELIVERY OR COMPLETION
Delay in delivery or completion shall not give rise to any liability upon the company, whether or not any time or date is given, unless a guarantee of delivery or completion has been given in writing by the company expressly stating that the company guarantees delivery or completion within a specified time.

9. DELIVERY AND PASSING OF RISK
(1) Unless otherwise agreed in writing, delivery of all goods shall be given and taken at the company’s works, except in the case of export sales where the terms of the quotation or tender express or imply otherwise.  Subject to the provision of paragraph (3) below the goods shall be at the risk on delivery.  Provided nevertheless that where quotation or tender provides for delivery elsewhere then at the company’s works or storage area from the time of dispatch thereof from the company’s premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause arising shall be borne by the customer.
(2) The company shall have the right to dispatch any portion of the goods sold or agreed to be sold separately and to invoice the customer therefore on the same terms and conditions as herein set forth for the whole contract.  Each portion so dispatched shall, for the purpose of payment, be deemed to be a separate contract and may be invoiced separately:
(3) The company reserves the right to put the goods, or any portion thereof, into storage at the customers risk and expense in the following cases, or in any other comparable circumstances:-
(i) Where the goods are about to be dispatched and the customer notifies the company that the customer is or will be unable to receive or provide suitable storage space for the goods, or for any other reason will be unable to accept delivery when tendered:
(ii) Where the company is ready to dispatch the goods but needs delivery instructions and such instructions have not been provided by the customer:
(iii) In an ex-works contract where the customer fails to collect the goods when ready after the company has sent to the customer a notice that the goods are ready and twenty one days have elapsed since dispatch of such notice or the customer has acknowledged the notice:
(iv) Where the company is to install the goods and the company is ready so to install them but the customer notifies the company that he is not ready for such installation to be carried out.

10. MARINE INSURANCE
Where the goods are sent by a route involving transit by water, the company shall not be required to give notice to the customer to enable the customer to insure the goods during such transit.

11. SITE WORK
(1) In the event of the customer requiring the company to erect prefabricated or permanent buildings or structures on the customers premises, or any other designated site or if the company is required to carry out some other work on the customer’s premises or any other designated site the customer shall without delay and at the customer’s own expense (a) provide access to clear and prepare the site ( and if so required provide adequate water, electricity, gas light and such other facilities and services as will enable the company to carry out the work expeditiously and without interruption. (b)  permit access to the site for the company’s agents servants officers contractors and all other persons who in the estimation of the company shall be required on the site by the company: (c) provide such assistance unskilled labour lifting tackle and appliances as may be required.
(2) The customer will indemnify the company against all claims and costs arising from or in connection with the use of such assistance, labour, lifting tackle and appliances provided by the customer.

12. PAYMENT
(1) Unless otherwise agreed in writing by the company all accounts shall be paid nett at the company’s office at East Midland Panels Ltd, Unit 4A, Maun Way, Boughton Industrial Estate (South), Boughton
Nottinghamshire. NG22 9LB  on or before the last day of the month following that in which the goods are invoiced.  Cheques and money orders shall be made payable to or to the order of the company.  Only the company’s official receipt issued from its office will be treated as valid.
(2) Unless otherwise agreed in writing, for export sales, payment shall be made in sterling in exchange for shipping documents through an irrevocable letter of credit issued in the name of the company payable in London, and confirmed by a United Kingdom bank, or alternatively, payment shall be made by means of a banker’s credit payable on London, the credit being confirmed by a United Kingdom bank.
(3) For export sales, when payment is to be made in a currency other than sterling, the purchase price shall be varied in accordance with any variations of the rate of exchange of such currency at the date of payment in order to give the equivalent value of the quotation or tender in sterling such value in sterling being computed from the exchange rate in force at the date of the quotation or tender.  Subject thereto the provisions of paragraph (2) above shall apply.
(4) The company shall be entitled to charge interest on all overdue accounts at a rate of 2%per annum above Barclays Bank PLC base rate for the time being.
(5) Please note: all accounts beyond our credit terms will be passed to our debt collector, Sinclair Goldberg Price Ltd. These accounts, without exception, will be subject to a surcharge of 15% plus vat; plus any interest, legal costs and fees incurred in obtaining settlement.

13. PASSING OF PROPERTY
(1) The goods shall remain the sole and absolute property of the company until such a time as the customer shall have paid to the company the agreed price and (except where the goods are to be delivered to an address in Scotland) the full price of any other goods the subject of any other contract with the company.
(2) The customer acknowledges that the customer is in possession of the goods solely as bailee for the company until such time as the full price thereof is paid to the company and (except where the goods are located in Scotland) the customer has paid the full price of any other goods the subject of any other contract with the company.
(3) Until such a time as the customer becomes the owner of the goods, the customer will store them on his premises separately from the customer’s own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the company.
(4) The customer’s right to possession of the goods shall cease if he, not being a company, becomes bankrupt or makes a composition or arrangement with his creditors or if it, being a company, shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or if a proposal is made for any composition scheme or arrangement with (or assignment for the benefit of) its creditors or if it shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act1986 or if a trustee, receiver or administrator receiver or similar officer is appointed in respect of all or any part of the business or assets of the customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or if other steps are taken for the winding up of the customer or for the making or an administration order (otherwise than for the purpose of an amalgamation or reconstruction).  The company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(5) Subject to the terms hereof the customer is licensed by the company to agree to sell the company’s goods, subject to the express condition that such an arrangement to sell shall take place as agents and bailee’s for the company whether the customer sells on his own account or not and that the entire proceeds thereof are held in trust for the company and are not mingled with other monies and shall be at all times identifiable as the company’s monies.
(6) If the customer has not received the proceeds of any such sale, he will upon being called upon so to do by the company, within seven days thereof assign to the company all rights against the person or persons to whom the customer has supplied the goods.

14. SUSPENSION OR CANCELLATION OF DELIVERIES

If the customer shall fail to pay the company on the due date any sum payable hereunder or if the customers right to possession of the goods shall cease in accordance with clause 13 (4), the company may, without prejudice to its other rights, demand immediate payment by the customer of all unpaid accounts and suspend further deliveries and cancel this and any other contract between the company and the customer without liability to the company in respect of such suspension or cancellation and debit the customer with any loss sustained thereby.  If the customer cancels his order the company shall be entitled to recover any loss sustained thereby from the customer.

15. PERFORMANCE

Any performance figures are based upon the company’s experience and are such as the company expects will be obtained, but they are estimates only and are not guaranteed.  The company shall be under no liability for failure to achieve such figures unless there is in writing in the contract a guarantee of performance expressly stating that the company guarantees certain performance figures.

16. GUARANTEE

The company undertakes to repair or replace, at the option of the company, any goods which are shown to be defective in material or workmanship within 12 months of delivery provided that the company shall be under no liability under the said guarantee if, (a) the customer has not paid in full for the goods: or (b) the customer has executed or attempted to execute repair or alterations to the goods which are not authorized by the company: or (c) the customer has failed in any respect to adhere strictly to the terms hereof: or (d) the company has not been notified of any defect within one month of the defect becoming apparent.
(2) The repair or replacement parts will be returned carriage paid subject to the customer paying any customs, due or import charges in connection therewith.  The customer shall bear any costs of dismantling or reassemble.
(3)  In the case of goods not of the company’s manufacture the customer is entitled only to the benefit of any guarantee or warranty given to the company thereof and the company’s liability shall not exceed the amount recovered by the company from the manufacture concerned.

17. EXCLUSION OF LIABILITY

(1) The company’s guarantee is provided by the company and accepted by the customer in substation for all express or implied representations conditions and warranties statutory or otherwise as to (a) the state, quality, fitness for purpose or performance of goods, and (b) the standard of the company’s workmanship and the state, fitness for purpose of performance of any materials used in connection therewith and all such representations conditions and warranties are hereby expressly excluded.
(2) Except for any liability which it may incur for death or personal injury resulting from negligence or any liability under part 1 of the Consumer Protection Act 1987 the company shall not be liable in any manner whatsoever whether in contract, in tort or otherwise for any consequential or other loss, damage or injury however caused which may arise out of or in connection with the supply of goods to or the execution of any work for the customer(including goods supplied and work executed under the said guarantee).

18. LIEN

(1) In addition to any other right or lien given by law, the company shall have a general lien in respect of all sums due from or claims against the customer upon all goods to be supplied to such customer or upon which work has been or is to be done on the customer’s behalf.
(2) Without prejudice to any of its other legal rights, the company may at the expiration of 14 days written notice to the customer sell any goods of the customer upon which the company has lien and, where the property in such goods is at the time of such sale in the customer, shall be deemed to be his agent for the purpose of effecting such sale.  The company may apply the proceeds of such sale towards the satisfaction of sums or claims against the customer without prejudice to the company’s right to recover the balance thereof from the customer.

19. PATENTS AND DISPLAYS

(1) The customer warrants that design or instruction furnished or given to the company shall not be as to cause the company to infringe any letters patent, registered designs, or trade marks in the execution of the customers order.  The customer shall indemnify the company against all claims actions and cost made or brought against the company (whether in England or elsewhere) in respect of the infringement of any United Kingdom or foreign patent, trade mane, registered design or similar right.
(2) The customer shall not without prior consent in writing of the company exhibit any goods supplied by the company at any exhibition or trade display in the United Kingdom.

20. FORCE MAJEURE

(1) If the performance of the contract shall be delayed by any circumstances or conditions beyond the control, the company shall have the right at its option (a) to suspend further performance of the contract until such time as the cause of the delay shall no longer be present or (b) to be discharged from further performance of and liability under the contract if the company exercises such right the customer shall thereupon pay the contract price less a reasonable allowance for the part that has not been performed by the company.

21. SEVERANCE

(1) While the restrictions and exclusions of the customers rights whether express or implied by common law, statute, custom of the trade, course of dealing or otherwise, are considered to be fair and reasonable having regard to the circumstances known to and in the contemplation of the parties at the date hereof, it is recognized that certain of the restrictions and exclusions may become unfair and unreasonable due to unforeseen circumstances and accordingly it is agreed that if any of such restrictions and exclusions shall be adjudged to be void but would be valid if part of the wording thereof were the said restriction or exclusion shall apply with such modification as may be necessary to make it valid and effective.
(2) If any condition herein shall be deemed void for any reason whatsoever, but would be valid of the wording thereof were deleted the said condition shall apply with such modifications as may be necessary to make it valid and effective.

22. ARBITRATION

If at any time any dispute or difference shall arise under or in relation to any contract with the company or the rights or obligations thereby created either party may give to the other notice in writing of the existence of dispute or difference and the same shall be referred to the arbitration and award of a single arbitration and award of a single arbitrator mutually agreed upon or (failing agreement) appointed by the president for the time being of the law society and the reference shall be deemed to be a submission within meaning of the Arbitration Act, 1950 or any statutory modification or re-enactment thereof.

23.”DEAL AS CUSTOMER”

Nothing in these conditions shall affect the statutory rights of a customer who in relation to the company “deals as customer” as defined in section 12 of the Unfair Contract Terms Act 1977.

24. LEGAL CONSTRUCTION

All quotations tenders, orders and contracts arising there on a shall be construed in accordance with English Law and (subject to the provisions of condition 22) shall be subject to the jurisdiction of the English Courts.