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Legal & Commercial notices
Frank W Murphy Ltd. - General Conditions of Sale
1. "The Seller" means Frank W Murphy Limited; "The Buyer" means the person, firm or Company by whom the Order is made; "Goods" means those the subject of the Order; "Order" means the Order placed by the Buyer for the supply of the goods and accepted in the Acknowledgement of Order issued by the Seller to the Buyer.
2. Unless otherwise agreed in writing by the Seller these conditions which supersede any earlier conditions, shall override any terms or conditions stipulated or referred to by or on behalf of the Buyer whether made orally or in writing. The Order is only accepted by the Seller subject to these conditions.
3. The Order is accepted subject to approval of the Buyer's credit by the Seller and without prejudice to any other right of the Seller herein the Seller shall be entitled to refuse any delivery and/or cancel the Order if at such date any monies shall be owing from the Buyer to the Seller or the Seller holds a reasonable belief that the Buyer will be unable to satisfy any debt incurred or to be incurred in the course of dealing with the Buyer.
4. Prices given in any quotation whether oral or in writing are ex works unless otherwise stated and are subject to confirmation on acceptance of the Order.
5. Delivery promises are estimates only and the Seller shall not in any circumstances be under any liability whatsoever in connection with dates of delivery or completion.
6. Upon delivery the Buyer shall be solely responsible for the safe custody of the goods and shall, until payment in full is received, and if the Seller so requires, store the goods and any processed objects hereinafter described in such a way that it is clearly the property of the Seller. The Seller's Swichgages and simple Automation Systems are packed in specially designed cartons to protect them from shipping damage and the risk in the goods passes to the Buyer upon delivery. The Buyer shall provide and maintain for the Seller's benefit adequate insurance in an amount fully protecting the Seller for the goods until paid in full.
7. Notwithstanding any agreed terms as to payment the ownership and property in the goods shall not pass to the Buyer until the Seller has received payment in full of the price of the goods and all other goods supplied by the Seller for which payment is due whether or not the Buyer shall process the goods either by mixing the goods with other objects or so that the goods become constituents of other objects or otherwise; and in the event of the Buyer processing the goods as aforesaid the Buyer agrees the property and ownership in the new object as aforesaid is given to the Seller at the date of such processing as surety and security for the full payment of all monies owed by the Buyer to the Seller; further and in any event the Buyer shall keep the goods for the Seller in a fiduciary capacity provided nevertheless that, as undisclosed agents for the Seller, the Buyer is entitled to sell the goods processed or otherwise to a third party on condition that, and it is hereby agreed, if payment shall not have been made in full by the Buyer to the Seller as aforesaid and the Seller so requires the Buyer shall forthwith assign the benefit of any such contract of sale to the Seller and the Seller shall be entitled to obtain from any purchaser the balance of the monies due from the purchaser to the Buyer in and towards settlement of monies due from the Buyer to the Seller.
8. All goods must be examined immediately upon delivery. Shortage, loss or damage to any goods must be notified to the Seller in writing within fifteen days of delivery and must be accompanied by the packing list otherwise no liability can be accepted. The Seller cannot hold itself responsible after a clear signature has been given for goods. Non-delivery of goods must be notified to the Seller within fourteen days of the Seller's date of Invoice and if no such notice is received the Buyer shall be deemed to have received and accepted the goods. In this clause time shall be of the essence.
9. No returns can be accepted for credit unless previously agreed. At the option of the vendor a charge of 20% of invoice value will be levied on goods "not wanted" or "incorrectly ordered" or due to duplication resulting from confirmation order not being endorsed to that effect. All costs of returning any goods shall be borne by the Buyer.
10. Save as expressly set out in these Conditions all Conditions and Warranties as to description, fitness for any purpose and/or quality whether expressed (other than in these Conditions) or implied by Statute Regulation, E.E.C., Directive or Regulations or Common Law or otherwise are excluded as is liability for negligence. It is agreed that in so far as the Buyer is not dealing as a "Consumer" as defined by the Unfair Contract Terms 1977 that these Conditions are "fair and reasonable" having regards to the usage and custom of the trade and circumstances.
11. If after delivery of the goods to the Buyer the whole part of the goods delivered is found to be defective as regards description, fitness for purpose and/or quality or if the Buyer proves the Seller has no title to the whole part of the goods or in relation to all or any of the goods the Seller has been negligent then, subject to the provision hereinafter set out, the Seller will at its option either replace the goods within a reasonable time or make full or part allowance to the Buyer of the price charged for the said goods by way of credit or refund sums already paid by the Buyer for the said goods and the Buyer agrees to accept such replacement allowance or refund (if any) in full satisfaction of any claim whatsoever in respect of any such defect. The said provisions are:-
(a) A written complaint shall be received by the Seller within seven days of delivery (which expression includes deemed delivery as provided in Condition 8 hereof) or, in case of a latent defect of a defect not discoverable on reasonable examination, within seven days or when such defect was or ought to have been discovered and in any event within six months of delivery.
(b) The said goods shall be received for inspection by the Seller for a period of not less than fourteen days after the service of the written complaint.
(c) The Buyer shall establish to the reasonable satisfaction of the Seller that the said goods are in fact defective as regards description and/or fitness for purpose and/or quality or that the Seller had not title or that the Seller has been negligent. If the Buyer fails to establish that the complaint he has made is justified, he should be liable to reimburse the Seller for the expense incurred by the Seller in investigating the complaint.
(d) The Buyer shall have paid in full all monies for goods supplied by the Seller.
(e) Provided nevertheless and it is hereby expressly agreed that in the event of the Seller being liable to the Buyer as aforesaid, the Seller's liability to the Buyer shall be limited to the price agreed for the goods of the appropriate portion thereof as aforesaid and the Seller shall not under any circumstances be under any further liability to the Buyer for any damage or consequential loss whether direct or indirect howsoever arising.
12. All prices are in pounds sterling and strictly nett cash against invoices unless otherwise stated and are exclusive of Value Added Tax or any similar tax levy or duty and are payable in the currency Invoiced. The order is subject to a minimum Invoice charge of £50. All accounts are due for payment 30 days from the date of invoice. Without prejudice to the provision aforesaid interest at the rate of 2% per calendar month may be charged on all amounts that remain unpaid after the expiration of the two months from the last day of the month in which the goods were despatched. Any account on which no purchase has been made for a twelve month period will deem to have lapsed, and credit facilities will be withdrawn.
13.These Conditions and the Contract are subject to and shall be construed in accordance with English Law and in the event of the Seller making application to the English Courts and the Buyer agrees to submit to the jurisdiction. All specific stipulations as to time in these Conditions shall be the essence of the Contract. In the event of the Contract being a Contract for the international sale of goods within the meaning of the Sale of Goods Act 1979 Section 56, Section 12 to 15 of the Sale of Goods Act 1979 are hereby negatived.
