No order is binding on Resapol Limited ("the Company") until accepted in writing by the company. All orders acknowledged for the supply of goods by the Company are sold upon the following terms and conditions. No addition or variation thereto shall be made unless specifically accepted by the Company in writing. No agent or third party selling on goods supplied by Resapol Ltd is authorised to make any representations on our behalf unless expressly authorised to do so in writing by ourselves.
Where the price quoted specifically includes delivery, then for delivery within the United Kingdom the price quoted includes delivery only by any method of transport at our option within the usual free delivery area. When goods are consigned on your instructions by other means involving extra costs, the excess will be charged unless included in our estimate. When delivery to site is included in the contract you will provide a suitable and safe roadway to the site, otherwise the contract will be considered fulfilled by the delivery being made to the most suitable depot of the carriers.
Although we will use every endeavour to dispatch goods on the date given, all such times are to be treated as estimates only not involving us in any liability for failure to deliver within such time whether on account of direct or consequential damages unless you have in your order stipulated in writing. In all cases, whether a time for delivery is quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by instructions or lack of instructions from you or by strikes, lock-outs, war, fire, riots, government control or regulations, abnormal weather conditions, breakdowns, accidents or delay in obtaining materials from the manufacturer for this contract or any other cause whatsoever beyond our reasonable control.
4: Delivery of Goods
We shall not be liable for any shortages in quantity delivered unless you advise us immediately by telephone and give written notice within three working days of delivery. In any event our liability shall be limited to making good the shortfall or issuing a credit note or refund at the pro rata contract rate against any invoice raised for such goods. All products must be stored strictly in accordance to the relevant manufacturer’s instructions prior to and during any investigation.
If any goods or services are defective due to defective workmanship or material, we shall (at our option) repair or replace such goods (or the defective part) or rectify the defective service or refund the price of such defective goods or services at the pro rata contract rate provided that;
(a) you give us written notice of the defect within seven days of the date of delivery or completion of the services or, in the case of a defect which is not discoverable upon reasonable examination, within seven days of the time when you discover or ought to have discovered the defect (and in any event within four months from the date of delivery or completion of the services).
(b) we are given a reasonable opportunity after receiving notice to examine such goods and/or services (in situ) and (if asked to do so by us) you return such goods to our place of business for the examination to take place there;
(c) you do not make any further use of such goods after giving such notice;
(d) the defect is not due to wilful damage, negligence (other than ours), fair wear and tear, alteration or repair of such goods without our prior written consent or incorrect storage, application, movement, installation, commissioning, use or maintenance of the goods (other than by us); and
(e) the defect is not due to any act or omission of you, your agents or contractors.
If the goods are not manufactured by us, or have been processed or milled by a third party, whether or not at your request, our liability, in respect of any defect in workmanship or materials of the goods, will be limited to such rights against the manufacturer or the third party as we may have in respect of those goods.
We shall not be responsible for either the cost of removing the goods from any place where they are installed or fixed (or making good the place after removal) or for the cost of installing or fixing any repaired or replacement goods unless due to our defective service. On request, we will provide information about any manufacturer’s guarantee offered and available to you in respect of the goods but we are not legally responsible for any obligation under manufacturer’s guarantees. Our 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.
We shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or loss of anticipated savings, in each case whether direct, indirect or consequential, or any other indirect losses whatsoever and howsoever caused.
Nothing in these terms excludes or limits our liability for (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation; and (c) any other matter which it would be illegal for us to exclude.
Where goods are manufactured in compliance with any designs, specifications or drawings supplied by you or your customer, you shall indemnify us against all proceedings, costs, claims, losses or demands in respect of any infringement or alleged infringement of any intellectual property rights whatsoever of third parties in any part of the world.
6: Health & Safety
Information required by COSHH regulations in respect of the safe handling during transit, in storage and application of the manufacturers products is contained within their Safe Handling Guides and/or Safety Data Sheets which are readily available on request and the Company will not be liable for any claim, loss or damage arising from the failure to comply with the specified Health & Safety requirements.
7: Variation in price
Unless otherwise expressly agreed by us in writing, all prices and terms are Subject to revision at any time in respect of any increase in cost caused by circumstances beyond our control i.e. subject to manufacturer's increases. When the cost is so increased we reserve the right to apply the extent of the increase in the amount charged for any quantities of goods still to be delivered and affected by the increase.
8: Terms of Payment
Unless otherwise agreed the prices quoted are strictly net monthly and due upon notification by us that the goods are ready for dispatch. If from any cause beyond our control we are not able to dispatch the goods, payment of the contract value of the goods shall be due upon presentation of invoices and notification from us that the goods are ready for dispatch and payment shall be made in full as though the goods had been despatched. Any liability on our part is subject to these terms of payment, all other of your obligations to us under the contract being strictly observed. No delay in using the goods supplied from whatever cause and no defect discovered after use shall interfere with payment in accordance with the terms laid down. All payments shall be made by you without deduction set off or counter claim in respect of any other contract which exists between us or any other right of action which you may believe you have.
If any sum payable under the Contract is not paid when due then, without prejudice to the Company’s other rights under the Contract: you shall be liable to pay us interest from the due date until payment is made in full, both before and after any judgment, at a combined rate of the Bank of England base rate from time to time and the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time, together with all costs and expenses incurred by us in recovering sums due or exercising our rights under this provision.
We shall be entitled at all times to set off any debt or claim of whatever nature which we may have against you against any sums due from us to you. In addition the Company reserves the right to refuse or cancel any order placed, to suspend deliveries of outstanding material and to terminate any other contract with the same customer.
Subject to terms of delivery, if we do not receive forwarding instructions sufficient to enable us to dispatch within fourteen days after notification that the goods are ready for dispatch, you shall take delivery or arrange for storage. If at our discretion we are prepared to store, or arrange storage of the goods, we will make a reasonable charge for storage, fire-insurance, double-handling, cleaning etc. which might be involved until goods are despatched, and the goods shall be paid for as if they had been notified as ready for dispatch. Any changes for storage or demurrage payable as a result of your failure to accept delivery duly tendered must be paid by you.
10: Return of goods
No goods delivered and subsequently found to be surplus to requirements will be accepted back by the Company unless agreed by prior arrangement in writing. A re-stocking charge will be levied on goods returned or exchanged together with any carriage costs incurred or deemed necessary. Under no circumstances will non-stock items i.e. special colours or products manufactured specifically for a unique application be accepted for return or exchange.
11: Suitability of goods
No responsibility or liability can be accepted for any statement, representation warranty or otherwise made by any of our representatives, agents or third parties. Any information they may provide or statements they make are intended for general guidance only and you must satisfy yourself the product is suitable for your particular purpose of application. If there is any specific or technical information you should refer to the relevant manufacturer's product literature or their technical department.
12: Legal construction
This contract shall in all aspects be construed and operate as an English contract in conformity with English law. The legal construction of the clauses shall not be affected by their titles. Utilisation of our monthly account procedure is deemed to be an acceptance of our conditions of sale.
13: Retention of title
The Title (but not the risk) in the goods shall remain with us until full payment has been received from you under this contract and any other contract between us. The risk in goods shall pass to you on delivery.