Standard conditions of sale
‘Buyer’ means the person who buys or agrees to buy the goods from Quest-eeze.
‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Quest-eeze
‘Delivery date’ means the date specified by Quest-eeze when the goods are to be delivered.
‘Goods’ means the articles the buyer agrees to purchase from Quest-eeze.
‘Price’ means the price for the goods excluding carriage, packing, insurance and VAT unless otherwise specified.
‘Seller’ means Quest-eeze Ltd.
‘Quest-eeze’ means Quest-eeze Ltd.
These conditions apply to all contracts for the sale of goods by Quest-eeze to the buyer to the exclusion of all other terms and conditions, including any terms or conditions that the buyer may purport to apply under any purchase order, confirmation of order or similar document. Our quotations are not offers for sale. There is no contract until we confirm acceptance of your order in writing.
All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions.
Acceptance of delivery of the goods shall be deemed conclusive evidence of the buyer’s acceptance of these conditions.
Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Quest-eeze.
Price and payment on accounts
The price shall be the price set out on the face of the sales order acknowledgement.
Payment of the price shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5 per cent above HSBC Bank’s base rate from time to time in force and shall accrue at such a rate after, as well as before, any judgment.
Quest-eeze reserves the right to require payment with order at any time.
The quantity and description of the goods shall be as set out in Quest-eeze’s quotation.
Warranties and liability
Quest-eeze warrants that the goods will at the time of delivery correspond to the description or sample given by Quest-eeze. All other warranties, conditions or terms relating to fitness for purpose, quality, merchantability or condition of the goods and whether implied by statute or common law or otherwise are excluded.
Quest-eeze shall be under no liability whatever to the buyer for any indirect loss and/or expense (including loss of profit) suffered by the buyer arising out of a breach by the seller of this contract.
In the event of any breach of this contract by Quest-eeze the remedies of the buyer shall be limited to damages. Under no circumstances shall the liability of Quest-eeze exceed the price of the goods.
If goods supplied by us are shown to our satisfaction to be defective through faulty materials or workmanship and if for this purpose at our request goods are returned to us (in which case only will we bear the expense of returning these goods), we undertake that we will either (a) replace such goods at our expense or (b) credit you with the price paid therefore. Our obligations under this clause shall
exclude and be adopted in place of any other condition or warranty as to the goods or their fitness for any particular purpose whether express or implied by law or otherwise or any collateral warranty whenever given unless in writing over the signature of one of our directors.
Delivery of the goods
Delivery of the goods where arranged shall be made to the buyer’s address in the UK on the delivery date. The buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
While everything reasonably possible will be done to adhere to delivery dates promised, no penalty or liability for late delivery will be accepted by us.
Quest-eeze shall not be liable for any loss or damage whatever due to failure by Quest-eeze to deliver the goods (or any of them) promptly or at all.
Notwithstanding that Quest-eeze may have delayed or failed to deliver the goods (or any of them) promptly the buyer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within three months of the delivery date.
Exports shall be on an ex-works basis, unless otherwise specified.
Acceptance of the Goods
The buyer shall be deemed to have accepted goods 48 hours after delivery to the buyer or collection by the buyer, whichever is appropriate.
After acceptance the buyer shall not be entitled to reject goods that are not in accordance with the contract.
Title and risk
The goods shall be at the buyer’s risk as from delivery or as appropriate collection.
In spite of delivery having been made, property in the goods shall not pass from Quest-eeze until the buyer has paid the price in full, and no other sums whatever shall be due from the buyer to Quest-eeze.
Until property in the goods passes to the buyer, the buyer shall hold the goods and each of them on a fiduciary basis as bailee for Quest-eeze. The buyer shall store the goods (at no cost to Quest-eeze) separately from all other goods in its possession and marked in such a way that they are clearly identified as Quest-eeze’s property._
Notwithstanding that the goods (or any of them) remain the property of Quest-eeze the buyer may sell or use the goods in the ordinary course of the buyer’s business at full market value for the account of Quest-eeze. Any such sale or dealing shall be a sale or use of Quest-eeze’s property by the buyer on the buyer’s own behalf and the buyer shall deal as principal when making such sales or dealings.
Quest-eeze shall be entitled to recover the price, notwithstanding that property in any of the goods has not passed from Quest-eeze.
Until such time as property in the goods passes from Quest-eeze the buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to Quest-eeze. If the buyer fails to do so Quest-eeze 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 in this agreement shall cease.
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 Quest-eeze. Without prejudice to the other rights of the seller, if the buyer does so all sums whatever owing by the buyer to Quest-eeze shall forthwith become due and payable.
The buyer shall insure and keep insured the goods to the full price against ‘all risks’ to the reasonable satisfaction of Quest-eeze until the date that property in the goods passes from Quest-eeze, and shall whenever requested by the seller produce a copy of the policy of insurance. Without prejudice to the other rights of Quest-eeze, if the buyer fails to do so all sums whatever owing by the buyer to Quest-eeze shall forthwith become due and payable.
Where the buyer accepts or has been deemed to have accepted any goods, Quest-eeze shall have no liability whatever to the buyer in respect of those goods. In particular Quest-eeze shall not be liable to the buyer for late delivery or short delivery of the goods.
If the buyer fails to make payment for the goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the buyer’s goods, or if the buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the buyer or the buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator, administrative receiver or manager shall be appointed over the whole or any part of the buyer’s business or assets or if the buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately. Quest-eeze may in its absolute discretion and without prejudice to any other rights that it may have suspend all future deliveries of goods to the buyer and/or terminate the contract without liability upon its part; and/or exercise any of its rights pursuant to the above.
The buyer may not withhold payment of any invoice or other amount due to Quest-eeze by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatever.
Any notice required to be served pursuant to this contract of sale shall be in writing and served by first class post or by hand on the seller at Quest-eeze, The Control Tower, Learoyd Road, Caenby Corner Industrial Estate, Hemswell Cliff, Gainsborough, Lincolnshire DN21 5TJ or such other address as the seller may from time to time notify to the buyer and on the buyer at the buyer’s registered office or principal place of business.
Quest-eeze shall be entitled to a general lien on all goods of the buyer in Quest-eeze’s possession (including goods of the buyer that have been paid for) for the unpaid price of all goods sold to the buyer by Quest-eeze under this or any other contract.
For the avoidance of doubt please be aware that it is Quest-eeze’s policy to run periodic credit checks on all account holders.
Quest-eeze shall not be liable to the buyer or in breach of contract where performance of its obligations is prevented, frustrated or impeded as a result of any act of God, war, or civil disturbance, strikes or other industrial action, government or other authority, laws, regulations or orders, national emergencies, lockout, fire flood, draught, tempest, import or export restrictions, power failure, difficulty in obtaining materials or goods or any other cause beyond the control of the Quest-eeze.
Proper law of contract
This contract is subject to the law of England and Wales.
To discuss the Quest-eeze conditions of sale, please send any queries by email to firstname.lastname@example.org or write to us at Quest-eeze, The Control Tower, Learoyd Road, Caenby Corner Industrial Estate, Hemswell Cliff, Gainsborough, Lincolnshire DN21 5TJ.