Terms and Conditions of Sale

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1. Definition.

In these terms and conditions of sale all references to ‘Seller’ are to Turnstone AV Ltd and all references to ‘Buyer’ are to the person, firm or Seller by whom the order is placed. The ‘Goods’ means the goods sold by the Seller to the Buyer.

2. General.

The contract is subject to these terms and conditions of sale and to the Seller’s product order confirmation which overrides any differing conditions whether oral, on the Buyer’s order form or the Buyer’s other documents unless expressly agreed by the Seller in writing.

3. Quotations.

A quotation by the Seller does not constitute an offer and (subject to the provisions of clause
4 below) the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance of the Buyer’s order

4. Price of the Goods.

The price of the goods shall be stated in the Seller’s confirmation of Order All prices are inclusive of packing and delivery but exclude VAT, which shall be added at the rate in force at the time of invoicing.

5. Terms of Payment.

Payment shall be made in full by the Buyer to the Seller without any deduction or set off in accordance with these terms and conditions of sale. Unless otherwise agreed in writing, payment is due 30 days end of month. On failure by the Buyer to settle any invoice by the due date (or in accordance with the terms agreed) the Seller may charge the Buyer interest on overdue accounts at the rate of an 8% per annum above the Bank of England base rate at the rate currently ruling until payment is made in full. A part of a month is treated as a full month. Should the debts be referred to a debt collection agency we reserve the right to recover the costs, calculated at 6% of the total debts due in addition to any interest charged. Payments by credit/debit card will incur additional charges.

6. Delivery Dates.

Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are given in good faith and the Seller shall use every reasonable endeavour to meet them. However the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. If the Buyer refuses or fails to take delivery of goods tendered in accordance with the Contract the Seller shall be entitled to immediate payment in full for the goods so tendered. If the Buyer, prior to tender requests a change in the delivery date, the Seller shall be entitled to re-negotiate the price and/or cancel the contract if no new price can be agreed The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall in addition to the purchase price pay all costs of such storage and any additional losses, costs, charges and expenses incurred as a result of such refusal or failure. The seller shall be entitled in the case of short life products to dispose of the same in such a manner as the Seller may determine and in the case of all other products the Seller shall be entitled after the expiration of one month from the date of refusal to take delivery to dispose of the goods in such a manner as the Seller may determine.

7. Retention of Title

7.1 Title.

No title in the Goods shall pass from the Seller to the Buyer unless and until the Seller has received payment in full for the Goods and for any other amounts owing by the Buyer to the Seller on any other account whatsoever.

7.2 Storage of the Goods.

Until payment of the Goods has been made in full, including payment of any interest due, the buyer shall store the Goods in such a way as to enable them to be identified as the property of the seller and shall hold them as bailer for the Seller. The Buyer shall not dispose of or part with possession of the Goods until that title has passed, save that the Buyer may sell the Goods in the normal course of business.

7.3 Risk.

The risk in the Goods shall pass to the Buyer when they are despatched from the Seller’s premises either for delivery to the Buyer or as a result of collection by the Buyer. The Buyer shall keep the Goods fully insured until title has passed.

7.4 Recovery of the Goods.

The Seller reserves the right to repossess and uplift the Goods and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and license to the Seller’s employees and agents to enter upon all or any of its vehicles or premises in which the Goods are stored with or without vehicles during normal business hours. This right shall continue to persist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller there under or otherwise.

7.5 Recovery of proceeds of sale of the Goods in the event of non-payment.

If the buyer re-sells any Goods supplied by the Seller, the proceeds of any such re-sale equivalent to all sums owing (“the proceeds”) shall belong to the Seller until payment has been received in full. The Buyer will hold the proceeds in fiduciary capacity and keep them in a separate account, to be remitted forthwith to the Seller.

7.6 Detaching the Goods.

In the event that the Goods become attached to any item belonging to the Buyer (“the buyer’s product”), and the Goods remain in the opinion of the Seller’s employees and/or agents readily detachable from the Buyer’s product without causing damage to the Buyer’s product, the buyer herby grants an irrevocable right to the Seller’s employees and agents to separate and remove the Goods from the Buyer’s product.

7.7 Termination of Buyers rights.

The Buyer’s right to possession shall cease forthwith in the following events: (a) the Buyer has not paid all amounts due to the Seller on any account whatsoever; (b) the Buyer is declared bankrupt or makes or attempts to make any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entitle a petition for winding up or a bankruptcy order to be presented; (c) the Buyer does or fails to do anything which would entitle any person to appoint a receiver to the whole or part of the Buyer’s assets or would entitle any person to present a petition for the administration of the Buyer or a resolution is passed for the winding up of the Buyer; (d) a judgement against the Buyer remains unsatisfied; (e) the Buyer is unable to pay a debt to a third party as it falls due and/or is deemed to be insolvent; (f) any distress or execution is levied against any of the Buyer’s assets.

7.8 Insuring the Goods.

The Buyer shall at all times keep the Goods comprehensively Insured against loss or damage by accident, fire, theft and other risk usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same time to time remaining outstanding. The policy shall bear an endorsement recording the Seller’s interest.

7.9 Mitigation.

All mitigation/recovery activities by the Seller under contract between the parties are agreed to be entirely without prejudice to any additional claims it may have against the Buyer for any failure by the Buyer to complete its obligations under the contract.

7.10 Deduction, Set-off or Counterclaim.

In the event of any of the occurrences referred to in the sub-clause above entitled “Termination of Buyer’s Rights” arising, all sums due from the Buyer to the seller shall become immediately due and payable without deduction, set-off or counterclaim.

8. Notification of Failure of Delivery in accordance with Contract.

The buyer shall notify the Seller and the carrier of any shortage in the quantity actually delivered or of any damage to or defect in the goods. Such notification shall be made by fax, letter or email as soon as practicable after delivery and in every case shall be confirmed in writing within two working days of delivery of the Goods. In the event of the Buyer failing to
give both the seller and the carrier such written notice then the Buyer shall be deemed to have accepted the goods in the quantity and state in which they are actually delivered and the buyer shall be deemed to have waived any claim. The Seller may at its option (if it accepts or agrees liability) make good any shortage or non-delivery and/or as appropriate replace or repair any goods found to be damaged.

9. Liability.

The Seller shall not be liable for defects in the goods caused by any act neglect or default of the Buyer or of any third party or for the unsuitability of the goods for mixing with other goods or substances. The Seller’s aggregate liability to the Buyer in respect of any occurrences or series of occurrences whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the price of the defective damaged or undelivered goods determined by net price invoiced to the Buyer whether loss and damage is limited to the goods or includes consequential losses. Subject to the foregoing and unless specifically otherwise agreed in writing between the Seller and the Buyer, all conditions warranties and representations expressed and implied by statute common law or otherwise in relation to the goods are hereby excluded to the full extent permitted by law

10. Interference with Markings.

The Buyer shall not alter, obscure, remove, conceal or otherwise interfere with any markings, or other identification of source or origin placed by the Seller on the goods, or on their labelling or packaging.

11. Third Party Rights.

If the Buyer uses or sells the Goods in such manner as to infringe any rights of a third party the Seller shall not be responsible for such infringement nor for any alleged infringement arising from the Buyer’s action in relation to the goods and the Buyer hereby agrees to indemnify the Seller from and against all liability arising there from. The Buyer shall not make any representations warranties or guarantees with reference to Goods except such as are consistent with these terms and conditions and entirely on its own behalf and not on behalf of the Seller.

12. Force Majeure.

If the supply of Goods by the Seller is prevented, hindered, delayed or rendered uneconomical by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to Acts of God, restrictions, restraint or interference by any Government or governmental or official body or any legislation or rules or order they may make, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood. severe weather conditions, or other circumstances affecting the supply of the Goods or of raw materials therefore by the Seller’s normal source of supply or the manufacture of Goods or the means of delivery, the Seller shall be under no liability to the Buyer and shall have the right to cancel or suspend the whole or any part of the Seller’s unfulfilled obligations and in the event of any such cancellation or suspension to treat the terms of this contract as having been modified by mutual consent.

13. Insolvency and Default.

If the Buyer shall become bankrupt or commits any act of bankruptcy or if the Buyer is or is deemed insolvent or is put into liquidation otherwise than by voluntary liquidation for the purpose of an amalgamation or solvent reconstruction or if the Buyer shall enter into any arrangement or composition with creditors or If a Receiver or Administrative Receiver or Administrator of the Buyer’s assets or undertaking or any part thereof is apportioned or if the Buyer commits any breach of this or any contract between the Seller and the Buyer the Seller may at its option cancel this contract in whole or in part and refuse to make any further delivery.

14. Letters of Credit.

Where payment of the Goods is to be made by confirmed/irrevocable letter of credit, the Buyer remains liable to make payment to the Seller in the event that either the Bank which issued or the Bank which confirmed the letter of credit fails to do so.

15. Assignment.

This contract is between the Buyer and the Seller as principles and is not capable of assignment by the Buyer except with the written consent of the Seller.

16. Amended Terms and Conditions.

Any amendments of the terms and conditions of the sale of the Goods shall be of no effect unless agreed in writing by the Seller.

17. Waiver.

Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter. No exercise of any one right or remedy under these terms and conditions or at law or in equity shall (save to the extent, if any provided expressly under these terms and conditions) operate so as to hinder or prevent the exercise of any other right or remedy howsoever at law or in equity.

18. Severance of Conditions.

If any of these terms and conditions or any portion of same shall be held to be invalid or unenforceable in whole or in part under any enactment or rule of law such term or condition or portion of same shall to that extent only be deemed not to form part of these terms and conditions and the validity and enforceability of all the remaining terms and conditions shall not be affected.

19. Law and Arbitration.

This contract shall be governed and construed in accordance with the laws of England and Wales and any dispute arising hereunder shall be submitted to amicable negotiation or alternative dispute resolution or failing resolution of same then by arbitration in London by reference to a single arbitrator agreed upon between the parties or failing agreement upon application of either to be appointed pursuant to the rules of the London Court of International Arbitration and as provided by the Arbitration Act 1996 or any statutory modification or re-enactment thereof from time to time in force and in such event the award of the arbitrator shall be final and binding, save that the claims by the Seller against the Buyer for non-payment of the price or any part thereof of the Goods may, at the option of the Seller be pursued in the appropriate Courts of the jurisdiction where the Buyer is resident.

20. Divisibility Clause.

This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

21. Data Protection.

All data will be held securely by us in confidence and processed for the purpose of carrying out supply of products. In considering your application, you accept that we may consult with and disclose data to credit reference agencies, banks, credit insurers and other responsible organisations outside our business that we have nominated (“third parties”), and that such third parties may process the data.

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