Terms & conditions of Sale (“Terms”)

These conditions shall be incorporated in, and form part of every contract for the sale by Raffenday Limited (hereafter called the “Seller”) of any materials or other goods (hereinafter called the “Goods”) which shall be the subject of the contract between the Seller and the persons, company or other organisation (hereafter called the “Buyer”) purchasing the goods.

1. THE PRICE
   
   • i) The Seller may at any time before delivery increase the price of the Goods by written notice to the Buyer.
   • ii) All quotations and estimates issued by the Seller are, unless otherwise stated based on current cost of supplies to the Seller at the time of order and are subject to increase on or after acceptance, in order to meet any rise in costs.
   • iii) If the rise is more than 15% of the initial order price, the Buyer shall be entitled to cancel the order within seven days (Saturday, Sunday and Bank Holidays excluded) of receiving notice of the revised price.
   • iv) V.A.T. and any other taxes are chargeable in addition to all prices and payable by the Buyer at the rate(s) in force at the relevant time for such taxable supplies even if the rate(s) rise(s) from the date of the order.
2. PAYMENT
   
   • i) Unless otherwise stated on the Seller’s Delivery Note, payment for the Goods shall be made not later than thirty days after the end of the month in which the date of the invoice arises.
   • ii) Without prejudice to the right of the Seller to payment in accordance with the terms of payment hereunder, the Seller shall, at its discretion, have the right to charge interest at a rate per annum equal to whichever is the greater of a) 1.5% above the average base for the time being charged by the London Clearing Banks and b) 8% on any sum outstanding after thirty days from the date of which the sum becomes due for payment to the actual date of payment.
3. DELIVERY
   
   • i) Upon delivery, the Goods shall be at the Buyer’s risk but the property in the Goods shall not pass to the Buyer until such time as payment for Goods has been made. ii)         All delivery dates are estimates only. The Seller shall not be liable for failure to deliver by such dates or for any damage or loss arising directly or indirectly out of delay in delivery, nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery.
   • iii) Carriage may be charged for delivery, in addition to price quoted, unless prices are quoted as a delivered price’ in which case this shall be agreed before order confirmation.
4. SHORTAGES AND DAMAGES AND/OR LOSS IN TRANSIT
   
   • i) The Buyer shall inspect the Goods immediately upon delivery and shall, within fourteen working days of such delivery give notice in writing to the Seller of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the order, Any delivery note marked ‘Not Examined’ will not be accepted by the Seller for the purpose of this sub-paragraph.
   • ii) If the Buyer shall fail to give such proper notice as is required hereunder, then the Goods shall be deemed in all respects to be in accordance with the order and the Buyer shall be deemed to have accepted the goods.
   • iii) Goods represented by the Buyer to be defective or not to conform to the contract shall if authorised by the Seller be returned and, in the Seller’s, absolute discretion shall either be replaced or credited.
5. CANCELLATION OF ORDER
   
   • i) Subject as herein provided, orders for UK Goods may not be cancelled or suspended without the Seller’s written consent.
   • ii) Any cancellation or suspension of an order is acceptable only on the express condition that the Seller shall be indemnified against any loss incurred wholly or in part by cancelation or suspension.
6. DEFAULT
   
   • i) If the Buyer shall commit any breach of these Terms or if any distress or execution shall be levied upon any of the property or assets of the Buyer or if the Buyer shall, in opinion of the Seller, be unable to pay the Seller for the Goods or suspend payment of its debts or make any arrangements with its creditors or being a company have a Receiver appointed of its assets, or pass any resolution to be wound-up, or being a person shall command any act of bankruptcy, or have any bankruptcy petition presented against it, then and in any such event the Seller shall, without prejudice to any other rights or remedies it might have and without any liability whatsoever be at liberty by notice in writing to the Buyer.
     • To cancel all orders and contracts or any part thereof remaining unfulfilled between the Seller and the Buyer for the delivery of the Goods.
     • Either for its agents or itself to have access to the Buyer’s premises for the protection, removal, realisation and disposal of any Goods at any time from time to time in which the property shall not have passed from the Seller to the Buyer in accordance with these Terms.
7. FORCE MAJEURE
   
   • i) The Seller shall not be liable in any way for, loss or damage arising directly or indirectly, through or in consequence of delivery of the Goods being prevented or delayed by happenings or occurrences due to or by reason of mobilisation of hostilities, acts of the Queen’s enemies or war (Whether declared or not). Government actions, acts of God, riots, combination of workmen, lockouts, strikes, disturbances wherever taking place, want of raw materials or fuel in consequence of non-delivery, want of transport, accidents, fire, flood, heat, frost, store damage or intemperate weather, holidays, breakdowns, accidents to machinery, late provision to the Seller of any information or instruction pertinent to the fulfilment of the order.
   • ii) The Seller shall not be liable for any failure to fulfil any obligation under these Terms if prevented from so doing by any cause beyond its reasonable control.
8. GOVERNING LAW
   
   • i) Unless otherwise agreed in writing these Terms shall be read and construed to take effect in all respects in accordance with the laws of England and the Buyer hereby submits to the jurisdiction of the English courts.