1.1 ‘Buyer’ means the person/company/business who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’ means the terms and Conditions of sale set out in this document.
1.3 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.4 ‘Price’ means the price for the goods excluding carriage, packing, insurance and VAT.
1.5 ‘Seller’ means Top Gun Air Nailers Ltd, Company No. 348 3437 Cardiff
2.1 These Conditions shall apply to all contracts for the sale of goods from the Seller to the Buyer, to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All Orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.
2.3 Acceptance of the delivery of goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.4 Any variation to these conditions shall be inapplicable unless agreed in writing by the Seller.
3. THE PRICE AND PAYMENT
3.1 The price shall be the Seller’s quoted price set out in the price list or verbally given.
The price is exclusive of VAT which shall be due at the rate ruling at the date of the Seller’s invoice.
3.2 These shall be held open for a 30 day period, although all quotations are based on the current foreign exchange rate (rate of wages, raw material and general commodities and are subject to revision without notice).
3.3 Shall be due at the end of the next month after the date of invoice. Time for payment shall be of the essence.
3.4 On overdue invoices interest shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 3% above our bank’s base rate from time to time enforced and shall accrue at such a rate after, as well as before any judgement.
3.5 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s rights, the Seller may want to suspend or cancel deliveries of any article to the Buyer and/or to appropriate any payment made by the Buyer to such of the goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.6 By clicking the ‘Accept’ button on the order page the Buyer agrees to these terms and conditions. By completing and submitting the electronic order form the Buyer is making an offer to purchase goods which, if accepted by the Seller, will result in a binding contract.
4. THE GOODS
4.1 The quantity and description of the goods shall be set out in the Seller’s quotation.
4.2 The Seller may, from time to time make changes in the specifications of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.
If the contract is for sale by sample the bulk of the goods will correspond with the sample, although the sample should be regarded as a general representation of the goods to be supplied.
4.3 All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the goods or any goods are excluded.
5. WARRANTIES & LIABILITIES
5.1 The Seller warrants that the goods will at the time of delivery correspond to the description given by the Seller.
5.2 All of the above (whether by the Seller or its servants or agents or otherwise) other than those express warranties set out in the current edition of the Seller’s specification, relating to the quality and/or fitness for purpose of the goods or the goods are excluded.
6. DELIVERY OF THE GOODS
6.1 Delivery of the goods shall be made to the Buyer’s address on a delivery date, however if the Buyer’s address is a building site the Seller will not deliver tools to that site.
6.2 The Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
6.3 The Seller shall not be liable for any loss or damage or other due to failure by the Seller to deliver the goods (or any of them) promptly or at all.
6.4 Notwithstanding that the Seller 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 tended at any time within 3 months of the delivery date.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall have deemed to have accepted the goods 72 hours after delivery to the Buyer.
7.2 The Buyer shall not be entitled to reject the goods which are not in accordance with the contract.
7.3 If the Buyer rejects any goods which are not in accordance with the contract, the Buyer shall non the less pay the full price for such goods, unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s cost, returns such goods to the Seller before the date when payment of the price is due and in any event within 72 hours of the goods being delivered to the Buyer.
8. TITLE & RISK
8.1 The goods shall be at the Buyer’s risk as from delivery.
8.2 In spite of delivery having been made, property and the goods shall not pass from the Seller until;
i) The Buyer has paid the price + VAT and;
ii) No other sums whatever shall be due from the Buyer to the Seller.
8.3 Until the property and the goods passes to the Buyer in accordance with Clause 8.2 the Buyer shall hold the goods and each of them on a fiduciary basis as bailey for the Seller.
The Buyer shall store the goods at no cost to the Seller separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the goods (or any of them) remain the property of the Seller, 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 the Seller. Any such sale or dealing or use of the property by the Buyer shall be on the Buyer’s own behalf and the Buyer shall deal as principle when making such sales or dealings. Until the property and the goods passes from the Seller, the entire proceeds of the sale or otherwise, the goods shall be held in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the price (+ VAT) notwithstanding that the property and any such goods has not passed from the seller.
8.6 Until such time as the property and the goods passes from the Seller, the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or re-sold to the Seller. If the Buyer fails to do so the Seller may enter any premises owned, occupied or controlled by the Buyer and where the goods are situated and re-possess the goods. On the making of such requests the rights of the Buyer under clause 8.4 shall cease.
8.7 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 the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever are in by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller, produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. REMEDIES TO THE BUYER
9.1 Where the Buyer accepts or has been deemed to have accepted any goods, then the Seller shall have no liability whatever to the Buyer in respect of those goods.
9.2 The Seller shall not be liable to the Buyer for late delivery or short deliveries of the goods unless the Buyer notifies the Seller of the shortage within 72 hours of receipt of delivery.
9.3 The Seller 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 from a breach of the Seller of this contract.
9.4 The Buyer shall inspect the goods on delivery and shall within 7 days of delivery notify the Seller of any alleged defects, shortage in quantity, damage or failure to comply with the description or sample. The Buyer shall afford the Seller an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which should be apparent on a reasonable examination of the goods and the Buyer shall be deemed to have accepted the goods.
9.5 The Buyer shall notify the Seller of any non-delivery of the whole consignment or incomplete cartons within 72 hours of the date of delivery.
9.6 The Seller’s liability to the Buyer, whether for any breach of contract or otherwise shall not in any event exceed the price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense settled by the Buyer or liabilities to the third party incurred by the Buyer.
9.7 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability from death or personal injury caused by negligence of the Seller or affect the statutory rights of the Buyer, dealers or customers.
9.8 In the event that the Buyer wishes to return any purchased item(s) to the Seller, the Buyer must first contact the Seller by email or telephone and obtain confirmation that the return can be accepted. Returned goods are subject to a 20% restocking fee (minimum £10) to cover costs incurred.