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1. Definitions
In these terms and conditions the following words have the following meanings.
‘The Company’ shall mean Retford Ready Mix Concrete & Screed Ltd / WeMix Concrete.
‘The Goods’ shall mean the products or items supplied by the Company in response to orders received.
‘The Buyer’ shall mean the corporate entity, firm or person referred to in the quotation, order, acknowledgement, delivery or invoice.
2. Formation of the Contract
2.1 All orders are placed under these terms and conditions alone.
2.2 These terms and conditions exclude any other terms and conditions inconsistent therewith which the Buyer might seek to impose, even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them, or may be contained in any other offer, acceptance or counter offer made by the Buyer.
2.3 No variation of these terms and conditions is permitted unless expressly accepted by a director of the Company in writing.
3. Cancellation
3.1 No cancellation by the Buyer is accepted except where expressly agreed by a director of the Company in writing.
3.2 The Buyer will, in the event of an agreed cancellation by the Buyer, indemnify the Company against all expenses incurred up to the time of such cancellation, including without limitation the reimbursement of all delivery charges.
4. Risk
4.1 Delivery shall take place when the Company delivers the goods to the Buyer’s premises, or any premises specified by the Buyer; risk therein shall pass to the Buyer upon delivery.
4.2 All goods must be signed for upon delivery or collection. Goods which appear to be damaged or not to specification upon delivery should be signed for with a notation to this effect on the Company’s delivery note, and such damage should be notified to the Company by the Buyer immediately.
4.3 Time of delivery is not of the essence.
4.4 The Company shall not be liable for any loss whatsoever or howsoever arising, caused by non-delivery.
5. Price
5.1 Unless otherwise agreed in writing, prices paid for the goods shall be the Company’s current prices at the date of delivery of the goods.
5.2 The Company reserves the right at any time prior to delivery of the goods to adjust the price to take into account any increase in the cost of raw materials, labour or services.
6. Terms of Payment
6.1 Payment is due for goods supplied by the 15th day of the month following the month in which the Company’s invoice is dated, if on account, and in all other cases immediately on delivery.
6.2 Time for payment shall be of the essence.
6.3 The Company reserves the right to charge a sum equal to 3% of the gross value of the invoice if payment is not made within the term specified under clause 6.1, as the Company has discounted its prices to take into account prompt payment.
6.4 The Buyer will have no right to set off, statutory or otherwise.
7. Retention of Title
7.1 Notwithstanding delivery and the passing of risk in the goods, title in the goods shall not pass to the Buyer and shall remain with the Company until whichever shall be the first to occur of the following:
7.2.1 Payment being received by the Company for the goods, and no other amounts then being outstanding from the Buyer to the Company in respect of goods supplied by the Company;
7.2.2 The Buyer selling the goods in accordance with the provisions of these terms and conditions, in which case title to the goods shall be deemed to have passed to the Buyer immediately prior to delivery of the goods to the Buyer’s customer;
7.2.3 The Company waiving its rights under this clause in respect of specified goods, whereupon title to the said goods shall forthwith vest in the Buyer.
7.3 The Buyer is licensed by the Company to use or to agree to sell the goods delivered to the Buyer, subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other monies or paid into an overdrawn bank account, and shall at all times be identifiable as the Company’s monies.
7.4 Until the goods pass:
7.4.1 The Buyer will hold the goods as fiduciary agent and bailee for the Company.
7.4.2 The goods shall, subject to clause 7.3, be kept separate and distinct from all other property of the Buyer and of third parties, and in good and substantial repair and condition, and be stored in such a way as to be clearly identifiable as belonging to the Company.
7.4.3 The Company may at any time revoke the power of sale and use contained in clause 7.3 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied at any other time to the Buyer).
7.4.4 The Buyer’s power of sale and use contained in clause 7.3 shall automatically cease if the Buyer has a petition for winding up presented, or passes a resolution for voluntary winding up otherwise than for a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver or administrator appointed of all or any part of its assets, or becomes bankrupt or insolvent, or enters into any arrangement with creditors, or takes or suffers any similar action in consequence of debt.
7.4.5 Upon determination of the Buyer’s power of sale and use pursuant to sub-clauses 7.4.3 and 7.4.4, the Buyer shall place any of the goods in its possession or under its control and unsold at the disposal of the Company, and the Company shall be entitled to enter upon any premises of the Buyer for the purpose of removing such goods.
7.5 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or accounts in respect of such goods as the Company may, in its absolute discretion, think fit, notwithstanding any purported appropriation to the contrary by the Buyer.
8. Quality and Purpose
8.1 Unless otherwise agreed in writing, the goods supplied hereunder are not the subject of any guarantee, and where any credit is given by the Company it shall apply for a period of 12 months only from the date of delivery or collection. The Company shall only be obliged hereunder to correct, free of charge, faults in the goods arising under proper use and notified by the Buyer to the Company, or, at the discretion of the Company, to replace the goods.
8.2 The Company shall be released from its obligations under any guarantee specified in 8.1 above in respect of any faults attributable to the misuse, abuse or neglect of the goods by the Buyer, or the Buyer’s failure to notify the Company of any fault in the goods within 48 hours of its occurring.
8.3 The goods supplied hereunder are warranted to accord with a specification within normal limits of industry quality.
8.4 All other warranties or conditions as to quality or description (statutory or otherwise) are excluded, except in so far as such exclusion is prevented by law.
8.5 No representation or warranty is given as to the suitability or fitness of the goods for any particular purpose, and the Buyer shall satisfy himself in this respect and shall be totally responsible therefor.
8.6 The description given to the goods in any quotation or contract is given by way of identification only, and the use of such description shall not constitute the contract a sale by description. The Company reserves the right to alter the specification at any time without notice.
8.7 If the goods are in such a state as would, but for this condition, entitle the Buyer to repudiate the contract and/or claim damages from the Company, the Company reserves the right to repair or replace the goods.
9. Liability
9.1 Notwithstanding the provisions of these terms, in the event of any claim by the Buyer against the Company in respect of the goods or of their performance, the Company shall only be liable, if at all, for the replacement of the goods.
9.2 The Company has no control over the nature of the material to which, and the method in which, the goods are applied, or the prevailing conditions in which application takes place, and the Company shall not be liable for any loss, damage or claims arising directly or indirectly from incorrect or defective application of the goods.
10. Health and Safety at Work
The Company hereby gives notice to the Buyer that the Company has available information and product literature concerning the conditions necessary to ensure that the goods supplied hereunder will be safe and without risk to health when properly used. If the Buyer is not already in possession of such literature, or requires any information or advice in connection with the safe use of the goods, the Buyer should immediately contact the Company.
11. Force Majeure
The Company shall not be liable for any failure to deliver the goods arising from circumstances outside the Company’s reasonable control, including but not limited to strikes, lock-outs, accidents, reductions in or unavailability of power, breakdown of plant or machinery, or shortage of or unavailability of raw materials from normal sources and routes of supply.
12. Assignability
This agreement is personal to the parties hereto, and the Buyer shall not assign the same to any third party without the written consent of the Company.
13. Proper Law
This contract is governed by English law, and any dispute arising out of or in connection with this contract, unless settled by mutual agreement, shall be determined by the English Courts.
Updated July 2024