1. GENERAL
1.1 These Conditions apply to all contracts between Inman & Company (Electrical) Ltd (“WE/OUR/US”) and the buyer of the goods (“YOU/YOUR”) to the exclusion of all other terms and conditions (including any which YOU purport to apply under any purchase order, confirmation of order, specification or other documents) and comprise the entire agreement between us in relation to the goods.
1.2 Any variation to these Conditions and any representations about the goods, any conditions precedent or collateral contracts have no effect unless expressly agreed in writing and signed by OUR director.
1.3 Any term(s) in these Conditions held to be invalid (despite any allowed modification, alteration or relaxation of them by the Court) will not affect the validity of other terms in these Conditions.
1.4 All OUR samples, drawings, descriptive matter, specifications and advertising are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They do not form part of any contract and this is not a sale by sample.

2. THE PRICE AND PAYMENT
2.1 All prices quoted are valid for 30 days only or until YOUR earlier acceptance, after which time they may be altered without notice.
2.2 WE reserve OUR right by giving notice to you at any time before delivery to increase the price of goods to reflect any increase in the cost to US, which is due to manufacturer’s costs foreign exchange fluctuation, any change in delivery dates, quantities or specifications of goods ordered by YOU.
2.3 The price is exclusive of any applicable value added tax, and all costs and charges in relation to packaging, delivery and insurance. All of these amounts are due, unless WE have agreed otherwise in writing, by the last day of the calendar month following the month of the invoice. Time for payment will be of the essence.
2.4 You must make all payments in full without any deduction by way of set off or counterclaim.
2.5 Interest on all overdue invoices accrues from the date when payment becomes due until the date of payment at a rate of 4% above National Westminster Bank plc’s base rate from time to time in force and will accrue daily at that rate before and after any judgment. The Company reserves the right to claim interest and costs under the Late Payment of Commercial Debts (Interest) Act 1998.
2.6 If YOU fail to make any payment on the due date then without prejudice to any of OUR other rights WE may: 2.6.1 suspend or cancel deliveries of any goods due to YOU and/or 2.6.2 appropriate any payment made by YOU to such of the goods as WE may in OUR sole discretion think fit and/or 2.6.3 recover any goods in accordance with clause 6.

3. WARRANTIES AND LIABILITY
3.1 We will endeavour to transfer to YOU the benefit of any warranty or guarantee we are given for the goods.
3.2 Subject to clauses 3.1, 4 and 5, the following provisions set out OUR entire financial liability to YOU in respect of any breach of these conditions; any use made or resale by YOU of any of the goods and any representation, statement or tortious act or omission (including negligence).
3.3 All warranties, conditions and other terms implied by statute or common law (except the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from OUR contract with YOU. 3.4 Nothing in these conditions excludes or limits OUR liability: 3.4.1 for death or personal injury caused by OUR negligence; or 3.4.2 under Section 2(3), Consumer Protection Act 1987; or 3.4.3 for any matter which it would be illegal for US to exclude or attempt to exclude its liability; or 3.4.4 for fraud or fraudulent misrepresentation.
3.5 Subject to clauses 3.3 and 3.4: OUR total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a contract is limited to the contract price. 3.5.2 WE are not be liable to YOU for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case, whether direct, indirect or consequential, or any claims of consequential co-operation whatsoever (howsoever caused) which arise out of or in connection with the contract to supply goods.

4. DELIVERY OF GOODS
4.1 The Goods will be delivered to YOU by US or OUR nominated carrier. YOU will make all arrangements necessary to take delivery of any goods.
4.2 Any dates WE specify for delivery of the goods are intended to be an estimate only. Time for delivery is not of the essence now nor can it be made so by notice from YOU. If no dates are specified, delivery will be within a reasonable time. Subject to the other provisions of these conditions WE are not liable for any direct, indirect or consequential loss caused directly or indirectly by any delay in the delivery of the goods (even if caused by OUR negligence), no delay entitles YOU to terminate or rescind the Contract unless the delay exceeds 90 days.
4.3 If for any reason YOU fail to accept delivery of any of the goods when they are ready for delivery, or WE are unable to deliver the goods because you have not provided appropriate instructions, documents, licenses or authorisations: 4.3.1 the goods will be deemed to have been delivered; 4.3.2 WE may store the goods until delivery; 4.3.3 YOU are liable for all storage and insurance costs and expenses.
4.4 WE may deliver the goods by separate instalments. Each instalment is a separate contract and no cancellation or termination of any one contract relating to an instalment entitles YOU to repudiate or cancel any other contract or instalment.

5. ACCEPTANCE OF GOODS
5.1 YOU will be deemed to have accepted Goods 24 hours after delivery by US. Queries relating to shortages or damaged goods must be notified to US within 24 hours of delivery. We will then issue a claim number, which must be quoted on correspondence 5.2 YOU must retain the packing note, original contents and packaging for inspection. 5.3 Faulty or damaged goods returned will be examined by US on receipt. If a fault is found, we will replace the goods within a reasonable time or issue a credit note for the faulty goods. Where no fault is found, the goods will either at our sole discretion: 5.3.1 be returned to YOU without credit and be subject to a redelivery charge; or 5.3.2 they will incur a restocking fee.

6. TITLE AND RISK
6.1 The risk in the goods passes from US to YOU upon delivery or deemed delivery of goods to YOU. However, not withstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, does not pass to YOU until WE have received in cash or cleared funds payment in full for all goods delivered to YOU under this and all other contracts between US and YOU for which payment of the full price of the goods has not been paid. Payment of the full price of the goods includes any interest or other sum payable under the terms of this and all other contracts between US under which the goods were delivered.
6.2 Until ownership of the goods has passed to YOU, YOU must: 6.2.1store them separately from all YOUR other goods in such a way that they remain readily identifiable as OUR property; 6.2.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and 6.2.3 maintain the goods in satisfactory condition and keep them insured on OUR behalf for their full price against all risks to OUR reasonable satisfaction. On request, YOU will produce the policy of insurance to US.
6.3 YOU may resell the goods before ownership has passed to YOU provided that any sale is in the ordinary course of the YOUR business at full market value; and any such sale will be a sale of OUR property on YOUR own behalf and YOU deal as principal when making such a sale.
6.4 WE are entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from US.
6.5 YOU grant US and our agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where YOUR right to possession has terminated, to recover them.
6.6 On termination of the contract, howsoever caused, YOUR right to possession of the goods terminates and OUR rights contained in this clause 6 remain in effect.

7. GENERAL
7.1 WE may assign a contract between us or any part of it to any person, firm or company. YOU are not entitled to assign a contract between us or any part of it without OUR prior written consent.
7.2 WE reserve the right to defer the date of delivery or to cancel a contract between us or reduce the volume of the goods ordered by YOU (without liability to YOU) if WE are prevented from or delayed in the carrying on of OUR business due to circumstances beyond OUR reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to OUR workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable goods, provided that, if the event in question continues for a continuous period in excess of 90 days, YOU are entitled to give notice in writing to US to terminate the contract.
7.3 Each of OUR rights or remedies under the contract is without prejudice to any other right or remedy whether under the contract or not.
7.4 Failure or delay by US in enforcing or partially enforcing any provision of the contract cannot be construed as a waiver of any of OUR rights under the contract.
7.5 The parties to the contract do not intend that any term of the contract is enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
7.6 YOU must comply with the Waste Electrical and Electronic Equipment Regulations 2006. All goods supplied to YOU for non-household use must be disposed of, at the end of their life, by YOU at YOUR cost. We will only accept goods at the end of their life where WE have agreed in writing to do so and this will be subject to transport and disposal costs.
7.7 The formation, existence, construction, performance, validity and all aspects of the Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

8. BREACH OF AGREEMENT
8.1 If 8.1.1 YOU commit a serious breach of these conditions including (but not limited to) breaches which cannot be remedied or which YOU fail to remedy within ten days;- or 8.1.2 a petition presented for YOUR winding-up; or YOU pass a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or YOU enter into any voluntary arrangement with YOUR creditors; or YOU become subject to an administration order; or YOU have a receiver appointed of all or part of YOUR assets. YOU become bankrupt, insolvent or enter into any voluntary arrangement with YOUR creditors; or have any application made for the sequestration of YOUR estate: 8.1.3 Then WE may (without incurring any liability to YOU and/or without prejudice to OUR other rights) do one or more of the following: 8.1.4 treat the contract as ended; 8.1.4 suspend any further deliveries under the contract; 8.1.5 demand immediate payment for goods already supplied (regardless of any previous agreement to the contrary).