Terms and Conditions
“Buyer” means the person, firm or company, from whom the order is received.
“Seller” means The Plumbing Supplies Co. Limited
“Goods” means the articles or any of them described in the order.
“Price” means the total sum specified by the seller in its acceptance of the order.
“Specification” means the technical description (if any) of the goods contained or referred to in the order.
“Order” means the order placed by the buyer for the supply of goods.
“Cash” means notes and coins of the realm and shall not include cheques.
(a) These terms and conditions shall apply to all trading between the seller and the buyer and acceptance
by the seller of the buyers order is conditional upon acceptance of the buyer of the following
conditions which override all other terms and conditions inconsistent therewith whether express
implied or otherwise.
(b) Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these
conditions , except as agreed by both parties in writing and signed on their behalf in the case of the
seller by a director of the seller, and in particular
(i) where the buyer requires the goods for a particular purpose , the seller shall be deemed to have
no notice of such purpose unless that purpose is agreed by the buyer and the seller in writing
and signed on their behalf.
(ii) the seller and the buyer acknowledge that there is no usage or course of trading in existence
which could affect the terms of this contract in any way.
(iii) any stipulation or conditions on a buyers order form shall be deemed to be inapplicable to any
order placed with the seller unless expressly agreed to by a director in writing when
acknowledging the order in question.
3. Limitation of Liability
(a) Except in the case of a consumer sale as defined in S.4 of the Supply of Goods (Implied Terms) Act
1973, all conditions or warranties of every kind whether express or implied by law or otherwise are
hereby expressly excluded, and the seller shall not be liable for damage or loss of any kind including
but not limited to any consequential loss and whether caused by negligence or otherwise which may
arise out of or result from the contract or the supply of goods hereunder.
(b) If, within 12 months after delivery, the buyer gives notice in writing to the seller of any defect in the
goods which shall arise under proper use from faulty design (other than a design made furnished or
specified by the buyer) materials or workmanship, then the seller shall at his absolute discretion
replace or repair the goods to as to remedy the defect PROVIDED ALWAYS that the seller shall not be
liable for any consequential loss resulting from the said faulty design materials or workmanship nor
for any loss or expense arising as a result of the said replacement or repair.
(c) Examination of the goods has been made by or on behalf of the buyer prior to the signing of the order
and no description or representation on the part of the seller is given or implied by this agreement nor
is any warranty condition description or representation to be taken to have been given or implied from
anything said or written in the negotiations between the parties or their representations prior to this
(d) The description given in the order or elsewhere of the goods has been given by way of identification
thereof only and the user of such description shall not constitute a sale by description.
(e) Notwithstanding that a sample of the goods has been exhibited to and inspected by the buyer, it is
hereby declared that such a sample was so exhibited and inspected solely to enable the buyer to judge
for himself of the quality of the bulk, and not so as to constitute a sale by sample under this contract.
The buyer shall take the goods at his own risk as to their corresponding with the said sample or as to
their quality condition or sufficiency for any purchase.
(f) No forbearance or indulgence by the Seller shown or granted to a Buyer, whether in respect of these
Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer
or be taken as a waiver of these Conditions.
(a) The buyer shall inspect the goods immediately on the delivery thereof and shall within three days from
such delivery give notice in writing to the seller of any matter or thing by reason whereof he alleges
that the goods are not in accordance with the contract and/or of whether he rejects them. If the buyer
shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the
contract and the buyer shall be bound to accept and pay for the same accordingly.
(b) If the buyer gives notice that he rejects the goods and such rejection shall afterwards become
ineffectual by reason of the buyer dealing with the goods as owner, or by reason of any other conduct
on the part of the buyer inconsistent with such rejection, the buyer shall be bound to pay the purchase
money thereof in full and shall have no claim for damages or compensation by reason of any
disconformity of the goods with the contract.
(c) If the buyer rejects the goods under clause 4(a) hereof, the seller may elect to supply other goods
complying with the specification contained in the order to the seller within 14 days of the date of the
notice of rejection and if those goods are not properly rejected by the buyer, the seller shall be deemed
to have complied with his obligations under this contract and no claim by the buyer arising out of the
sellers rejection of the original goods shall lie against him.
5. Retention of Title
(a) Title of the goods shall not pass to the buyer and the seller reserves the right to dispose of the goods
until all sums due from the buyer to the seller have been paid in full or until such time as the buyer
sells the goods by way of bona fide sale at full market value.
(b) Without prejudice to the generality of clause 5(a), title to the goods supplied under the contract shall
not pass to the buyer and the seller reserves the right to dispose of the goods until payment in full for
the goods has been received by the seller under the terms of this contract or until such time as the
buyer sells the goods by way of bona fide sale at full market value.
(c) For so long as the buyer remains in possession of the goods whilst title thereto remains with the
(i) the relationship of the buyer to the seller shall be fiduciary in respect of the goods or other
products in which they are incorporated or used and
(ii) the buyer shall store the goods separately from any other goods so that they are identifiable as
the property of the seller.
(d) At anytime after the amount outstanding from the buyer to the seller on general account between
them exceeds any credit limit agreed between the parties or in the absence of such agreement
exceeds the amount of credit which the seller in his absolute discretion is prepared to allow to the
buyer or if the buyer shall default in payment on the due date of any sum due by the buyer to the seller,
or if the buyer shall commit an act of bankruptcy or suffer any execution to be levied upon his
property, or if, being a company, it suffers a receiver to be appointed of its undertaking or is placed
in liquidation otherwise than for the purpose of reconstruction or amalgamation then, in any such
event, the seller may recover or resell the goods or any of them and may by its servants or agents
enter upon the premises of the buyer for the purpose of repossessing the goods and the buyer hereby
grants to the seller a licence for that purpose.
(e) (i) in the event of the buyer incorporating the goods with any other goods in manufacturing
process or otherwise altering the goods in any way the product so produced shall be the property
of the seller until title to the goods themselves would otherwise have passed to the buyer under
these conditions and all the sellers rights hereunder shall extend to such products.
(ii) if any other goods with which the goods are admixed or incorporated are the property of any third
party then the product shall be treated as owned by the seller and the owner of those goods as
tenants in common in the proportion (by value) in which the respective goods have been
incorporated therein until title to the goods themselves would otherwise have passed to the buyer
under these conditions and all the sellers rights hereunder shall extend to those other goods.
(f) (i) if the buyer shall resell the goods or any product made therefrom the buyer shall hold the
proceeds of the sale thereof or any debt due to the buyer representing the same for so much
thereof as is attributable to the sellers interest therein under clause 5(e)(ii) hereof) upon trust for
the seller until title to the goods would otherwise have passed to the buyer under these
(ii) pursuant to the trust referred to in clause 5(f)(k) the buyer shall not permit such proceeds of sale
to be mingled with its own monies but shall pay the same into a separate trust account
designated with the name of the seller.
(iii) if the buyer shall fail to comply with this sub clause (f), in addition to any other rights under this
contract the seller shall have the right to trace the proceeds of sale of the goods or products in
accordance with the principles in re Hallett’s Estate (1880) 13 Ch D 696, (1874-80) All E R Rep
793. A like right for the seller shall apply where the buyer uses the goods or products in any way
to as to be entitled to payment from a third party.
(g) If the seller, having exercised its right to recover the goods or any products made therefrom shall sell
such goods or products, whether or not this contract shall in the meantime have been terminated, he
shall apply the proceeds of sale in payment of all sums then due from the buyer to the seller and shall
hold any balance remaining to the order of the buyer.
(h) Any debt due to the buyer which is subject to the trust referred to in clause 5(f) hereof (or as much
thereof as aforesaid, as the case may be) shall upon demand be assigned by the buyer to the seller
together with all such other rights (if any) as the buyer may have against its debtor for recovery of the
(a) Except where there is an existence at the date of the order a written arrangement by both parties signed
on their behalf in the case of the seller by a director of the seller, conferring credit terms or otherwise
varying terms as to payment upon the buyer payment of the price of goods, shall be made in cash
and shall be made in cash on monthly a/c terms i.e., payment by the end of the month following the
month of purchase.
(b) If the price of the goods is not paid on the date upon which it became due whether by virtue or clause
6(a) hereof or by virtue of any agreement varying the time during which payment of the price is to be
made as to payment the following consequences shall ensue:
(i) compound interest shall be payable by the buyer as well after as before any judgment which may
be obtained by the seller in respect thereof on
(1) the price of the goods and
(2) on any other sums which by virtue of clause 6(b)(2) hereof shall thereupon become due
from the buyer to the seller such interest shall be calculated from the date upon which
payment of the price became due with half-yearly rests at the rate of 3% above the base rate
for lending of Nat West Bank PLC for the time being applicable and varying in accordance
with any variation in that base rate, and
(ii) any credit arrangements subsisting between the buyer and the seller whether in respect of the
goods which are the subject of this contract or otherwise shall terminate and all and any sums
due from the buyer to the seller on any account whatsoever shall become due and payable
(c) The seller reserves the right to vary the price at any time by notice in writing given by the seller to the
buyer PROVIDED that if any such variation shall increase the price of the goods by more than 10%
the buyer shall have the option, within fourteen days of the giving of the said notice by notice in
writing to the seller either to proceed with the order at the price so varied or to cancel such part of
the order as maybe affected by the said variation.
(d) The time herein mentioned within which the buyer is to pay the price of goods shall be of the essence
of this contract.
(a) Subject to clause 7(b) hereof the goods shall be delivered by the seller at, or despatched for delivery
to, the place or places and in the manner specified in the order or as subsequently agreed.
(b) The performance of all contracts is subject to variation or cancellation by the Seller owing to any act
of God, war, strikes, Government regulations or orders, national emergencies, lock-outs, fire, flood,
drought, tempest or any other cause (whether or not of a like nature) beyond the control of the seller
or owing to any inability by the seller to procure materials or articles required for the performance of
the contract and the shall not be held responsible for any inability to deliver caused by any such
contingency or for any loss consequent thereon.
(c) Unless otherwise specified in the order the seller shall be deemed to have made a due delivery of the
goods if the goods are collected by or on behalf of the buyer or delivered to or collected by a carrier
nominated by the buyer and such delivery shall be deemed to have taken place at the moment when
the goods are received into the possession of the buyer, his servant, agent, representative or such
(d) Any claim for damage to or partial loss of the goods in transit must be submitted in writing to both
carrier and the seller within three days of delivery. In the case of non-delivery of the whole
consignment claims must be submitted in writing to both the carrier and the seller within seven days
of receipt by the buyer (or buyers agent) of notification of despatch of the goods. In the absence
of claims within the terms mentioned above the goods shall be deemed to have been delivered in
accordance with the contract.
(e) If for any reason the buyer is unable to accept delivery of the goods at the time when the goods are
due and ready for delivery the seller shall at his absolute discretion and without prejudice to his rights
hereunder if his storage facilities permit, store the goods until their actual delivery, and the buyer shall
pay to the seller on the actual delivery of said goods in addition to any sum due under Clause 6
hereof such sum as represents the costs (including insurance and the cost of any abortive deliveries)
of his so doing.
Not withstanding any of these conditions of sale, the risk of any loss or damage to or deterioration of the
goods from whatever cause arising shall pass to the buyer on delivery of the goods and the buyer shall
be liable to insure the same and shall pay all sums due under this contract whether or not the goods are
lost destroyed damaged or stolen.
If the purchase enters into a deed of arrangement or commits an act of bankruptcy or compounds with his
creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the
Court shall make an order that the purchaser shall be wound up (otherwise than for the purposes of
amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of
the purchaser or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver or
manager or which entitle the Court to make a winding up order or if the purchaser takes or suffers any
similar action in consequence of debt or if the buyer shall commit any breach of any part of the Contract the
Company may without prejudice to its other rights and remedies hereunder stop all Goods in transit and
suspend further deliveries and by notice in writing to the purchaser may forthwith determine the Contract.
When the goods are made or adapted by the seller in accordance with the buyers specifications the buyer
shall indemnify the seller against all costs, claims and expenses incurred by the seller in respect of the
infringement or alleged infringement by such goods of any patent, registered designs, trade marks or other
rights belonging to third parties.
11. Proper Law
The proper law of this contract shall be English law and any difference or dispute arising between the seller
and the buyer shall be subject to the sole and exclusive jurisdiction of the English Courts.