Terms & Conditions

ADH BASELINE LIMITED TRADING TERMS AND CONDITIONS

             April 2017

1. CONDITIONS APPLICABLE:
i) These terms and conditions shall unless or except to the extent that the Seller and Buyer otherwise agree in writing apply to all tenders offers quotations acceptances deliveries and agreements relating to the sale of goods by the Seller and the Buyer shall be deemed to assent thereto.
ii) No representative agent or salesman who is not a director of the Seller has any authority to amend or waive any of these conditions or other provisions of the Contract.

2. PAYMENT
i) Unless otherwise agreed or specified by the Seller in writing the invoice amount shall become due for payment by the Buyer thirty days from the date of invoice.
ii) The Seller reserves the right to charge interest at an annual rate of 2% above National Westminster Bank Plc Base Rate from time to time on all overdue monies with such interest accruing on a daily basis.

3. PRICE
All prices quoted are as net of VAT.
The Seller shall be permitted to increase the price of the goods before delivery particularly where circumstances normally associated with its supplies make it necessary but where such increase is proposed the Buyer shall have the right to cancel the Contract if the final price is too high in relation to the price agreed when the Contract was concluded.

4. DELIVERY
i) Time is not of the essence of the Contract and any time or date specified by the Seller or its agent as the time at which or the date on which the goods will be despatched or delivered or as the case may be available for collection is given and intended as an estimate only and the Seller shall not be liable for any loss damage or expense however arising from delay in delivery.
ii) The Buyer shall at the request of the Seller supply the Seller with details necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery.

5. SELLER’S LIABILITY
i) Where the goods or any part thereof are supplied designed or manufactured other than by the Seller the Sellers obligations to the Buyer shall not exceed those owed to the Seller by the relevant supplier designer or manufacturer.
ii) The Setter warrants to the Buyer that the goods will at the time of delivery correspond to the description given by the Seller.

6. RISK OF DAMAGE TO OR LOSS OF THE GOODS
i) In the case of goods to be delivered otherwise than at the Seller’s premises risk or damage to or loss of the goods shall pass to the Buyer at the time of delivery or if the buyer wrongfully fails to take delivery of the goods when the Seller has tendered delivery of the goods.
ii) In the case of goods to be delivered at the Sellers premises risk of damage to or loss goods shall pass to the Buyer when the Seller notifies the Buyer that the goods are available for collection.

7. TITLE TO THE GOODS
I) Notwithstanding delivery and the passing of risk In the goods or any of the provisions of these conditions property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price for the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
ii) Until such time as the property and the goods passes to the Buyer the Buyer shall hold the goods as the Seller's fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored protected Insured and I identified as the Seller’s property. Until that time the buyer shall be entitled to re-sell or use the goods In the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer an d third parties, and in the case of tangible proceeds properly stored protected and insured.
iii) Until such time as the property in the goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if the Buyer fails to do so forthwith the Seller shall be entitled to enter upon the premises of the Buyer or any third party where the goods are stored and re-possess the goods.
iv) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the properly of the Seller but if the Buyer does so all monies owning by the Buyer to the Seller shall (without prejudice to any right or remedy of the Seller) forthwith become due and payable.

8. STATUTORY RIGHTS
Nothing in these terms and conditions shall affect the statutory rights of the Buyer.

9. ACCEPTANCE OF THE GOODS
In order to afford the Buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the Contract and in the case of a Contract for sale by sample of comparing the bulk with the sample the Buyer shall only be deemed to have accepted the goods 72 hours after delivery to the Buyer.

10. NO ASSIGNMENT
The Contract of which these conditions form part shall be personal to the Buyer and shall not nor shell any rights under It be assigned by the Buyer without the prior written consent of the Seller.

11. NOTICE
Any notice given hereunder must be in writing and may be effected by personal delivery fax or by registered mail postage and if effected by fax shall be deemed to be received on the day of sending and If effected by post shall be deemed to be received forty eight hours after the date of posting.

12. GOVERNING LAW
These conditions and the Contract of which they form part shall be construed In accordance with English law and the Buyer agrees to submit to the Jurisdiction of the English courts.