1. Price
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 The price quoted excludes delivery, packaging, loading and unloading at the delivery point (unless otherwise stated).
1.4 Rates of tax and duties on the goods will be those applying at the time of delivery.
2. Delivery
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however: 2.2.1 you may not cancel if we receive your notice after goods have been despatched; and 2.2.2 if you cancel the contract, you can have no further claim against us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3. Delivery and safety
3.1 We may decline to deliver if: 3.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or 3.1.2 the premises (or the access to them) are unsuitable for our vehicle.
3.2 If you do not accept delivery when it is attempted, or if you do not collect the goods by the date we give for collection, we may: 3.2.1 treat the goods as having been delivered on that day (for the purposes of risk, inspection and payment); and 3.2.2 charge you for the storage or redelivery of those goods.
3.3 You must provide appropriate equipment and manual labour for unloading the goods at the delivery point.
4. Risk
4.1 The goods are at your risk from the time of delivery.
4.2 Delivery takes place either: 4.2.1 at our premises (if you are collecting them or arranging carriage); or 4.2.2 at your premises or address specified by you (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered) you must write to tell us within three days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
5. Payment terms
5.1 You are to pay us in cash or otherwise in cleared funds prior to delivery, unless you have an approved credit account.
5.2 If you have an approved credit account, payment is due no later than 30 days from invoice date unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the due date: 5.3.1 we may suspend or cancel future deliveries; 5.3.2 we may cancel any discount offered to you; 5.3.3 we may ask you to pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998, (a) calculated (on a daily basis) from the date of our invoice until payment, (b) compounded on the first day of each month, and (c) before and after any judgement (unless a court orders otherwise); 5.3.4 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and 5.3.5 we may recover (under clause 5.7) the cost of taking legal action to make you pay.
5.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of these at any time without notice.
5.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.6 While you owe money to us, we have a lien on any of your property in our possession.
5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6. Title
6.1 Until you pay all debts you may owe us: 6.1.1 all goods supplied by us remain our property; 6.1.2 you must store them so that they are clearly identifiable as our property; 6.1.3 you must include them in your company insurance cover against theft or damage; 6.1.4 you may use those goods and sell them in the ordinary course of your business, but not if (a) we revoke that right (by informing you in writing), or (b) you become insolvent.
6.2 You must inform us (in writing) immediately if you become insolvent.
6.3 If your right to use and sell the goods ends you must allow us to remove the goods.
6.4 We have your permission to enter any premises where the goods may be stored: 6.4.1 at any time to inspect them; and 6.4.2 after your right to use and sell them has ended, to remove them using reasonable force if necessary.
6.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of the goods supplied should you not pay us by the due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7. Warranties and liability
7.1 We warrant that the goods will: 7.1.1 comply with their description on our order confirmation form; and 7.1.2 be free from material defect; for a period of 12 months from the date of delivery (as long as you comply with clauses 7.3 and 7.4).
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3 You must ensure that: 7.3.1 the goods are not modified or defectively installed; 7.3.2 the goods are used and operated in accordance with any instructions that may have been notified to you; 7.3.3 the goods are used only for the types and maximum weights of loads and containers recommended or approved by us in writing; and 7.3.4 you have taken reasonable steps to draw to the attention of all persons using or proposing to use the goods all information, instructions and warnings in respect of the goods supplied.
7.4 If you believe that we have delivered goods which are defective in materials or workmanship, you must: 7.4.1 inform us (in writing) with full details, as soon as possible; and 7.4.2 allow us to investigate (we may need access to your premises and product samples).
7.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with the conditions in clauses 7.3 and 7.4 in full, we will (at our option) repair or replace the goods.
7.6 Subject to clause 7.9, we are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
7.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds.
7.8 For all other liabilities not referred to elsewhere in these terms, our liability is limited to damages to the price of the goods.
7.9 Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
8. Specification
8.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that: 8.1.1 the specifications or instructions are accurate; 8.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and 8.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
8.2 We reserve the right to make any changes in the specification of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
8.3 We also reserve the right to make without notice any minor modifications in our specifications we think necessary or desirable.
8.4 Any weights, dimensions, capacities, ratings and general descriptions contained in our catalogues, on our website, in our downloadable datasheets or in our advertising material are illustrative only and will not form any part of the contract between us.
8.5 You must pass on to any person using or proposing to use the goods any information or instructions supplied by us regarding the use, safe handling or installation of the goods.
8.6 You must observe and adhere to any information, instructions or recommendations regarding the goods and must not use, modify or install the goods in a manner which has not been approved by us.
9. Return of goods
9.1 We will accept the return of goods from you only: 9.1.1 by prior arrangement (confirmed in writing); 9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and 9.1.3 where the goods are as fit for sale on their return as they were on delivery.
9.2 Goods made, cut or assembled to your order — including chain cut to length, made-up chain and bespoke builds — cannot be returned unless defective.
10. Export terms
10.1 Where the goods are supplied by us to you by way of export from the United Kingdom, clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).
10.2 The Incoterms of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
10.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
10.4 Where the goods are to be sent by us to you by a route including sea transport, we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
10.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
10.6 We are not liable for death or injury arising from the use of the goods delivered in the territory of another state (within the meaning of s.26(3)(b) Unfair Contract Terms Act 1977).
11. Cancellation
11.1 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.2 then apply).
11.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may hold (or to which we are committed) for the order.
11.3 We may suspend or cancel the order by written notice if: 11.3.1 you fail to pay us any money when due (under the order or otherwise); 11.3.2 you become insolvent; or 11.3.3 you fail to honour your obligations under these terms.
12. Waiver and variations
12.1 Any waiver or variation of these terms is binding in honour only unless: 12.1.1 made (or recorded) in writing; 12.1.2 signed on behalf of each party; and 12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
13. Force majeure
13.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes, and difficulty in obtaining supplies.
14. General
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you has joint and several obligations under these terms.
14.3 If any of these terms are unenforceable as drafted: 14.3.1 it will not affect the enforceability of any other of these terms; and 14.3.2 if it would be enforceable if amended, it will be treated as so amended.
14.4 We may treat you as insolvent if: 14.4.1 you are unable to pay your debts as they fall due; or 14.4.2 you (or any item of your property) become the subject of (a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy), (b) any application or proposal for any formal insolvency procedure, or (c) any application, procedure or proposal overseas with similar effect or purpose.
14.5 All brochures, catalogues, our website, our downloadable datasheets and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6 Any notice by either of us which is to be served under these terms may be served by leaving it at, or by delivering it to (by first class post or by email), the other's registered office or principal place of business. All such notices must be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is our authorised representative and either: 14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or 14.8.2 which expressly state that you may rely on them when entering into the contract.
14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
15. Business customers
15.1 We supply trade and industrial customers. These terms are written for business-to-business sales, and by placing an order you confirm that you are buying in the course of a business.
15.2 If, exceptionally, we accept an order from a consumer, nothing in these terms affects the consumer's statutory rights.
16. Technical advice
16.1 Technical advice, chain identification and product matching that we provide free of charge is given in good faith, but responsibility for the suitability of the goods for your application rests with you unless we have confirmed suitability in writing under clause 14.8.
17. Drawings, specifications and confidentiality
17.1 All drawings, designs and documents prepared by us remain our property, and all intellectual property rights in them remain ours.
17.2 Each of us will keep confidential, and use only for the purposes of the contract, any drawings, specifications and technical information received from the other, except where the information is public or its disclosure is required by law.
17.3 We may retain your specifications and drawings on file for the purpose of fulfilling repeat orders.
18. Price variation on made-to-order goods
18.1 For goods made or obtained to your order, we may increase the price to reflect any material increase in manufacturer, raw-material, freight or currency exchange costs arising between our order confirmation and delivery. We will notify you in writing of any increase before delivery.
18.2 If we notify you of an increase under clause 18.1, you may cancel the affected order, without charge for that order, by written notice within 7 days of our notification (clause 11.2 does not apply to such a cancellation).