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1. Conditions Applicable

a) These conditions shall apply to all contracts for the sale of goods by the seller to the buyer to the exclusion of all other Terms and Conditions including any Terms and Conditions which the buyer may purport to apply under any Purchase Order, confirmation of order, or similar document.


b) All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions.


c) No order received from a buyer by the seller shall constitute a contact until accepted in writing by the seller.


d) Acceptance of delivery of the goods shall be deemed conclusive evidence of the buyer's acceptance of these conditions.


e) Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the seller.


f) Every quotation by the seller is open to acceptance until the expiry of 30 days after the date appearing thereon unless thereon it is otherwise expressly stated or the quotation is earlier withdrawn or modified or the seller expressly in writing to later acceptance.


g) Any advice or recommendation given by the seller or its employees to the buyer or its employees or agents relating to the storage, application or use of the goods which is not confirmed in writing is acted upon entirely at the buyer's risk.

2. Delivery of Goods

a) Unless otherwise agreed in writing by the seller the costs of packing carriage and delivery of goods shall be paid by the buyer.


b) The goods shall be delivered to the buyer's address on the delivery date. The buyer shall make all arrangements to take delivery of the goods whenever they are tendered for delivery.


c) The goods shall be at the buyer's risk as from delivery.


d) The seller may deliver the goods by separate instalments in accordance with the agreed delivery schedule. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.


e) The failure of the seller to deliver or the failure of the buyer to pay for any one or more of the said instalments of the goods on the due date shall not entitle either party to treat this contract as repudiated.


f) The seller shall not be liable for any lose or damage whatever due to failure by the seller to deliver the goods (or any of them) promptly or at all.


g) Notwithstanding that the seller may have delayed or failed to deliver the goods (or any of them) promptly the buyer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within three months of the delivery date.


h) Any date of delivery specified by the seller shall be treated as estimate only.


i) If the buyer does not accept delivery of the goods when delivered by the seller, the seller shall in its absolute discretion be entitled either to treat the contract as at end or to deliver the goods on a later date and if the latte, the buyer shall be liable to pay the seller a reasonable sum of such storage and to reimburse the seller for any insurance premiums in respect of the goods. The seller shall not be under any liability to the customer for any loss or damage to the goods while in storage howsoever arising.


j) The seller shall not be liable for any loss or damage or deterioration in the goods from the time of despatch of the goods from the seller's premises from whatever cause. Gods shall be deemed to have been despatched in full quantity and in good condition unless particulars of shortage or defects alleged are notified in writing by the buyer to the seller within 7 days of the date of despatch as shown on the seller's delivery note.

3. Price & Payment

a) The price shall be the price set out on the sellers invoice. The price is exclusive of VAT which shall be due at the rate ruling on the date of the sellers invoice.


b) Payment of the price and VAT shall be paid on delivery of the goods unless the seller has received a satisfactory credit rating for the buyer when the seller may in writing accept payment in full within 30 days from the 1st of the month following the sellers invoice date.


c) The seller reserves the right by giving notice to the buyer at any time before delivery to increase the price of goods to reflect any increase in cost to the seller which is due to any factor beyond the control of the seller (such as increase in labour costs, currency fluctuations, material costs) or any change in delivery date, quantities or specification or delay or failure by the buyer to give the seller adequate information or instruction.


d) Interest in overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment of 5% over the National Westminster Bank Plc from time to time


e) If the buyer is in default of making any payments to the seller on the due date the seller shall be entitled to suspend all further deliveries under all contracts between the seller and buyer until payment in full has been made. Subsequent goods must be paid for on delivery.


f) The buyer shall not be entitled to claim set off against any sums due to the seller.

4. Retention of Title

a) In spite of delivery having been made, property in the goods shall not pass from the seller until:

  1. The buyer shall have paid the price plus VAT in full; and
  2. No other sums whatsoever shall be due from the buyer to the seller.


b) Until property in the goods passes to the buyer in accordance with clause i) of the clause, the buyer shall hold the goods and each of them on a fiduciary basis as bailee for the seller. The buyer shall store the goods (at no cost to seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the seller's property.


c) Notwithstanding that the goods (or any of them) remain the property of the seller; the buyer may sell or use the goods in the ordinary cause of the buyer's business at the full market value for the account of the seller. Any such sale or dealing shall be a sale or use of the seller's property by the buyer on the buyer's own behalf and the buyer shall deal as principal when making such sales or dealings. Until property in the goods passes from the seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the sellers money.


d) The seller shall be entitled to recover the price (plus VAT) notwithstanding the property in any of the goods has not passed the seller.


e) Until such time as property in the goods passes from the seller the buyer shall on request deliver up such of the goods as have not ceased to be in existence or resold to the seller. If the buyer fails to do so the seller may enter upon the premises owned occupied or controlled by the buyer where goods are situated and re-possess the goods. On the making of such request the rights of the buyer under clause 3 of this clause shall cease.


f) The buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the seller. Without prejudice to the other rights of the seller, if the buyer does so, all sums whatever owing by the buyer to the seller shall forthwith become due and payable.


g) The buyer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of the seller until the date the property in the goods passes from the seller and shall whenever requested by the seller produce the policy of insurance. Without prejudice to the other rights to the seller, if the buyer fails to do so all sums whatever owing by the buyer to the seller shall forthwith become due and payable.

5. Specifications & Variations

a) The goods shall be supplied in accordance with the description contained in the seller's specification and/or in the contract.


b) The seller may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for the purpose of the goods.


c) If the buyer requires any variation in the goods the buyer shall deliver a full specification of such amendments to the seller in writing and if the seller agrees to make such variations, the buyer shall pay all reasonable extra costs incurred by the seller in carrying out such variations and the delivery date shall be as specified by the seller.


d) Sales by Sample:

The bulk of the goods will correspond with the sample in quality provided that the seller shall have no liability to the buyer unless more than 5% of the goods do not so correspond. The buyer shall be deemed to have had a reasonable opportunity of comparing the bulk of any consignment of goods with the sample after two days from delivery have expired and unless the buyer notifies the seller within 2 further days of any defect rendering the goods not in accordance with the contract the buyer be deemed to have accepted all the goods so delivered.

6. Exclusions & Limitations

a) The seller shall be under no liability whatever to the buyer for any indirect loss and/or expense (including loss of profit) suffered by the buyer arising out of a breach by the seller of this contract.


b) In the event of any breach of this contract by the seller the remedies of the buyer shall be limited to damages. Under no circumstances shall the liability of the seller exceed the price of the goods.


c) All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the seller or effect the statutory rights of the buyer dealing as consumer.


d) All terms and conditions and warranties (whether implied or made expressly) whether by the seller or its servants or agents or otherwise other than those expressed warranties set out in the contract relating to the quality and/or fitness for purpose of the goods or any of the goods are excluded.


e) The buyer will accept full liability for and shall indemnify the seller against all liability:

  1. For the accuracy of any design or specification produced by or on behalf of the buyer; and
  2. That the goods shall be fit for the buyer's purpose and use the buyer relying on its own skill and judgement
  3. All description drawings and specifications and other particulars however issued by or on behalf of the seller are approximate only and the seller will not be bound thereby unless expressly confirmed in writing to the buyer for the purposes of the contract. Performance figures given by the seller concerning its goods are typical of what it expects goods to obtain on test and shall be subject to reasonable tolerance and rejection limits. Deviations from such figures shall not be made the basis of any claim against the seller except where specifically agreed to the contrary in writing by the seller and in no event shall the seller be responsible for performance figures supplied by sub-contractors or other third parties. If the goods are to be subject of acceptance test before despatch rejection under this clause must be indicated to the seller prior to despatch of goods. The buyer assumes responsibility for ensuring that the goods stipulated in the order are sufficient and suitable for the purpose required. The seller reserves the right to alter patents and designs without notice. Published performance figures shall not necessarily apply after service repairs to the goods and subsequent performance figures will depend upon condition and age of goods.
  4. Any advertisement catalogue price list illustration or other publication containing information regarding weights measurements capacities performance and any other data relating to the goods shall not form part of this contract for the sale of the goods and the buyer shall be deemed to rely upon his own judgement as to the quality and fitness of the goods for the buyers use.

7. Intellectual Property

a) The specification designs and documents relation to the goods (including the copyright, design right or other intellectual property in them) belongs to and is the property of the seller.


b) Where any designs or specifications have been supplied by the buyer for manufacture by or to the order of the seller then the buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the goods shall not infringe the rights of any third party.


c) The buyer will indemnify the seller against all costs claims and demands that the sale of use of the goods supplied to the design or specification under sub-clause 2 contravenes any third party's intellectual property rights.

8. Cancellation

a) The seller may cancel this contract at any time before the goods are delivered by giving written notice. On giving such notice the seller shall promptly repay to the buyer any sums paid in respect of the price less the costs and expenses incurred by the seller to the date of cancellation. The seller shall not be liable for any loss or damage whatsoever arising from such cancellation.


b) The buyer may cancel this contract at any time before the goods are delivered by giving notice in writing. On giving such notice:

  1. The seller shall cease to be bound to deliver the goods and the buyer shall cease to be bound to receive delivery of any further goods;
  2. The buyer shall forthwith pay to the seller all costs liabilities expenses and loss of profit on a quantum meriut;
  3. Force Majeure; Neither party shall be liable for any default due to any Act of God: strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control by the parties.

9. Insolvency

If the buyer fails to make payment for the goods in accordance with this contract or commits any other breach of those contract or if any distress or execution shall be levied upon any of the buyer's goods or if the buyer offers to make an arrangement with its creditors or if a petition in Bankruptcy is presented against the buyer or the buyer is unable to pay its debts as they fall due or if being a Limited Company any resolution or petition to wind up the buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver or Administrative Receiver shall be appointed the sale price shall become payable immediately. The seller may in its absolute discretion without prejudice to any other rights it may have:


a) Suspend all future deliveries of goods and/or terminate the contract without liability on its part; and/or


b) Exercise any of its rights pursuant to clause 4.

10. Governing Law

a) This contract is subject to the Law of England and Wales.


b) All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

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