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Terms and Conditions
TERMS AND CONDITIONS OF SALE
1. Definitions
1.1 In these conditions, except where the context requires:-
“the Company” means Trilogy Logistics Ltd.
“the Customer” means the person, persons, firm or company entering into a contract with Trilogy Logistics Ltd.
“the Goods” means any goods or products of whatsoever nature that are to be supplied by the Company to the Customer pursuant to these Conditions.
“these Conditions” means the terms and conditions of sale set out in this document.
2. Basis of Sale
2.1 These conditions apply to all contracts for the sale of goods by the Company and apply to the exclusion of all other terms and conditions whether contained or referred to in
other documents of the Company or whether proposed or stipulated by the Customer in whatever form whether written or oral.
2.2 No variation modification or waiver of or addition to these Conditions shall be binding unless agreed in writing and signed by the duly authorised representative of the
Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods
unless confirmed by the Company in writing. In entering into this agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach or of,
any such representations which are not confirmed.
2.4 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Customer, it is hereby agreed that such sample was so exhibited and expected
solely to enable the Customer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Customer 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 purpose.
2.5 All descriptions and illustrations contained in the Company’s catalogues, web site, price lists and advertisements or otherwise communicated to the Customer are intended
merely to present a general idea of the Goods described therein, and nothing contained in any of them shall form any part of the contract.
3. Sale and Purchase
3.1 The Company agrees to sell the Goods to the Customer and the Customer agrees to purchase them on these Conditions.
3.2 No order which has been accepted by the Company whether orally or in writing may be cancelled by the Customer.
3.3 The Company reserves the right to levy a carriage surcharge on small orders.
4. Delivery
4.1 Delivery shall take place when the Goods are delivered to the Customer’s place of business or such other place as may be requested by the Customer on its Credit Account
Application Form and agreed to by the Company. Delivery will normally be made within 48 hours of acceptance of the Customer’s order by the Company but time of
delivery shall not be of the essence of the contract and the Company shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery
or non-delivery.
4.2 The Company shall be entitled to deliver part of the Goods ordered or to deliver by instalments and invoice the Customer appropriately for such part delivery or each such
instalment. Where the Goods are to be delivered by instalments, each delivery shall constitute a separate contract and any default or breach by the Company in respect of
any instalment shall not entitle the Customer to cancel any other instalments.
4.3 The Customer shall inspect the Goods immediately on receipt thereof. If the Customer alleges that the Goods are defective in material or workmanship or are not otherwise
in accordance with the contract or that less than the advised amount of the Goods was delivered, the Customer shall notify the Company and the carrier (otherwise than by
a note on the delivery note) within three days of delivery quoting the despatch note number and setting out detail the grounds for any such allegation. If the Customer fails
to give such notice it shall be conclusively presumed that the Goods are free from any defect which would be apparent on reasonable examination of the Goods and are in
all respects in accordance with the contract and that the advised amount of the Goods has been delivered. The Customer shall be deemed to have accepted the Goods
accordingly. In the event that the Customer establishes to the Company’s reasonable satisfaction that the Goods are not in accordance with the contract or are defective in
materials and workmanship the Customer’s sole remedy shall be in accordance with clause 6.1 below.
4.4 Without prejudice to the provisions of clause 4.1 above, if any Goods are not delivered within three days of the Company accepting the Customer’s order or within one day
of receipt of the invoice by the Customer, the Customer shall notify the Company forthwith by telephone and confirm such notification in writing within three days
thereafter.
4.5 Notwithstanding clause 3.2 and clause 4.1 above, if delivery of any item comprised in the Goods has not been made within 3 months of the estimated delivery date, the
Customer shall be entitled to cancel its order in respect of that item, but the Company shall in no circumstances be liable to compensate the Customer in damages or
otherwise for late delivery or non-delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising there from.
4.6 The Customer shall be deemed to accept the Goods on their delivery.
5. Risk and Title
5.1 Risk or loss of damage of the Goods shall pass to the Customer on delivery and the Customer shall insure the Goods in the joint names of the Customer and the Company
from that time until title to the Goods passes to the Customer against any loss or damage, such insurance to be in an amount no less than equal to the whole of the price of
the Goods.
5.2 Title of the Goods shall not pass to the Customer until the Company has received payment in full of the whole of the price of the Goods and of all other Goods which the
Company has agreed to sell to the Customer for which payment is then due.
5.3 Until title in the Goods passes to the Customer, the Customer shall hold the Goods as fiduciary agent and bailee for the Company and shall keep the Goods separate from
those of the Customer and third parties and property stored, protected and identified as the property of the Company.
5.4 Without prejudice to Clause 5.3 above, if the Customer shall sell the Goods before title in them passes to the Customer or if the Customer shall receive any insurance
proceeds in respect of the Goods, the Customer shall hold the proceeds of sale or insurance in a separate account for the Company absolutely and shall keep all such
amounts from any other monies or property of the Customer or any third parties.
5.5 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at
any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer where
the Goods are stored and repossess them or if the Goods are stored by any third party, the Customer shall at its own cost procure entry for the Company to enter any such
premises to repossess the Goods. Demand for or recovery of the Goods shall not of itself discharge either the Customer’s liability to pay the whole of the price and take
delivery of the Goods or the Company’s right to sue for the whole of the price of the Goods.
5.6 The Customer 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 property of the Company or
allow any lien to arise thereon but, if the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the
Company) forthwith become due and payable.
5.7 The Customer shall indemnify the Company in respect of any loss suffered by the Company in consequence of any failure on the part of the Customer to pay for Goods
purchased form the Company whether or not the Company shall have exercised any of its rights under these Conditions.
5.8 For the avoidance of doubt, all Goods shall be presumed to belong to the Company unless the Customer can prove otherwise.
6. Warranties and Liabilities
6.1 The Company warrants that the Goods will be free form defects in manufacture and materials on and for a period of three months after delivery to the Customer. If the
Customer discovers any such defects its sole remedy shall be promptly to notify such defect to the Company and return the defective Goods to the Company in accordance
with the Company’s return procedure. The Company shall investigate such alleged defect and, if the Company is satisfied that it arises from defects in manufacture or
materials and not from misuse or accidental damage then the Company shall either provide a credit note for the price for such Goods, or replace the Goods, as the Company
shall elect..
6.2 The Company shall be liable without limit to any person killed or injured through its proven negligence. The Company shall also be liable for any direct
damage to tangible property caused by the proven negligence of the Company up to a maximum of £50,000.
6.3 Subject to sub-clause 6.2 above, in no event shall the Company’s liability in respect of any Goods exceed the price paid for those Goods, whether or not
arising out of negligence.
6.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms, whether express or implied by statute, common law or otherwise, are excluded
to the fullest extent permitted by law. Save as provided in these Conditions and except as aforesaid, the Company shall not be under any liability whether in contract, tort or
otherwise, in respect of any defects in the Goods or failure to correspond to specification or sample or for any damage, injury or loss resulting from such defects or failure
or from any work done in connection therewith.
6.5 The Company shall not be liable in any event for any indirect, special or consequential loss including loss of profits.
6.6 Nothing in this contract shall affect the rights of persons dealing as consumers.
6.7 Except pursuant to sub-clause 6.2 above, no action, regardless of form, arising out of the transactions under these conditions may be bought by the Customer more than two
years after the cause of action has accrued.
7. Payment
7.1 The price of the Goods shall be the price listed in the Company’s published price list current at the date of the contract for their supply, unless otherwise agreed by the
parties.
7.2 The Customer shall make payment to the Company in respect of all invoices in full and without any reduction or set-off to be received by no later than the twenty seventh
day (not being a bank or public holiday) of the month following that in which the invoice was issued by the Company. Time of payment shall be of the essence.
7.3 Payment shall be made to the Company at Salthouse Road, Brackmills Ind. Est. Northampton NN4 7BD, or in the event that payment is effected by way of
Bank transfer, to the Company’s account at Barclays Bank plc, as cleared funds no later than midday on the last working day of calendar month.
7.4 All credit facilities granted to the Customer by the Company are based upon the Customer’s status and in the case of any person or persons trading under a firm name are
personal to such persons.
7.5 In addition to the price of the Goods, the Customer shall pay all applicable taxes including value added tax and any increases in prices due to circumstances outside the
Company’s control.
7.6 If full payment is not received by the Company on the due date then without prejudice to its rights the Company shall be entitled to:
7.6.1 sue for entire price; and /or
7.6.2 charge interest under the Late Payments of Commercial Debts Act 1998, together with costs on the outstanding balance.
8. Returns
General
8.1 Only Goods purchased by the Customer directly from the Company within 18 months of the date of request for returns authorisation are eligible for return in any event.
8.2 Goods falling in each of the 3 categories, Shipping Error, Faulty and Privilege Returns MUST BE PACKAGED SEPARATELY. Failure to do this will entitle the
Company without prejudice to its other rights to refuse to accept the Goods and/or to charge the Customer for all freight and administration costs of returning the Goods to
the Company and reshipping them back to the Customer.
8.3 All Goods must be returned strictly in accordance with the procedures and conditions of this Condition. Any Goods not so returned or sent to the Company without pre-
authorisation shall be returned to the Customer at his expense.
8.4 With regard to returns made under the classifications “Shipping Error” or “Faulty” the Company may decline to issue any credit where it doubts the validity of the claim,
and will give the Customer the option of having the Goods in question returned at his expense. If the Customer does not exercise such option within the time specified by
the Company, the Company may retain and/or destroy the Goods without giving the Customer any credit.
8.5 Where any Goods are returned after the time period specified, the Company reserves the right to return them to the Customer at his cost.
8.6 Where the percentage of returned Goods, whether shipping errors or faults, is significantly in excess of the average returns, the Company reserves the right to terminate that
Customer’s account without prejudice to Company’s other rights.
8.7 The Company shall have no liability to the Customer in respect of any errors in delivery or damaged or faulty Goods except as set in this Condition 8 subject as provided
by Condition 6.
8.8 The Customer must, on notification of a Privilege Returns Allowance, telephone the Company’s Returns Department with a Returns Request or complete a returns request
Form and send it to the Company’s Returns Department. GOODS MUST NOT BE SENT AT THIS STAGE. In due course the Company will send the Customer a Return
Authorisation.
8.9 Upon receipt of the Return Authorisation the Customer may return to the Company only those Goods which are listed as having been authorised.
8.10 The Customer must package all Goods to be returned together with a copy of the Return Authorisation.
8.11 The Customer must then send all packages AT THE CUSTOMER’S COST AND RISK to reach the Company within 28 days of the date shown on the Return
Authorisation. The Company will allow the Customer a credit of the price paid by the Customer for all authorised Goods returned.
8.12 Goods which have been deleted may not be returned at any time more than 6 months from the date of deletion.
8.13 Goods must be returned in as good and complete condition as they were in on delivery.
8.A Shipping Errors
This category comprises:
(i) Goods delivered which do not conform with the Customer’s order;
(ii) Non-delivery of Goods ordered and invoiced;
(iii) Goods delivered with damaged packaging.
8.B Faulty Goods
This category comprises Goods which are found to be faulty owing to a design or manufacturing defect or to have been damaged prior to delivery. IT DOES NOT INCLUDE PRODUCT DELIVERED WITH DAMAGED PACKAGING WHICH SHOULD BE RETURNED AS A SHIPPING ERROR .
8.C Privilege Returns
Each Third Party Label has reserved the right to grant a Privilege Returns Allowance in respect of its own Goods. For the avoidance of doubt and unless otherwise specified in writing by a Label, the privilege allowance scheme granted by a Label (if any) shall only apply on its own Goods.
9. Third Party Rights
9.1 The Company shall at its expense defend any action against the Customer and pay all damages and costs awarded against the Customer (except to the extent that the
Customer is entitled to recover such sums under any policy of insurance) based on a claim that any of the Goods constitute an infringement of any patent or copyright or
other intellectual property rights in the United Kingdom or misuse any confidential information belonging to any third party (“a claim”) PROVIDED THAT:-
9.1.1 the Company shall be notified promptly in writing by the Customer of any notice of a Claim;
9.1.2 the Company shall have the sole control of the defence of any action on a Claim and all negotiations for settlement or compromise;
9.1.3 the Customer shall allow its name to be used in proceedings if necessary and provide all reasonable assistance in defending any action; and
9.1.4 the Customer shall take all steps reasonable possible to mitigate any loss suffered by it as a result of a Claim.
9.2 If a Claim is successful or the Company considers that it is likely to be successful, the Company may, at its own option or as a part of a settlement or a compromise, require
the Customer to return the Goods subject to the Claim and refund to the Customer the price paid for them by the Customer.
9.3 This clause states the entire obligation and liability of the Company with respect to Claims.
10. Termination
10.1 The Company shall be entitled to terminate this agreement forthwith by notice in writing to the Customer:-
10.1.1 if the Customer commits an irremediable breach of this agreement, persistently repeats a remediable breach or commits any remediable breach
and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or
10.1.2 if the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes
bankrupt (being a company) goes into liquidation (otherwise that for the purpose of solvent amalgamation or reconstruction) or if the Customer ceases or threatens
to cease to carry on business or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer or if the Company
reasonably apprehends that if any such events is about to occur in relation to the Customer and notifies the Customer accordingly; or
10.1.3 if in the Company’s opinion there has been a material change in the creditworthiness of the Customer.
10.2 In the event of termination by the Company pursuant to clause 10.1 then, without prejudice to any other right or remedy available to the Company the Company shall be
entitled to:
10.2.1 cancel the contract or suspend any further delivery under the contract without any further liability to the Company, notwithstanding any previous agreement or
arrangement to the contrary; and/or:
10.2.2 require the immediate return of all goods agreed to be sold by the Company to the Customer in which the property has not passed to the Customer and the
Customer hereby authorises the Company to recover the Goods and enter any of the Customer’s premises or any third party’s premises for that purpose and to
reimburse the Company upon demand its costs and expenses in recovering the Goods.
11. General
11.1 Clause headings are for reference and convenience only and do not affect the interpretation of this agreement.
11.2 The construction, validity and performance of this agreement is governed by English law and the parties accept the non-exclusive jurisdiction of the English Courts.
11.3 No failure or delay in exercising any right hereunder shall operate as a waiver thereof and shall in no way affect the Company’s rights later to enforce or exercise it.
11.4 Each order placed by the Customer and accepted by the Company is a separate and independent contract and the Customer hereby agrees that it shall have no right to
set-off, claim and/or counterclaim in respect of any other of the Company’s obligations arising in respect of any other order or agreement between the parties.
11.5 This agreement is personal to the Customer and the Customer may not assign, transfer, sub-contract or otherwise part with this agreement or any right or obligation under
it except with the prior written consent of the Company.
11.6 The invalidity or unenforceability of any term of or any right arising pursuant to this agreement shall not in any way affect the remaining terms or rights.
11.7 The Company shall have no liability to the Customer if its performance of any of its obligations under this agreement is prevented or hindered due to any circumstances
outside its control.
12. Force Majeure
12.1 The Company shall not be liable for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of Goods being prevented,
hindered, delayed or rendered uneconomic by reason of any circumstances or events beyond the Company’s reasonable control (“force majeure circumstances”),
including but not limited to act of God, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty
or increased expense in obtaining workmen, materials, or transport or manufacture of raw materials by the Company’s normal source of supply or the manufacture or
assembly of the Goods by the Company’s normal means or the delivery of the Goods by the Company’s normal route or means of delivery.
12.2 In force majeure circumstances the Company may at its sole discretion terminate any contract for the supply of Goods pursuant to these Conditions or cancel delivery of
Goods to the Customer or may, with agreement of the Customer, deliver Goods at any agreed rate of delivery commencing after any suspension of deliveries.
12.3 if due to force majeure circumstances the Customer has insufficient stocks of Goods to meet all its commitments the Customer may apportion available stocks between its
Customers at is reasonable discretion.
13. Notices
All notices shall be delivered to the last known address of the other party and shall be deemed to be received on actual delivery.