Terms & Conditions

1. In these terms and conditions, the following words shall have the following meanings: “the Company” shall mean Tradestock Ltd, “the goods” shall mean the products, articles, services or things or components thereof offered for sale by the Company, “the customer” shall mean the corporate entity, firm or person seeking to purchase the Goods from the Company.

2. All orders are placed and accepted by the Company only under these terms and conditions, which shall be governed by English Law.

   2.1 These terms and conditions exclude any other terms and conditions inconsistent therewith which the Customer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counter-offer made by the Customer.

   2.2 No variation of these terms and conditions is permitted unless expressly accepted by an Authorised Signatory of the company in writing. 2.3 Quotations which comprise an invitation to treat may be withdrawn at any time.
   2.4 Any order given in respect of a quotation must state the date and reference of the quotation.
   2.5 Any offer to purchase the Goods made orally must be confirmed in writing and must be clearly marked “confirmation of verbal order:

   2.6 The Company has the right to sub-contract any order or part of any order.

3. The Customer shall not be entitled to cancel the contract without the written agreement of the Company signed by an Authorised Signatory. In the event of such agreed cancellation the Customer shall indemnify the Company fully against all expenses incurred up to the time of such cancellation.

   3.1 The Company may, after a period of six months, charge the Customer for the Goods which have specifically been produced or procured for them, which have not been utilised for specific, individual orders. The Goods consist of any items or components required to be procured and held in stock in preparations for individual, specific orders. The Goods will be marked by the Company upon payment and treated as free- issue for any subsequent, specific orders utilising them.

4. All prices quoted are exclusive of Value Added Tax where applicable.

   4.1 Payment for Goods shall be made on or before the 30th day following the Invoice date.

   4.2 In the event that payment shall not have been made by such date the Company shall be entitled to recover from the Customer interest on any outstanding balance at the rate of 5% above the base rate of HSBC Bank Plc for the time being in force for the period from such date until the date of payment.

   4.3 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the costs to the Company (such as, but without limitation, any foreign exchange fluctuation, alteration of duties, increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

   4.4 The Company reserves the right at any time at its discretion to demand security for, or vary the terms and method of, payment before continuing with or delivering Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Customer.

   4.5 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to Cancel any subsisting supply contract with or suspend any further deliveries to or collections by the Customer, and appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any contract between the Customer and the Company) as the Company may think fit notwithstanding any purported appropriation by the Customer,

   4.6 Any sums payable by the Company to the Customer on any account may at any time be offset by the Company against any sums payable by the Customer to the Company.

   4.7 If the Customer (being a Company) has a Petition presented for its winding-up or the appointment of any Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or enters a scheme of arrangement or Voluntary Arrangement or compounds or makes any proposal to or enters into any arrangement with its creditors or has a Receiver or Manager or Administrative Receiver appointed over all or any part of its assets or (being an individual) has a Petition presented for his Bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his creditors or makes or has made an application for an Interim Order in connection with a proposal to Creditors for a Voluntary Arrangement or commits in either case a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), the Customer will be deemed to have repudiated all contracts and all sums owing to the Company on any account shall become due and payable forthwith without requirement of any notice to be given and further, in either case the Customer’s power of sale and use in clause 7 shall automatically cease.

5. Delivery will be deemed to have been affected when the Goods leave the premises of the Company or, where the Goods are not delivered by the Company, but by an independent carrier, delivery of the Goods to the carrier will be delivery to the Customer. Delivery will likewise be deemed to have been affected when the Customer is notified that the Goods are ready for collection.

   5.1 Delivery dates are given in good faith but are not guaranteed and no liability will be accepted for any loss whatsoever suffered or caused through late delivery or non-delivery and time of delivery shall not be of the essence.

   5.2 The Customer is under a duty wherever possible to inspect the goods on delivery or collection failing which the carriers note or such other note shall be marked ‘not examined’.

6. If the terms of this clause are not complied with, the company shall be under no liability for shortages, goods damaged in transit or visual defects either in quality and/or written description given in accordance with clause 8 (hereinafter referred to as ‘visual defects’) that would be apparent on careful inspection and, in any event, will be under no liability unless a written complaint is delivered to the Company within 7 working days of delivery or collection detailing the alleged damage, shortage, or visual defect.

   6.1 In all cases where damage, shortages or visual defects are complained of are contained, including all or any strapping and / or packaging, is provided to the company before any use is made of the Goods or any alterations or modifications is made thereof by the Customer.

   6.2 Subject to the foregoing the Company shall make good any shortages in the Goods and where appropriate collect any of the Goods damaged in transit or with visual defects and replace the same as is reasonably able to do so, but otherwise shall be under no liability whatsoever or howsoever arising for such shortage, damage or visual defect.

   6.3 Any alleged damage, shortage or visual defect shall not constitute valid grounds for the Customer to delay payment in respect of the Goods delivered.

7. Risk in the Goods shall pass to the Customer when the Goods are delivered or when the Customer is notified they are available for collection.

   7.1 Notwithstanding the passing of the risk the ownership of the Goods sold by the Company to the Customer shall remain with the Company until the Customer has paid the price for the goods. For the purpose of these terms all liquidated sums owed by the Customer to the Company on any account or grounds whatsoever shall be deemed to form part of the said price.

   7.2 The Customer is licensed by the Company to use or to agree to sell the Goods delivered the Customer subject to the express condition that the entire proceeds of any sale are held in trust for the Company and are not mixed with other monies or paid into a an overdrawn Bank Account and shall at all times be identified as the Company’s money.

   7.3 The Customer will hold the Goods as fiduciary agent and bailee for the Company.

   7.4 The Goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the company and the Customer will not allow any interference with any identification marks or serial number on the goods.

   7.5 Without prejudice to any other rights the Company may at any time revoke to power of sale and use contained in Clause 7.2 by notice to the Customer if the Customer is in default for longer than 7 days in the payment of any sum whatsoever due to the Company whether in respect of the Goods or any other goods supplied at any time by it to the Customer or if the Company has bona fide doubts as to the solvency of the Customer.

   7.6 The Customer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises under the Customer’s control or to which the Customer has a right of access for the purpose of inspection, repossession and removal of such Goods at any time.

8. The Company shall not be liable for any consequential loss or indirect loss suffered by the Customer or any third party in relation to this contract (except personal injury directly attributable to the negligence of the Company) and the Customer shall hold the Company full and effectually indemnified against such losses whether arising from breach of a duty in contract or tort or in any way including losses arising from the Company’s negligence.

   8.1 In no circumstances whatsoever shall the Company’s liability (in contract, tort or otherwise) to the Customer arising under, out of or in connection with this contract or the Goods supplied hereunder exceed the invoice price of the particular Goods concerned.

9. If any provision of these conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

10. The Company shall not be liable for any failure to deliver or delay in delivery of the Goods arising from circumstances outside its control, including but not limited to fire, accidents, defective materials, delays in respect of raw materials or bought in goods or components.

11. Data Protection
    For the purposes of these terms and conditions the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Personal Data and as Data Controller you have sole responsibility for its legality, reliability, integrity, accuracy and quality. You confirm that:

11.1 you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply with Data Protection Laws.
11.2 you are authorized pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us.
11.3 you will obtain all necessary consents and provide all necessary information and notices to Data Subjects in order for you to disclose the Customer Personal Data to us; for us as Data Processors to process the Customer Personal Data to our agents and service providers; law enforcement agencies; any other person in order to meet any legal obligations on us, including statutory regulatory reporting; and any other person who has a legal right to require disclosure of the information.
11.4 where and to the extent that we process your Personal Data as a Data Controller in accordance with our Privacy Notice we shall comply with all Data Protection Laws applicable to us as Data Controller.
11.5 you agree that we may record, retain and use Customer Data generated and stored during the course of our business on the basis of our legitimate interest.