Terms and Conditions

1. Definitions

• “Seller” – TruFrame Ltd or any other associate company.

• “Purchaser” – The person, firm or company to be supplied Goods by the Seller.

• “Goods” – The materials and/or other items to be supplied pursuant to the Contract.

• “Contract” – The Contract for sale and purchase of the Goods made between the Seller and the Purchaser to which these Conditions of Sale apply.

2. Scope

These Conditions apply to all sale of Goods by the Seller and shall prevail over any inconsistent Terms and Conditions contained or referred to in the Purchaser’s Order or in correspondence or elsewhere implied by trade custom, practice or course of dealing, unless specifically agreed to in writing by the Seller and any purported provisions to the contrary are hereby excluded or extinguished.

3. Quotations

A quotation or tender by the Seller does not constitute an offer, and the Seller reserves the right to withdraw or amend the same at any time prior to the Seller’s acceptance of the Purchaser’s Order.

4. Prices

The prices payable for the Goods shall be those charged by the Seller at the time of dispatch. The Seller shall have the right at any time to revise the prices to take into account increases in costs including (without limitation) the costs of any Goods or materials, carriage, labour, overheads, the imposition of any tax, duty or other levy and any variation in exchange rates. Unless otherwise stated, prices are exclusive of value added tax.

5. Terms of Payment

(a) All prices are quoted nett unless specified. Payment of invoices shall be made without any deduction or set-off so as to be received by the Seller within the pre-agreed payment terms (which may vary at the Seller’s discretion). If any payment becomes overdue, all other invoices submitted by the Seller to the Purchaser shall immediately become due and payable. Interest shall accrue monthly at a rate of eight per cent above the Bank of England Base Rate until the full amount is received by the Seller, whether or not after judgement.

(b) The Seller reserves the right to repossess any Goods for which payment is overdue and to resell them. The Purchaser grants the Seller’s servants and agents an irrevocable licence to enter its premises (with or without vehicles) during normal business hours to recover such Goods. This right continues notwithstanding termination of the Contract and without prejudice to any accrued rights of the Seller.

(c) The Seller reserves the right to require the Purchaser to identify and return at its own expense any Goods for which payment is overdue.

6. Delivery

(a) Delivery dates are approximate only and not of contractual effect. If delivery does not occur within a reasonable time, the Seller’s liability is limited to the value of the Goods specified in the Seller’s quotation.

(b) If the Purchaser refuses or fails to take delivery of Goods tendered, the Seller is entitled to immediate payment in full and may store the Goods at the Purchaser’s risk and expense. Refusal relieves the Seller from further delivery obligations but not from recovering damages.

(c) Unless delivered by the Seller’s own transport, Goods are deemed delivered (and risk passes) when transferred to the carrier named by the Purchaser or, for “ex works” deliveries, when the Seller notifies the Purchaser that the Goods are available for collection.

(d) Where delivery is by a carrier on behalf of the Seller, risk passes on delivery. The Seller will advise the scheduled dispatch date; if the Purchaser does not notify any loss or damage within 48 hours, the Goods are deemed delivered in good order.

(e) If any payment becomes overdue on an order with multiple deliveries, the Seller may suspend further deliveries or terminate the Contract by written notice.

7. Title

Title to the Goods passes to the Purchaser only upon full payment of the price and all other sums owed to the Seller. Until then, the Purchaser shall store the Goods separately as the Seller’s property but may resell them in the ordinary course of business, holding the proceeds in trust for the Seller and assigning to the Seller any rights against its customers until full payment is made. If the Goods are combined with other items, the resulting item is deemed the Seller’s property.

8. Inspection

Any testing or inspection required under the Contract shall be carried out at the Seller’s works or other place appointed by the Seller and shall be accepted as final by both parties.

9. Variations

All sizes and weights per metre or piece stated in quotations and acceptance forms are approximate only and subject to dimensional tolerances.

10. Third Party Rights

(a) The Purchaser shall indemnify the Seller against any claims, costs or expenses resulting from work done to the Goods per the Purchaser’s specifications that infringe any third-party rights.

(b) If the Goods are subject to any third-party industrial or intellectual property rights, the Seller warrants it will transfer only the titles it holds.

11. Liability

(a) The Seller is not liable for shortages or defects unless notified in writing within five days of delivery.

(b) On valid claims, the Seller will replace or repair defective Goods free of charge, provided the Goods are returned carriage paid within 14 days of discovery.

(c) All other warranties, whether statutory or implied, are excluded and the Seller is not liable for indirect losses, except where unlawfully caused by the Seller’s negligence.

12. Licences and Consents

If any licence or consent is required for the Purchaser’s use of the Goods, the Purchaser must obtain it at its own expense and produce evidence on demand.

13. Force Majeure

(a) The Seller is not liable for delay or failure to supply caused by Force Majeure Circumstances.

(b) “Force Majeure Circumstances” include acts of God, strikes, accidents, breakdowns, increased costs, or any event beyond the Seller’s reasonable control.

14. Termination

If the Purchaser becomes insolvent, bankrupt, compounds with creditors, has a receiver appointed, or takes similar action, the Seller may stop Goods in transit, suspend deliveries, or terminate the Contract by notice without prejudice to Condition 5(b).

15. Waiver

Failure by either party to enforce any right under the Contract does not constitute a waiver of that right or prevent later enforcement.

16. Notices

Any notices must be in permanent, readable form and properly addressed to the party’s principal place of business or last known address.

17. Patents

The Purchaser shall indemnify the Seller against all claims, costs and losses arising from patent, design, trademark or copyright infringement in respect of any Goods made or supplied to the Purchaser.

18. Governing Law

The Contract is governed by and construed in accordance with the Laws of England.