Terms and Conditions
1. APPLICATION
a) These terms and conditions apply to all sales of goods and suppliers of services by renrod Ltd
T/A Express Factors and for all subsidiaries (herein, referred to as ‘The Seller’.)
b) Any contact made with the Seller for the sale of goods or the supply of services by the Seller
(‘Contract’) is subject to these terms and conditions and any conflicting terms of business of the
Purchaser shall have no effect. Acceptance of an order placed by the Purchaser for goods or
services will constitute acceptance by the Purchaser of these Terms and Conditions.
2. PRICE
a) Prices stated in any quotation or in the Seller’s catalogue or prices and parts list are subject to
variation and the contract price payable by the Purchaser for the goods or service will be
determined by reference to the Seller’s catalogue and prices and parts list current at the date of
despatch.
b) Value Added Tax will be chargeable to the Purchaser in addition to the price for goods and
services supplied.
3. PAYMENT
a) Orders for United Kingdom purchases without an account are acceptable if cash is sent with
order or payment is made by cash on delivery. Credit accounts may be opened by the Purchaser
on providing the Seller with two trade references and a Banker’s reference satisfactory to the
Seller. For all credit accounts the price is payable on delivery and payment is required by the end
of the month following the month of delivery or services. Where an account has been agreed, the
Seller may in its absolute discretion set and alter the Purchaser’s credit limit and may withdraw
the Purchaser’s credit terms at any time. The Seller reserves the right not to deliver the goods or
services ordered if the price increases the amount owed by the Purchaser to the Seller beyond
the Purchaser’s credit limit.
b) The method of payment for overseas customers will be agreed prior to confirmation of the order.
c) The Purchaser shall not make any deductions from the invoice price of goods or services on
account of any set off or claim unless both the validity and the amount thereof have been
admitted by an authorised representative of the Seller in writing.
d) The Seller reserves the right to charge monthly interest on overdue accounts for each month or
part month when payment is overdue. An account becomes overdue at the end of the month
following the month of delivery or services. The rate of monthly interest shall be one twelfth of the
percentage per annum which is based on the statutory rate under the Late Payment of
Commercial Debts (Interest) Act 1988. Such interest on all outstanding accounts is to be
compounded from month to month until payment of the amount outstanding is received.
4. DELIVERY DATES
a) Stated dates or times for delivery are approximate only.
b) The Seller will not be liable for loss or damage of any kind whatsoever caused directly or
indirectly by any delay in delivery not unless such delay exceeds (180) days will any delay entitle
the Purchaser to terminate or rescind the contract.
c) Failure by the Seller to deliver any instalment under the contract shall not entitle the Purchaser to
cancel or suspend the contract or any other instalments.
5. RISK AND TITLE
a) Risk shall pass to the Purchaser so that the Purchaser is responsible for all loss, damage or
deterioration to the goods at the time when the goods or a consignment or other part thereof are
placed at the disposal of the Purchase at the premises of the Seller whether or not the Seller
arranges transport.
b) Property (both legal and equitable) in the goods supplied by the Seller shall not pass to the
Purchaser until the price of the goods and payment to the Seller of any other monies which at
the date of the contract or may thereafter become due or owing from the Purchaser has been
paid in full.
c) Until property in the goods has passed to the Purchaser or delivery as permitted below, the
Purchaser will hold the goods in a fiduciary capacity, will not obliterate any identifying mark on
the goods or their packaging and will keep the goods separate from any other items.
d) Prior to the property in the goods passing to the Purchaser the Seller permits the Purchaser to
deliver the goods to a third party pursuant to a bona fide and arms lengths agreement to resell
the goods and allows the Purchaser to convert or incorporate the goods into or mix the goods
with other items but such liberty will cease upon the termination of the contract.
e) The Seller may at any time after payment of the goods has become overdue, take possession of
the goods (including stopping the goods in transit) and remove them and the Purchaser shall be
deemed to have granted irrevocable authority to the Seller to enter upon the Purchaser’s
premises or other premises where the goods may be to take possession of the goods and, if
necessary, to dismantle the goods from anything to which they are attached.
f) If the Seller resells the goods so recovered (and the Seller shall not be under any obligation or if
it does not resell, to sell at any particular price) any surplus proceeds of sale after deduction of
the Seller’s expenses (including legal expenses) in connection with the recovery and sale and all
sums due or owing from the Purchaser to the Seller shall be for the account of the Purchaser.
g) The Seller will have to the right to maintain an action against the Purchaser for the price of the
goods notwithstanding that property on the goods has not passed.
h) Nothing in the contract will constitute the Purchaser the agent of the Seller in respect of any resell
of the goods by the Purchaser so as to confer upon a third party, right against the Seller.
6. CARRIAGE a) Unless otherwise specified, prices quoted include delivery to destinations in the United Kingdom
in which case the Seller will select the mode of transport. The entire cost of any other mode of
transport to destinations in the United Kingdom which the Purchaser may specify (e.g.
passenger train, parcel post etc.) shall be borne by the Purchaser. No allowance will be credited
for goods collected from the Seller’s premises by the Purchaser.
b) For overseas destinations, unless otherwise agreed, all goods will be delivered FOB (incoterms
1990) at the UK Port named by the Seller. If the Seller agrees to deliver to a Port named by the
Purchaser, the Seller reserves the right to charge for inland transport to such port.
7. PACKING a) In the United Kingdom crates or stillages will be charged at cost price if not returned to the
Seller’s works, carriage paid and in good condition within three months of receipt by the
Purchaser. b) Export packing for overseas orders will be charged to the Purchaser. Cases are not refundable.
8. DAMAGE, SHORTAGE OR LOSS IN TRANSIT
a) In respect of goods other than goods sold for export from the United Kingdom, no claim for any
damage, shortage or loss in transit will be entertained by the Seller unless the Purchaser has
given written notice to the Seller and any carrier employed by the Seller (if applicable) the
carrier’s condition of carriage and claims notification procedure have been complied with by the
purchaser, such written notice to be given to the Seller any such carrier within the following
periods:
i In the case of partial damage or shortage or loss in the consignment in question to the
Seller within 3 days and to any carrier other than the Seller within three days from the date
of receipt of the consignment in question.
ii In the case of total loss of the consignment in question to both Seller and to any such
carrier within 3 days of despatch of the consignment in question.
b) In the case of export goods for overseas destinations the Seller accepts no liability for damage
or loss after the goods have been delivered FOB UK Port although the Seller will arrange
insurance in transit if instructed to do so by the Purchaser at the Purchaser’s cost.
9. LIABILITY
a) The Seller will, free of charge during the guarantee period, repair or at its option, replace or
credit the invoice value of any goods which are proved to the reasonable satisfaction of the Seller
to be defective in material or workmanship. The Seller will during the guarantee period remedy or
at its option credit the invoice value of the defective services. For these purposes, the guarantee
period is three months from the date of despatch of the goods or completion of the services as
appropriate or such other guarantee period as the Seller may from time to time offer in writing or
particular terms. These obligations will not apply where:
i The goods (or Purchaser’s items in connection with which services have been carried out)
have been altered or subjected to misuse or unauthorised repair or modification or
improperly installed or connected (unless carried out by the Seller); or
ii The Purchaser has failed to notify the Seller of any defect or suspected defect within 14
days of the same coming to the knowledge of the purchaser; or
iii The purchaser is in breach of this or any other contract made with the Seller.
Any goods replaced will belong to the Seller. Any repaired or replaced goods or services
reperformed or remedied will be guaranteed on these terms for the unexpired portion of the
guarantee period.
b) Where the Seller has custody of items of the Purchaser for the purpose of carrying out services,
the Seller shall reimburse the Purchaser the reasonable cost of repairing or at the Seller’s option,
replacing any such items which are damaged or lost whilst in the Seller’s custody due to the
Seller’s negligence. Any claim must be made in writing to the Seller within 7 days of the item
being returned by the Seller to the Purchaser (in the case of any damage claim) or within 7 days
of receiving notice of the loss (in the case of a loss claim). All costs must be agreed beforehand
by the Seller.
c) NOTHING IN THESE CONDITIONS SHALL AFFECT THE STATUTORY RIGHTS OF THE
CONSUMER.
d) SAVE AS PROVIDED ELSEWHERE IN THIS CLAUSE 9, THE SELLER HEREBY EXCLUDES ALL
CONDITIONS, WARRANTIES AND STIPULATIONS EXPRESS OR IMPLIED, STATUTORY,
CUSTOMARY OR OTHERWISE WHICH , BUT FOR SUCH EXCLUSION, WOULD OR MIGHT
SUBSIST IN FAVOUR OF THE PURCHASER EXCEPT THAT SUCH EXCLUSIONS WILL NOT
APPLY TO:
i Any implied condition that the Seller has or will have the right to sell the goods when the
property is to pass; or
ii When the Purchaser deals as a Consumer (as defined in Section 12 of the Unfair Contract
Terms Act 1977) any implied term relating to the conformity of the goods
e) SAVE AS PROVIDED ELSEWHERE IN THIS CLAUSE 9, THE SELLER WILL BE UNDER NO
LIABILITY FOR ANY PERSONAL INJURY, DEATH, LOSS OR DAMAGE OF ANY KIND
WHATSOEVER WHETHER CONSEQUENTIAL OR OTHERWISE WHETHER IN CONTRACT
(OTHER THAN DEATH OR PERSONAL INJURY RESULTING FROM THE SELLER’S
NEGLIGENCE) OR TORT OR WHETHER ARISING FROM AN ACT OF OMISSION ON THE PART
OF THE SELLER AND WHETHER ARISING OUT OF THE MANUFACTURER SUPPLY OF THE
GOODS AND/OR SERVICES OR IN CONNECTION WITH ANY STATEMENT GIVEN OR MADE
(OR ADVICE NOT GIVEN OR MADE) OTHER THAN FRAUDULENT MISREPRESENTATION BY
OR ON BEHALF OF THE SELLER.
10. TERMINATION
a) The Seller shall be entitled without prejudice to its other rights and remedies either to terminate
wholly or in part the Contract, or any or every other Contract with the Purchaser, or to suspend
any further deliveries under the Contract or any or every other such Contract in any of the
following events:
i If any debt due and payable by the Purchaser to the Seller is unpaid
ii If the Purchaser has failed to take delivery of any goods or services under the Contract or
any other Contract as aforesaid otherwise than in accordance with the Purchaser’s
contractual rights.
iii If the Purchaser has had a bankruptcy order made against him or has made an
arrangement or composition with his creditors or otherwise taken the benefit of any act for
the time being in force for the relief of insolvent debtors of (being a body corporate) has had
convened a meeting of creditors (whether formal or informal) or has entered into liquidation
(except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation or has a receiver, manager, administrator or administrative receiver
appointed of its undertaking or part thereof or a resolution has been passed or a petition
presented to any court for the winding up of the Purchaser or for the granting of and
administration order in respect of the Purchaser or any proceedings have been commenced
in relation to the insolvency or possible insolvency of the Purchaser.
b) On termination under the foregoing provisions the price of all goods sold and delivered by the
Seller to the Purchaser or to a carrier for delivery to the Purchaser and all other sums payable by
the Purchaser to the Seller on any account whatsoever shall immediately become due and
payable notwithstanding any other credit period otherwise agreed.
11. FORCE MAJEURE
The Seller shall not be under any liability to the Purchaser in any respect of any failure to perform or
delay in performing any of its contractual obligations to the Purchaser attributable to any cause of
whatsoever nature beyond the Seller’s reasonable control and no such failure or delay shall be deemed
for any purpose of these conditions to constitute a breach of contract.
12. LIEN
The Seller will (without prejudice to any other remedy available to it) have in respect of all unpaid debts
due from the Purchaser a general lien on all property of the Purchaser in the possession of the Seller
for whatever purpose and whether worked upon or not and be entitled on the expiration of not less
than 14 days notice in writing to the Purchaser to dispose of such property and to apply the proceeds
towards the satisfaction of such debts.
13. EXCHANGE UNIT SURCHARGES
Where service exchange units are purchased, the Purchaser will be invoiced with the sum referred to
as an ‘old unit Surcharge’ which in respect of the old unit that the Purchaser may return to the Seller.
If the old unit is returned within 7 days a credit will be issued by the Seller in respect of the ‘old unit
surcharge’.
14. STORAGE
If the Purchaser fails to take delivery of the goods and/or redelivery of the Purchaser’s goods when
they are ready for delivery the Seller may, at its option, either store them itself or have them stored by
third parties on such terms as the Seller may in its absolute discretion think fit. In any event the cost
of storage will be borne by the Purchaser and insofar as the storage is done by the Seller then such
cost will be the Seller’s storage charges current at the time of storage. The cost together with any
additional insurance or double handling charges will be added to and form a part of the price for the
goods and/or the works.
15. RIGHT OF RESALE If the Purchaser defaults in accepting delivery of or paying for the goods, the Seller reserves the right
to resell the goods or any of them to a third party without giving notice to the Purchaser of the Seller’s
intention to resell.
16. CANCELLATION The Purchaser has no right under any circumstances to cancel the contract or any instalment or order
thereunder without prior written consent of the Seller. If the Seller shall give such consent (and it shall
be under no liability to do so) the Seller may make it a condition of such consent that the Purchaser
shall pay such compensation as the Seller may reasonably require but nothing in this clause shall be
construed as implying that the Seller conducts business on a sale or return basis.
17. PROPER LAW Every contract to which these conditions apply shall be construed and take effect in accordance with
the Laws of England and the parties shall accept the exclusive jurisdiction of the English Courts.
18. SETOFF If the Purchaser shall become bankrupt or insolvent or compound with creditors, or in the event of a
resolution being passed or proceedings being commenced for the liquidation of the Purchaser, or if
any administrative receiver or manger is appointed of all or any part of its assets or undertakings, the
Seller shall be entitled to cancel the Contract in whole or in part, and also that the Seller shall reserve
the right to offset any monies owed to the Purchaser against any outstanding debt existing from the
Purchaser to the Seller.
19. GROUP ACCOUNTS
If the Purchaser shall be overdrawn or overdue from the stated terms of payment or any of its accounts
with the Seller then:
a) The Seller may in its absolute discretion exercise any or all of the following rights:
i Charge interest on the overdue sum
ii Charge interest on sums outstanding under an account hitherto described as ‘interest free’.
b) All monies and liabilities under all the Purchaser’s accounts with the Seller shall immediately
become due and owing and the Seller shall be entitled to immediately close all accounts or any
account of the Purchaser with the Seller.
c) The Seller may appropriate any payment made by the Purchaser and apply it in total or partial
satisfaction of any debt then due from the Purchaser to the Seller.
d) Where the amount paid by the Purchaser is less than the amount due to the Seller under the
contract to which it is appropriated the Seller may appropriate the payment to any individual
goods or items supplied under the Contract.
