TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

1. INTERPRETATION

1.1 Definitions
In these Conditions, the following definitions apply:

• Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• Conditions: The terms and conditions set out in this document as amended from time to time in accordance with clause 12.8.
• Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions and any Special Conditions.
• Customer: The person or firm who purchases the Goods from the Supplier.
• Delivery Location: Has the meaning given in clause 4.2.
• Force Majeure Event: Has the meaning given in clause 11.
• Goods: The goods (or any part of them) set out in the Order.
• Insolvency Event: Means any events listed in clauses 9.2(a) – 9.2(i).
• Order: The order by the Customer for the Goods, as set out in the purchase order form of the Supplier or as otherwise agreed in writing by the parties.
• Special Conditions: Any conditions issued by the Supplier to the Customer in respect of an Order.
• Specification: Any agreed specification for the Goods, including plans and drawings.
• Supplier: R. Tindall (Fabricators) Limited (registered in England and Wales with company number 01009176).

1.2 Construction
In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body.
(b) A reference to a party includes its personal representatives, successors, or permitted assigns.
(c) A reference to a statute includes any amendments or re-enactments.
(d) Terms like “including” or “in particular” are illustrative and not limiting.
(e) A reference to writing includes faxes and emails.

2. BASIS OF CONTRACT

2.1 These Conditions, together with any Special Conditions, apply to the Contract to the exclusion of any other terms.
2.2 The Order constitutes an offer by the Customer to purchase the Goods.
2.3 The Order is accepted when the Supplier issues a written acceptance, creating the Contract.
2.4 Verbal Orders must be confirmed in writing by the Customer within 1 Business Day.
2.5 The Customer accepts these Conditions upon delivery of the Goods.
2.6 The Contract constitutes the entire agreement between the parties.
2.7 Any samples, descriptions, or advertising by the Supplier are not contractual.
2.8 Supplier quotations are not offers and may be withdrawn or varied.
2.9 Supplier employees or agents are not authorised to make binding representations regarding the Goods.

3. GOODS

3.1 The Goods are described in the Specification.
3.2 If the Customer provides the Specification, they indemnify the Supplier against related third-party claims.
3.3 The Supplier may amend the Specification to meet statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier will provide a delivery note with relevant details for each delivery.
4.2 Delivery is made to the location set out in the Order unless otherwise agreed.
4.3 Delivery is complete upon the Goods’ arrival at the Delivery Location.
4.4 If no Delivery Location is specified, delivery defaults to the Supplier’s address.
4.5 The Supplier is not liable for delays caused by Force Majeure or Customer failures.
4.6 Delivery times are approximate; time is not of the essence.
4.7 The Supplier may deliver early or in instalments.
4.8 Claims for non-delivery must be made within 5 Business Days.

5. QUALITY

5.1 The Supplier warrants that the Goods will conform to the Specification and be free from material defects.
5.2 Defects must be reported in writing within a reasonable time for remedy or refund.
5.3 The Supplier is not liable for defects caused by Customer errors, misuse, or unauthorised repairs.

6. TITLE AND RISK

6.1 Risk transfers to the Customer on delivery.
6.2 Title transfers upon full payment or resale of the Goods.
6.3 Until title passes, the Customer must store and maintain the Goods separately and in good condition.

7. PRICE AND PAYMENT

7.1 Prices are as stated in the Order or Supplier price list.
7.2 The Supplier may adjust prices due to external factors or Customer changes.
7.3 Payment is due by the end of the month following the invoice date.

8. TERMINATION AND SUSPENSION

8.1 The Supplier may terminate the Contract if the Customer becomes insolvent.
8.2 Termination does not affect accrued rights or obligations.

9. LIMITATION OF LIABILITY

9.1 The Supplier is not liable for indirect or consequential losses.
9.2 Liability is capped at 100% of the Goods’ price, excluding personal injury or statutory obligations.

10. FORCE MAJEURE

10.1 Neither party is liable for failure to perform due to Force Majeure events beyond their control.

11. GENERAL

11.1 Notices must be in writing and delivered to the specified address.
11.2 The Contract is governed by the law of England and Wales.