Orange Quarter Limited.
CONDITIONS OF SALE - (T1)
1. INTERPRETATION
1.1 In these Conditions:-
“Buyer” means the person firm or company who accepts a quotation of the Seller for the sale of the
Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the
Seller is to supply in accordance with these Conditions.
“Seller” means ORANGE QUARTER LIMITED (Company Number 12953349) whose Registered Office
is situated at Unit 20 Emley Moor Business Park, Emley Huddersfield, HD8 9QY.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless
the context otherwise requires) includes any special terms and conditions agreed in writing between the
Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Writing” includes email, text, cable, fax transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that
provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase Goods in accordance with any written quotation of the
Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller,
subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other
terms and conditions subject to which any such quotation is accepted or purported to be accepted, or
any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised
representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods
unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does
not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its
employees or agents as to the storage, application or use of the Goods which is not confirmed in writing
by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall
not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 No order valued at £500 (plus VAT) or more submitted by the Buyer shall be deemed to be accepted by
the Seller unless and until confirmed in writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including
any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information
relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance
with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the
Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in
accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all
loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid
or agreed to be paid by the Seller in settlement of any claim for infringement of any patent copyright
design, trade mark or other industrial or intellectual property rights of any other person which results from
the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to
conform with any applicable statutory or EC requirement or where the Goods are to be supplied to the
Seller’s specification which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the
agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit), costs (including the cost of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result of cancellation. In this respect any deposit
or interim payment paid to the Seller by the Buyer may be appropriated by the Seller towards such
indemnity.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price. All prices quoted are valid for one calendar
month only or until earlier acceptance by the Buyer after which time they may be altered by the Seller
without giving notice to the Buyer.
4.2 Although every effort will be made to deliver the Goods at the price quoted the Seller reserves the right,
without giving notice to the Buyer, at any time before delivery, to increase the price of the Goods to reflect
any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as,
without limitation, any alteration of duties, significant increase in the costs of labour, or the cost of the
Goods to the Seller), any change in delivery dates, quantities or specifications for the Goods which is
requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give
the Seller adequate information or instructions.
4.3 Unless otherwise stated all Goods for delivery will be despatched as per Sellers current delivery price
list by a mode of conveyance of the Seller’s choice. If the Buyer requires or requests a different mode of
conveyance the Buyer shall be liable to pay any additional charges incurred by the Seller.
4.4 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to
pay to the Seller.
5. TERMS OF PAYMENT
5.1 The Buyer shall pay the price of the Goods within the time specified on the Seller’s invoice,
notwithstanding that delivery may not have taken place and the property in the Goods has not passed to
the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment
will be issued only upon request.
5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or
remedy available to the Seller, the Seller shall be entitled to:
5.2.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.2.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under
any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding
any purported appropriation by the Buyer); and
5.2.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the
rate of two per cent per annum above the Bank of England base lending rate from time to time,
until payment in full is made (a part of a month being treated as a full month for the purpose of
calculating interest).
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any
time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place
for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for
any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless
previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the
quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract
and failure by the Seller to deliver any one or more of the instalments in accordance with these
Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable
control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be
limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to
replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at
the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control
or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the
Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including
insurance) of storage;
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage
and selling expenses) account to the Buyer for the excess over the price under the Contract or
charge the Buyer for any shortfall below the price under the Contract.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the
Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or,
if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery
of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions,
the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer
for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the
Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as the Seller’s property. Until that
time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall
account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible,
including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of
the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in
existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver
up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the
Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer 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 Seller, but if the Buyer does so all moneys owing by
the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become
due and payable.
8. WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their
specification and will be free from defects in material and workmanship at the time of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful
damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions
(whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty condition or
guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to Goods not manufactured by the Seller, in respect of which
the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the
manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person
dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties,
conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by
law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions
restrictions as Statements Order 1976) the statutory rights of the Buyer are not affected by these
Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their
failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified
to the Seller in writing within 5 days from the date of delivery or (where the defect or failure was not
apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. In
the event of non-delivery of the Goods the Buyer shall notify the Seller of such non-delivery within 14
days of receipt of the Seller’s invoice in respect of such Goods. If delivery is not refused, and the Buyer
does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller
shall have no liability for such defect or failure, and the Buyer shall be bound to pay the prices as if the
Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or
condition of the Goods or their failure to meet specification is notified to the Seller in accordance with
these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge
or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of
the price), but the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be
liable to the Buyer by reason of any representation, or any implied warranty, condition or other term,
or any duty at common law, or under the express terms of the Contract, for any consequential loss or
damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents
or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by
the Buyer except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any
delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if
the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to
the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable
control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
8.8.3 acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;
8.8.4 import or export regulation or embargoes;
8.8.5 strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of the
Seller or of a third party);
8.8.6 difficulties in obtaining labour, fuel or Goods;
8.8.7 power failure or breakdown in machinery.
9. INSOLVENCY OF BUYER
9.1 This Clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an
administration order or (being an individual or firm) becomes bankrupt or (being a company)
goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of
the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in
relation to the Buyer and notifies the Buyer accordingly.
9.2 If this Clause applies then, without prejudice, to any other right or remedy available to the Seller, the
Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without
any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become
immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. GENERAL
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be
in writing addressed to that other party at its registered office or principal place of business or such other
address as may at the relevant time have been notified pursuant to this provision to the party giving the
notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of
any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any 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.
10.4 The Contract shall be governed by the laws of England and the parties hereto hereby submit to the
exclusive jurisdiction of the Courts of England.

T1 ISSUE 1 Orange Quarter Limited Registered Office, Unit 20 Emley Moor Business Park, Emley, Huddersfield HD8 9QY Registered in England No. 12953349