Safety & Protection Equipment Ltd Terms & Conditions of Sale
1.Interpretation and Definitions:
- 1.1 Buyer means the person who accepts a quotation of the seller for the sale of the goods and whose order for the goods is accepted by the seller
- 1.2 Goods means the goods (including any instalment of the goods or any parts of them) which the seller is to supply in accordance with these conditions
- 1.3 Seller means Safety & Protection Equipment Ltd of Unit 4D Farm Lane Trading Centre, Farm Lane, London SW6 1QJ
- 1.4 Conditions means the standard terms and conditions of sale as set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and seller
- 1.5 Contract means the contract for purchase and sale of the goods
- 1.6 Writing includes facsimile transmission, email and telex cable and comparable means of communication
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
The headings in these conditions are convenience only and shall not effect their interpretation
2. Basis of the sale
- 2.1 The seller shall sell and the buyer shall purchase the goods in accordance with any written quotation of the seller once 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 accepted or purported to be accepted.
- 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 in writing by the seller. In entering 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 storage, application or use of the goods which is not confirmed in writing by the seller is formed 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 A typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or any other document or information issued by the seller shall be subject to correction without any liability on the part of the seller.
- 2.6 Whilst every effort will be made to supply the goods in accordance with samples and/or agreed specifications, the seller reserves the right to modify specifications, designs and materials without notice where such modifications do not materially affect the quality or fitness for the purpose that the goods or to comply with any applicable standards or legal requirements. The buyer shall not be entitled to object or reject the goods by reason of such reasonable modifications
- 2.7 All descriptive matter, samples, specifications, catalogues and advertising matter are published or issued for the sole purpose of giving an approximate idea of the goods describe therein and no information contained in any other document whatsoever shall form part of the contractual description of the goods, nor shall they form part of the contract.
- 2.8 Export sales shall be subject to the current terms and conditions of Sale (International). It is the buyer’s responsibility to obtain all necessary import licences, clearances, and other consents necessary for the purchase of the goods and to ensure that the goods comply with all local legislative or legal requirements.
- 3.1 Although all delivery dates stated by the seller are given in good faith and all reasonable efforts will be made to adhere to them, the company accepts no liability for any failure to comply with such dates by reason of any cause beyond the seller’s reasonable control. The time of delivery shall not be the essence.
- 3.2 If the buyer fails to take delivery of the goods on the date of delivery, the seller shall, without prejudice to its rights, be entitled to store the goods at the buyer’s risk and the buyer shall pay all storage and additional carriage costs incurred.
- 3.3 Where the seller arranges for the goods to be transported, such arrangements are undertaken on a C & F basis only. Risk and liability for the goods during transit passes to the buyer at the time that the goods are despatched.
4. Orders & Specifications
- 4.1 No order submitted by the buyer shall be deemed to be accepted by the seller unless and until it has been confirmed in writing by the seller’s authorised representative.
- 4.2 The quantity, quality and description of any specification of 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).
- 4.3 No order which has been accepted by the seller may be cancelled by the buyer except with the written agreement of the seller on the terms that the buyer shall indemnify the seller in full against all losses (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the seller as a result of the cancellation.
5. Price of the Goods
- 5.1 The price of the goods shall be seller’s quoted price
- 5.2 The price of the goods shall remain valid only for the period quoted. If no validity period has been specifically mentioned then a quote remains valid for a period of thirty days only or until early acceptance by the buyer after which time they may be altered by the seller without giving notice to the buyer.
- 5.3 The price is exclusive of carriage, packing, insurance and VAT unless otherwise stated and agreed in writing between the buyer and seller.
6. Terms of Payment
- 6.1 Subject to any special terms agreed in writing between the buyer and the seller, the seller shall be entitled to invoice the buyer for the price of the goods and any other costs incurred in transporting the goods on or at any time after the goods have been despatched.
- 6.2 Payment of all sums shall be made in pounds sterling
- 6.3 Unless otherwise agreed by the seller in writing, full payment in respect of all goods and charges invoiced at the quoted price shall be due from receipt of the invoice which can be submitted by post, telex, facsimile or email.
- 6.4 Pending payment of any or all payments due hereunder for the goods, the buyer shall at all times keep the goods comprehensively insured against loss and/or damage by accident, theft or fire and any other risks usually covered by insurance in the type of business carried on by the buyer in an amount at least equal to the balance of payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the seller’s interests.
- 6.5 If the buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
- 6.5.1 cancel the contract or suspend any further deliveries to the buyer
- 6.5.2 sue for any monies outstanding even if property in any relevant goods has not passed to the buyer
- 6.5.3 deduct any outstanding amounts from any monies owed to the buyer on any account whatsoever
- 6.5.4 Charge the buyer interest (both before and after any judgement) on the amount paid at the arte of 8% per annum above the Bank of England base rate from time to time until payment is made in full. No payment shall be deemed to have been made until the seller’s account is credited with the relevant cleared funds.
- 6.5.5 The buyer may not withhold or make any deduction from or set off against any payment due to the seller for any reason
- 6.6 The seller will (at the seller’s option) either replace or refund the price of any goods which are shown to the seller’s reasonable satisfaction to be defective in materials or workmanship at the time of despatch or to be a shortfall in the quantity despatched provided that:
- 6.6.1 The buyer inspects the goods on delivery and notifies the seller within three days of delivery of any alleged defects, damage or shortage in quantity. If the buyer fails to comply with these provisions, the goods shall be deemed conclusively to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of them
- 6.6.2 When taking delivery of the goods, the buyer must state clearly on the consignment/delivery note any damages or shortages. If no such documentation is available, then the buyer must give a written note of complaint, specifying the exact extent of the damage or loss and where possible the cause of the damage or loss, to the body releasing the goods to the seller and the seller must keep a copy of that letter which must be signed as being received by an authorised person of the body releasing the goods.
- 6.6.3 Loss or non delivery must be notified in writing to the seller within fourteen days of the despatch date.
- 6.6.4 Where a defect would not have been apparent on a reasonable examination under clause 6.1.1, the buyer must notify the seller as soon as possible when the defect becomes apparent or within 90 days of delivery whichever is the earlier
- 6.7 Without prejudice to the equitable rules as to tracing, in the event of a failure to pay any and all the payments for the goods in accordance with these conditions, the seller shall have the power to re-sell the goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the seller and its servants and agents may forthwith enter upon any premise or land occupied or owned by the buyer or any sister or associated company of the buyer to remove the goods.
7. Risk and Property.
- 7.1 From the time of despatch, the goods shall be at the buyer’s risk including but not limited to loss or damage by accident, fire, theft and the buyer shall be solely responsible for their custody and maintenance
- 7.2 Not withstanding delivery and the passing of risk of the goods, or any other provisions 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 goods and any charges associated with supplying 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 that 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 any third party and properly stored, protected and comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance 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 the sale or otherwise for the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
- 7.4 The buyer’s right to possession of the goods shall immediately cease if the buyer does anything or fails to do anything which would entitle an administrator or an administrative receiver to take possession of any of the buyer’s assets or entitle any person to present against the customer a petition for winding up.
8. Warranties and Liability
- 8.1 Subject to the conditions set out below the seller warrants that the goods will correspond with their specification at the time of despatch
- 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 arising from fair wear and tear, wilful damage, any negligence whatsoever, failure to follow the manufacturer’s or seller’s instructions (whether written or oral), misuse or alteration or repair of the goods without the seller’s approval
- 8.2.2 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.
- 8.3 Subject as expressed and provided in these terms and 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 on Statements) Order 1976) the statutory rights of the buyer are not affected by these conditions
- 8.5 Except in respect of death or personal injury caused by the seller’s gross negligence, the seller shall not be liable to the buyer by reason of any representation or any implied warranty or 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) which arises out of or in connection with the supply of goods or their use or re-sale by the buyer except as best provided in these conditions
- 8.6 The seller shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by circumstances beyond the seller’s reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown, or damage to equipment or machinery, fire, flood, legislative or administrative interference, acts of god, strike, lock-out, or other industrial disputes (whether or not involving employees of the seller) or shortage of material or the seller’s inability to procure materials or supplies. On the occurrence of any such event the seller may, at it’s discretion, perform, suspend performance of or terminate the contract.
9. Cancellation of the contract
- 9.1 The seller shall have the right to cancel all or any contracts with the buyer or withhold delivery of any goods if:
- 9.1.1 The buyer fails to pay any monies owing to the seller by the due date
- 9.1.2 The buyer commits any breach of contract with the seller
- 9.1.3 The buyer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property, or suffers any similar or analogous act
In the event of delivery being withheld, the seller shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.
- 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 principle place of business
- 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 construction, validity and performance of all contracts between the parties shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the seller to commence proceedings in any other jurisdiction the seller deems appropriate.