1. INTERPRETATION
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“Terms” means the terms and conditions of sale set out in these Terms;
“Buyer” means the person, firm or company purchasing or agreeing to purchase Goods from the Company;
“Company” means Special Trading Solutions LTD and its trading names. Supplier of the Goods ZAVOD ZAGLUSHKI, LLС Ukraine, Novoyavorivsk, Shevchenko st.,8G Registered office is at: Jonh Ratcliffe House, Chippenham Gardens, London NW6 5LH, UK;
“Contract” means the contract between the Company and the Buyer which is deemed to incorporate these Terms;
“Goods” means any goods agreed in the Contract for supply by the Company to the Buyer.
In these Terms and Conditions, any reference to a law or regulation shall be construed as a reference to such law or regulation as may be amended, restated or replaced from time to time.
“Delivery Date” means the estimated date of delivery of the Goods as determined by the Seller;
“Price” means the cost of the Goods excluding carriage, packaging, insurance and taxes.
2. THE CONTRACT
2.1 These terms and conditions apply to all contracts for the sale and purchase of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions of the Buyer that may be specified in the order or other document. They can be signed both with Special Trading Solutions LTD and with the direct supplier ZAVOD ZAGLUSHKI, LLС Ukraine.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods in accordance with these Terms and Conditions.
2.3 Acceptance of delivery of the Goods shall be final confirmation of the Buyer’s agreement to these Terms and Conditions.
2.4 Any changes to these Terms and Conditions (including special terms agreed between the parties) shall be invalid unless agreed in writing by the Seller.
3. THE PRICE AND PAYMENT
3.1 The Price is determined in accordance with the Seller’s quotation. It does not include VAT, which is calculated at the rate in force on the date of the Seller’s invoice.
3.2 Payment of the Price and the cost of carriage is made at the time of placing the order.
3.3 The Seller reserves the right to increase the Price if the Buyer purchases a smaller quantity of Goods than that for which the quotation was provided.
3.4 The Seller does not store credit card details or transfer customer information to third parties.
4. DELIVERY
4.1 Any dates specified by the Company for delivery of the Goods are approximate. All goods will be delivered from Ukraine. If no date is specified, delivery will be made within a reasonable time at the Company’s sole discretion.
4.2 The Company shall not be liable for any damages (direct or indirect), economic losses or loss of profits due to delay in delivery and such delay shall not entitle the Buyer to terminate the Contract.
4.3 The Company shall be entitled to make partial deliveries and to issue separate invoices for each consignment.
4.4 The Company reserves the right to deliver 10% more or less than the quantity ordered and to adjust the Price proportionately.
5. RISKS AND TITLE TO PRODUCTS
5.1 The risk of damage to or loss of the Products shall pass to the Customer upon delivery, but title to the Products shall remain with the Company and shall pass to the Customer only upon full payment of all amounts due:
5.1.1 for the relevant Products;
5.1.2 and on any other accounts or grounds due to the Company from the Customer.
5.2 In the event that any Products are sold by the Customer to a third party in such a way that title is transferred, the Customer shall transfer the proceeds of such sale to a separate bank account. The Company’s rights under this clause shall extend to such funds. Nothing herein shall make the Customer an agent of the Company for the purposes of resale.
5.3 The Customer agrees that the Company may at any time, until full payment has been made, repossess any Products, enter the Customer’s premises, remove the Products and dispose of them as it sees fit. Until such time, the Customer shall keep the Products as a trustee and custodian separate and in good order.
5.4 If the Products become part of or are processed into other products before full payment has been made, the Company shall have title to such other products (but not as security) as if they were the Products. This clause shall apply to such products with the Customer’s right to any surplus proceeds after sale over and above those of the Company.
5.5 Any implied authority of the Customer to sell the Products and transfer title in the ordinary course of business shall continue until notice is given by the Company or the following events occur:
5.5.1 notice to the Customer of the appointment of an administrative or other receiver over its business or assets;
5.5.2 notice to the Customer of the filing of an application for winding up or a proposal to make a resolution;
5.5.3 the Customer’s decision to enter into a voluntary arrangement or restructuring with creditors;
5.5.4 the Customer’s inability to pay its debts within the meaning of the Insolvency Act 1986;
5.5.5 the filing of an application in court for the imposition of administration or the making of a resolution.
5.6 Upon receipt of written notice from the Company or the occurrence of any of the events set out in clause 5.5, the Customer shall cease to have the right to sell the Products. All Products and products thereof shall be returned to the Company forthwith.
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6. WARRANTEES
The warranties and conditions set out in the Sale of Goods Act 1979 shall apply to this Agreement, all other warranties and conditions (express or implied) are excluded, except as follows:
6.1 The Company may change the design, specifications or modify the Goods without prior notice provided that this does not impair their performance.
6.2 The Company shall not be liable to the Buyer or any third party for any economic loss or expense.
6.3 The Company shall not be liable for any breach of warranty unless a claim is made within 6 months of delivery of the Goods.
6.4 The Company shall have the right, at its option, to repair or replace any defective Goods.
6.5 The Company’s liability for damages arising from defective Goods shall be limited to the amount paid by the Buyer for those Goods.
6.6 Unless otherwise expressly provided, third parties shall not be entitled to enforce any part of this Contract (Contract (Rights of Third Parties) Act 1999).
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7. LIABILITY
7.1 The Company shall not be responsible in any circumstances for any injury damage or loss caused directly or indirectly which the Buyer or any third party may sustain in connection with Goods supplied whether such Goods are manufactured by the Company or not.
7.2 The Company’s liability in respect of the Goods under this Section 8 shall not exceed the purchase price of the Goods.
7.3 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not affected by these Terms.
8. NOTIFICATION OF LOSS OR DAMAGE
The Company must be informed in writing within five working days of delivery of any Products in the event of any shortage or damage and within seven days of receipt of invoice if any of the Products have not been duly delivered otherwise such Products shall be deemed to have been accepted by the Customer as being in good order and in conformity with the Contract.
9. RETURN POLICY
9.1 Subject to the Goods being returned in a resaleable condition (upon which for the avoidance of doubt the Company shall decide) within 30 days of delivery (including the date of delivery) and not the subject of a special manufactured order, the Company will issue a credit note to the Buyer for the full value of the Goods, or re-issue Goods to the same net value.
Goods returned ordered in error by the buyer are subject to a 40% re-stocking fee. Freight charges are not Refunded.
9.2 Refund and Cancelation Policy
9.2.1 Refunds
Once we receive your item, we will inspect it and notify you that we have received your returned item. We will immediately notify you on the status of your refund after inspecting the item.
If your return/cancellation is approved, we will initiate a refund to your credit card (or original method of payment).
9.2.2 Shipping
You will be responsible for paying your own shipping costs for returning the item. Shipping costs are non-refundable.
10. FORCE MAJEURE
The Company shall be excused from liability to the Customer if performance of the contract is prevented or hindered (in particular if an agreed delivery date is delayed) by any cause whatsoever beyond the Company’s control and in particular without prejudice to the generality of the foregoing by Act of God, war, riot, civil commotion, Government controls, restrictions or prohibitions, or any other Government act or omission whether local or national, fire, flood, subsidence, sabotage, accident, strike or lock out and shall not be liable for any loss or damage resulting therefrom suffered by the Customer.
11. FAULTY GOODS & DAMAGES
If the Consumer receives faulty goods, and informs the Company within 14 working days, the Company will either replace the goods free of charge, with no additional carriage charges, or offer a full refund, providing the goods are not defective due to misuse or unreasonable care. Misuse and unreasonable care can refer to using the Goods for a purpose other than specified and intended in the Company literature. For example using higher loads than specified in the company literature or web site. Using on uneven floors, in extremes of temperatures, using around hazardous chemicals, rough use, impacts, foreign matter intrusions, excessive speeds or any modifications made. Consumers must not breach statutory duty, retaining possession and reasonable care of the goods
12. GENERAL
12.1 Headings – all headings are for ease of reference only and shall not affect the construction of this contract.
12.2 Severance – any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity of unenforceability be deemed severable and shall not affect any other provision of this contract.
12.3 Waiver – no waiver forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in future.
12.4 Sub-Contracting – the Seller may license or sub-contract all or any of its rights and obligations under this contract without the Buyer’s consent.
13. DESCRIPTIONS & SPECIFICATIONS
The Company reserves the right to change any information relating to the Goods without prior notice.