- “Terms” means the terms and conditions of sale set out in this document;
- “the Buyer” means the person, firm or company who purchases or agrees to purchase the Goods from the Company
- “The Company” means Special Trading Solutions LTD and it is trading names. Registered office is situate at Jonh Ratcliffe House, Chippenham Gardens , London NW6 5LH.UK
- “Contract” means the contract between the Company and the Buyer which shall be deemed to incorporate these Terms;
- “Goods” means any goods agreed in the Contract to be supplied by the Company to the Buyer.
In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced for time-to-time.
- ‘Delivery Date’ means the date estimated by the seller for the delivery of the Goods
- ‘Price’ means the price for the Goods excluding carriage, packing, insurance and Tax.
2. THE CONTRACT
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the Seller’s quoted price. The price is exclusive of VAT, which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2 Payment of the Price, the carriage charge shall be due when the order is placed unless the Buyer has a credit account with the Seller when payment shall be due 30 days from when the Goods are delivered or terms as agreed in writing. Time for payment shall be of the essence and the Seller shall be entitled to sue for the Price carriage charge and interest whether or not the property in the Goods has passed to the Buyer.
3.3 The Seller reserves the right to increase the Price in the event of the Buyer purchasing a smaller quantity of Goods than that for which the Seller quoted.
4.1 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time and such time shall be at the absolute discretion of the Company.
4.2 Subject to the other provisions of these Terms, the Company shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract.
4.3 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
4.4 The Company reserves the right to deliver up to 10% more or less than the quantity ordered and adjust the price pro rata.
5. RISKS AND TITLE TO PRODUCTS
5.1 Risk of damage to or loss of the Products shall pass to the Customer upon delivery but title in the Products remains vested in the Company and shall only pass from the Company to the Customer upon full payment being made by the Customer of all sums due:
5.1.1 in respect of the relevant Products; and
5.1.2 on whatsoever other account or grounds to the Company from the Customer.
5.2 In the event of any of the Products being sold by the Customer in such manner as to pass to a third party title to such of the Products, the Customer shall place the proceeds of such sale in a separate bank account.
The Company’s rights under Clause shall attach to the proceeds of such sale. Nothing herein shall constitute the Customer the agent of the Company for the purposes of any such sub-sale.
5.3 The Customer agrees that prior to full payment being made as aforesaid the Company may at any time repossess any of the Products and enter upon the Customer’s premises and remove such Products there from (and dispose of the same in any manner it may decide) and that prior to such payment the Customer shall keep such Products as fiduciary agent and bailee and separate and identifiable for this purpose.
5.4 In the event of the Products becoming constituents of or being converted into other products whilst sums are due as provided in Clause 8.1 hereof the Company shall have the ownership of and title to such other products (but not by way of a charge) as if they were the Products and accordingly this Clause 8 shall so far as appropriate apply to such other products subject to the Customer’s right to the surplus of any monies realised by the said products in excess of those due to the Company as provided herein.
5.5 Any implied authority that the Customer shall be entitled to sell the Products and pass property in the same to third parties in the normal course of its business of manufacture other products out of the same or sell such other products will continue until otherwise notified by the Customer by the Company or until the happening of any of the following events:-
5.5.1 any notice to the Customer that an administrative receiver or other receiver or manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets.
5.5.2 Any notice to the Customer that a petition to wind up the Customer is to be or has been presented or any notice to the Customer of a proposal to pass a resolution to wind up the Customer (including any proposal by the Customer so to do)
5.5.3 A decision by the Customer to make a voluntary arrangement or composition with its creditors or any notice to the Customer and/or any of its creditors that a proposal for the same is to be or has been made.
5.5.4 The Customer becoming unable to pay its debts as such expression is defined by the Insolvency Act 1986.
5.5.5 Any notice to the Customer that is to be the subject of a petition for an administration order presented to the Courts or the making of an administration order in respect of the Customer and upon the happening of any such events the Customer shall immediately notify a director of the Company.
5.6 On receipt of written notice from the Company or on the happening of any of the events set out in Clause 8.5 above the Customer’s implied authority to sell the Products shall be immediately withdrawn and all such Products and other products made therefrom shall immediately be delivered to the Company.
The warrantees and conditions contained in the Sale of Goods Act 1979 shall apply to this contract and all other warrantees and conditions whether express or implied are hereby excluded provided that:
6.1 The Company may vary designs and specifications or modify the Goods supplied without prior notice, provided such modifications do not adversely affect the performance of the Goods.
6.2 The Company shall be under no liability to the Purchaser or any third party for any consequential or economic loss or expenses.
6.3 The Company shall be under no liability for breach of any of the said conditions and warrantees arising from defects in the Goods unless a claim has been notified within 6 months from the date the Goods were delivered.
6.4 The Company may at its option either repair or replace any Goods which may be found to be defective.
6.5 The Company’s liability for any loss or damage caused by any defect in the Goods shall be limited to the amount paid or payable by the Purchaser to the Company for the Goods.
6.6 Third Parties , unless the right of enforcement is expressly provided, it is not intended that a third party should have the right to any part of this contract pursuant to the Contract.( Rights of Third Parties 1999)
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.
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
12.1 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.