Somerset Solders Ltd Revision 6
CONDITIONS OF SALE
These Conditions apply to all sales of goods by Somerset Solders Ltd ("the Seller") to any purchaser ("the Buyer") and shall apply in place of and prevail over any terms or conditions contained or referred to in the Buyer's order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by the owner or other authorized representative of the Seller.
The term “quotation” shall mean the tender or quotation issued by the seller for the supply or the goods including these conditions, the specification, drawings or other documents annexed by the supplier to the quotation.
A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the quotation at any time prior to the Seller's acceptance of the Buyer's order.
The prices payable for the goods shall be those agreed with the Seller. Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.
4. Terms of Payment
i. Payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set-off within 30 days of the end of the month from the date of an undisputed invoice.
ii. Any extension of credit allowed to the Buyer may be changed or withdrawn at any time by the Seller. The Seller shall be entitled to decline to deliver any further goods to be supplied under this contract or any other purchase order placed by the buyer until payment as been received in full of any amounts outstanding, and payment has been made by the buyer in advance for any goods not yet delivered without thereby incurring any liability to the buyer.
iii. In accordance with the Late Payment Legislation of the 7th August 2002 the Seller will be entitled to charge interest payable on overdue accounts at the rate of 8% per month over the current Bank of England base rate. This will be calculated from the due date for payment until receipt by the Seller of the full amount whether before or after judgment and Debt recovery costs charged at a reasonable amount will be added.
i. Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.
ii. Delivery shall be to the Customer's premises unless otherwise stipulated or agreed by the Seller. The Buyer shall pay for the delivery costs unless otherwise agreed.
iii. If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery or installation of the goods the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Seller may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure.
iv. Unless otherwise expressly agreed the Seller may make delivery in one or more instalments and each instalment shall be treated as a separate contract.
v. Risk in the goods shall pass on their delivery to the Buyer.
All goods are supplied to the Buyer by the Seller on the following terms:-
- The goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price and for any other goods supplied by the seller or any associated company of the seller to the buyer.
- Until such payment the Buyer shall be in possession of the goods solely as bailee for the Seller and in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of the Seller. The Buyer undertakes not to remove, deface or cover up any identification marks on the goods or marks indicating that the goods are the property of the Seller.
iii. The Seller reserves the immediate right of re-possession of any goods to which it has retained title and later to re-sell them and for this purpose the Buyer grants an irrevocable right and licence to the Seller's servants and agents to enter upon its premises during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller under any other arrangement.
7. Specification and Description
- The description of the goods given in any advertisement, web site, catalogue or other literature is for information purposes only and does not constitute a term of the contract.
- The Seller undertakes that the goods will conform to the provisions of the quotation (except in minor respects which do not materially affect the usage of the goods). The seller reserves the right to change and improve the specification of the goods in line with its policy of progressive development provided that any substituted materials shall be of the same or better quality than those specified in the quotation and that any such change will not materially affect the usage of the goods. The Seller will if deemed necessary contact the Buyer for authorization to supply alternative products other than originally quoted or ordered prior to despatch and to inform the Buyer of any cost changes.
- The Seller undertakes that the goods will conform to the requirements of any legislation in force at the time of the submission of the quotation.
- No representative or agent of the seller has any authority to agree any terms or make any representations that are inconsistent with these conditions or the quotation. The seller will not be bound by any statements made by any person purporting to act on the seller's behalf as to these conditions or the quotation or any statements as to the delivery, quality, performance or suitability of the goods unless any such statement is specifically confirmed in writing by a duly authorised officer of the seller and annexed to the contract.
- If the Buyer has specified expressly that the goods shall be suitable for a particular purpose and the seller has agreed in the quotation expressly to supply goods suitable for that purpose, then the goods shall be so suitable within the limits specified by the supplier in his quotation except in minor respects which do not materially affect the purpose for which the goods have been supplied.
i. The Buyer shall inspect the goods immediately on their receipt and shall be deemed to have accepted the goods unless within 7 days after their receipt the buyer shall have notified the seller that the goods are rejected as having been found not to be in accordance with the contract.
ii. If the Buyer does so notify the seller to this effect then the seller shall be given the opportunity to inspect the goods, and if reasonably satisfied that the goods are not in accordance with the contract for a reason for which the seller is responsible, shall at its option repair or replace such goods.
iii. At the Seller's request the buyer shall return the goods which it considers not to be in accordance with the contract to the Seller at the Seller's expense. The seller shall be responsible for all costs involved in the repair or replacement of the goods and for their re-delivery to the buyer.
iv. If the seller shall fail within a reasonable time to repair or replace the goods as required under sub-clause 2 above, the buyer shall have the right to purchase elsewhere replacement goods of the same or similar description and to recover from the seller:
a) Any payment made by the Buyer in respect of the rejected goods.
b) The difference between the price of the rejected goods and the price of the replacement goods.
The obligation of the seller under sub-clauses 8.2, 8.3 and 8.4 above shall be in full satisfaction of the Seller's liability in respect of such goods, and the Buyer shall not be entitled to claim damages for breach by the seller of any of its obligations whether under the contract or otherwise and whether for delay or performance.
9. Limitation of Liability
i. The Seller shall not be liable to the Buyer:
(a) for damage to or loss of the goods or any part of them in transit (where the goods are carried by the Seller's own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 14 days of receipt of the goods;
(b) for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or any act, neglect or default of the Buyer or of any third party;
(c) for other defects in the goods unless notified to the Seller within 1 month of receipt of the
goods by the Buyer or where the defect would not be apparent on reasonable inspection within 6 months of delivery.
ii. (a) Where liability is accepted by the Seller under paragraph 9.1 the Seller's only obligation
shall be at its option to make good any shortage or non-delivery and/or as appropriate to
replace or repair any goods found to be damaged or defective and/or to refund the cost of
such goods to the Buyer.
(b) The Seller's aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed an amount equal to ten times the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
iii. In no circumstances shall the Seller be liable to the Buyer for any special, indirect or consequential loss or loss of profits.
iv. Subject to the foregoing (and so far as may be permissible under the Unfair Contract Terms Act 1977, the Unfair Terms in Consumer Contract Regulation 1994 and any other relevant legislation) all conditions warranties and representations, expressed or implied by statute common law or otherwise in relation to the goods are excluded and the Seller shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by the negligence of the Seller.
v. The Seller's prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained for it.
10. Force Majeure
Neither party shall be liable to the other for its failure to perform any of its obligations under the contract to the extent that such failure is a result of circumstances beyond its reasonable control, provided that the other party is notified in writing of such circumstances by the party affected as soon as they become aware of their occurrence. Reasons of circumstance beyond the Seller's control shall include, but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials for them by the Seller's normal source of supply or the manufacture of the goods by the Seller's normal means or the delivery of the goods by the Seller's normal means.
All complaints will be dealt with in a fair and confidential manner. If any dispute or difference shall arise between the parties in connection with or arising out of the contact which cannot be settled amicably between the parties, then either party shall give to the other 14 days' written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice, or in default of agreement, as may be nominated by the President for the time being of the Chartered Institute of Arbitrators.
12. Governing Law
The contract shall in all respects be governed by and interpreted in accordance with the laws of England.
Revision 5 – Amended sections
Clause 4i, Clause 7ii
Revision 6 – Company name ammendment