In these conditions unless the context requires otherwise:-
- ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
- ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
- ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered.
- ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
- ‘Price’ means the price for the Goods and/or Services excluding carriage, packing, insurance and VAT.
- ‘Seller’ means Used Shelving Superstore (company registration number: 09268234)
- ‘Services’ means the installation of the Goods provided by the Seller. The precise Services will be stated in the estimate/quotation/order and as may be agreed between the Seller and the Buyer from time to time.
2 Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods and provision of Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document, save for any specific terms or conditions detailed in the Seller’s quotation or purchase order.
2.2 All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 A contract between the Seller and the Buyer will come into being and the buyer will be deemed to accept the terms of these Conditions when the Seller provides the Buyer with a written purchase order or where the Seller and the Buyer agree that the Seller should provide the Goods and/or Services.
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 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 invoice.
3.2 The Price is based on the costs of raw materials and labour as at the date the quotation is made. If any fluctuation in these costs beyond the Seller’s reasonable control results in an increase in the Seller’s costs in performing the Seller’s obligations under the contract, the Seller reserves the right to pass any such increase on to the Buyer.
3.3 All quotations are subject to the availability of raw materials. For the avoidance of doubt in the event that the Seller is unable to procure raw materials to meet the requirements of the contract due to circumstances beyond the Seller’s reasonable control, the Seller will not be liable for any costs, claims, direct, special, indirect or consequential losses, liquidated damages or any other losses whatsoever suffered by the Buyer as a result of the Seller’s failure or delay in providing the Goods and/or Services in accordance with the contract.
3.4 Payment of the Price and VAT shall be due at the time of purchase unless otherwise agreed between the parties. Time for payment is of the essence.
3.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate from time to time of the Bank of England.
3.6 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may suspend or cancel deliveries of any Goods due to the Buyer or provision of Services and/or appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.7 The Buyer will not refuse to pay any amount owing to the Seller where there is only a minor or inconsequential defect or error in the performance of the Services. The Buyer will be entitled only to refuse to pay no more than a proportionate amount of any amount due.
4 The Goods
- The quantity and description of the Goods shall be as set out in the Seller’s quotation.
- The Buyer must inform the Seller at the time of contract if there are particular purposes for which the Goods will be used.
5 The Warranties
5.1 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer or 24 hours after installation of the Services if applicable.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
8 Title and Risk
- Risk shall pass to the Buyer on delivery of the Goods.
- In spite of delivery having been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT in full and no other sums whatever shall be due from the Buyer to the Seller.
- Until property in the Goods passes to the Buyer in accordance with these Conditions the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
- Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
- The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
- Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 above shall cease.
- The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
- The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9 Provision of Services (if applicable)
9.1 The Seller will commence the provision of Services on a date to be agreed with the Buyer.
9.2 The Seller will provide the Services using reasonable care and skill in compliance with commonly accepted practices and standards and laws and regulations in force at the time the Services are carried out.
9.3 The Buyer is to ensure that if the provision of the Services require the Goods to be connected to other goods or systems then such connection is suitable and permitted (either by the manufacturer or maker of by law).
9.4 The Buyer will ensure the areas where the Services are to be performed are ready and will remove any items which will stop or hinder in the performance of the Services.
9.5 The Buyer will allow the Seller to gain access to the Buyer’s premises for the purpose of carrying out the Services at the dates and times agreed.
9.6 The Buyer will obtain all necessary consents, permissions and approvals before the Seller starts to perform the Services.
9.7 The Services will be provided on days and times to be agreed between the Seller and the Buyer.
9.8 The Seller will assume that all information, measurements and facts provided by the Buyer are accurate and true and will not accept any liability for any loss or damage caused where the Services are reasonably performed in reliance of these. The Seller will be responsible for any measurements made or provided by the Seller.
10 Remedies of the Buyer
10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
- Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
- The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
- Where the Seller has started performing the Services and the Buyer decides to cancel the contract the full Price will become payable within 30 days of the date of cancellation.
11 Return of the Goods
11.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
- If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original shipping carton.
- Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
12 Exclusion of Seller’s Liability for Indirect Loss
12.1 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of the contract.
12.2 In the event of any breach of contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
13 Set-off and Counterclaim
13.1 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
14 Force Majeure
14.1 Save for the Buyer’s obligation of payment neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party (‘Force Majeure Event’)
14.2 Each party shall give notice forthwith to the other party upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.
15 Seller’s Cancellation
15.1 The Seller may cancel the contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
16 Buyer’s Cancellation
16.1 Once a binding contract has been entered into the Buyer will normally not be able to cancel the contract, except where the Seller agrees or as otherwise provided for in these Conditions. If the Seller agrees to cancel then the Buyer will be responsible for the cost of the Seller’s time in performing the Services up to the date the Seller stops performing the Services
16.2 Unless otherwise agreed the Buyer will be entitled to cancel the contract at any time prior to the point of detailing and the Seller ordering any materials at no cost to the Buyer save that the Buyer will remain liable to reimburse the Seller in full the Seller’s expenses incurred up to the date of cancellation including (not limited to) surveys, drawings and travelling expenses.
17.1 Any notice under or in connection with the contract shall be in writing and shall be served by first class post, email, fax or personal service to the address of the Seller at the address in clause 1.6 above and to the Buyer at an address to be provided.
17.2 If sent by email, the notice shall unless the contrary be proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error-free transmission report, if given by letter shall be deemed to have been served at the time the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of the post.
18 Third Parties
18.1 Nothing in these Conditions is intended to nor shall it confer any rights on a third party.
19.1 These Conditions are governed exclusively by the laws of England and Wales. In the event of any dispute the Seller and Buyer agree to the sole jurisdiction of the English courts.