Terms & Conditions Business |
|
Supply of Goods
1.Header Information
This is an agreement between:
Industrial Design & Control Ltd of Studio-OneFour, Jubilee Street Taunton, TA2 6JA ("I/We/Us" in this Agreement); and
You means the person, firm or company placing an order with the Company. ("You" in this Agreement).
2.Overview
These are the terms and conditions referred to in your order ('Order') for Us to supply You with all equipment and materials supplied by Us ('Goods').
They describe the terms on which We will sell the Goods to You. In particular, We must deliver the correct Goods to the right place at the agreed time in good condition, and they explain our liability to You if We fail to meet these standards.
They also explain that You must pay Us the correct price, and when legal ownership of the Goods passes from Us to You. These issues are important for insurance and risk purposes, and so We have also included a clause to explain the position if Goods are damaged or delayed for reasons outside anyone's control (including natural causes).
3.The Contract
3.1 The Order is your offer to buy the Goods from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
3.2 When We send You a written acceptance, You have a binding Contract with Us, and these Conditions are part of it.
3.3 This Contract is our entire Agreement. No previous statements or representations that We have made to You form part of the Contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
3.4 If We have given You a quotation for the Goods, it is only valid for 30 days from its issue date. It is not an offer to sell You the Goods.
3.5 If either of Us needs to give the other a notice under the Contract ('Notice'), the Notice must be given properly to be effective. Clause 10.4 explains how to give a proper Notice.
4.The Goods
4.1 The Goods are described in our catalogue/web/the specification attached to your Order/your Order.
4.2 If the Goods have been manufactured at your request or to any specification that You have supplied, You will pay for all liabilities, damages, losses and costs that We suffer from of any claim made against Us for breach of someone else's intellectual property rights. This applies even after this Contract has ended.
4.3 We are allowed to change any of our specifications, or any specification that You have supplied, if this is necessary to comply with any regulations.
5.Delivery of the Goods
5.1 We will give You a delivery note with each delivery of Goods. It will state the Order date, the Order reference number, the type and quantity of Goods and the outstanding balance of the Order if We are delivering Goods by instalments.
5.2 Delivery dates are approximate, and time of delivery is not of the essence.
5.3 We will deliver the Goods to/You within 5 working days after We send You a Notice that they are ready. Delivery will be completed when the Goods are Delivered.
5.5 If You do not accept delivery of the Goods within 5 days of our Notice date, delivery will be completed at 9:00 am on the 6 day after the Notice date. We will then store the Goods and charge You for all storage and related costs (including insurance) until delivery actually takes place. If You have still not taken delivery after 10 days, We are allowed to sell the Goods (or some of them), in which case We will pay You any excess of the sale price over the price You owe Us (less our storage and selling costs). If the sale price is below the price You owe Us, We will charge You for the shortfall.
5.6 If We fail to deliver the Goods, our liability will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the Goods. We will not be liable for non-delivery if You give Us inadequate delivery or other supply instructions.
5.7 We are allowed to deliver the Goods in instalments. If We do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, You may not cancel other instalments because of the delay.
6.Warranty
6.1 We want You to be satisfied with the quality of the Goods and so We offer You the following warranty for 12 months from the delivery date.
6.1.1 the Goods are the same in all material respects as their description;
6.1.2 the Goods are free from material defects;
6.1.3 the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
6.1.4 the Goods are fit for any purpose that We have specified.
6.2 If You discover that some or all of the Goods do not meet our warranty standards, We will either repair or replace them, or refund You the price of the defective Goods. This will only apply, however, if You have done the following:
6.2.1 given Us Notice of the defect during our warranty period and within 5 working days of discovering it;
6.2.3 given Us a reasonable opportunity of examining the Goods, and
6.2.3 returned the Goods to Us at our premises if requested.
6.3 Our warranty does not apply if:
6.3.1 You continue to use the Goods after You have given Us Notice of a defect;
6.3.2 the defect has arisen because You have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the Goods;
6.3.3 the defect arises because We followed your instructions, specifications, drawing or design;
6.3.4 You alter or repair the Goods without previously getting our written consent;
6.3.5 the defect is a result of fair wear and tear, negligence, abnormal storage or working conditions, or wilful damage;
6.3.6 changes have been made to the Goods to comply with applicable regulations.
6.4 Our warranty only applies on the terms of this clause, but it also applies on the same terms to any repaired or replacement Goods that We supply.
6.5 Sections 13-15 of the Sale of Goods Act 1979 are excluded to the extent that the law permits (these laws imply protections into a contract that are similar to the warranty that We have given You in this clause 6).
7.Title and Risk
7.1 Risk in the Goods passes to You on completion of delivery. (Completion of delivery is explained in clauses 5.4 and 5.5.). You should make sure that You insure the Goods from this time onwards.
7.2 Title in the Goods (which means full ownership of them) passes when You have paid Us for them in full. Until the title passes, We will still own the Goods and You must treat them as follows:
7.2.1 store them separately from other goods so that they can be clearly identified as our property;
7.2.2 keep them in good condition and insure them against all risks at their full price from the delivery date. You must make sure that our interest in the Goods is noted on the policy. If You receive any insurance money for the Goods, You must hold it for Us separately and not mix it with any other money;
7.2.3 do not remove or obscure any identifying mark or packaging;
7.2.4 give Us any information about the Goods that We ask for.
You will be holding the Goods for Us, but You are allowed to resell them in the ordinary course of business.
7.3 If anything listed in clause 8 happens, or We think it is reasonably likely to happen, before our title to the Goods has passed to You, We will want to protect our title and the Goods themselves. You must notify Us of such circumstances immediately, but in any event We may ask You to deliver up the Goods to Us; if You fail to do this straightaway, We will have the right to enter your premises and recover the Goods, or to enter premises owned by anyone who is storing the Goods and remove them. We will not have this right of entry, however, if You have sold the Goods or incorporated them into another product so that they can't be separated.
7.4 This clause 7 will continue even after the rest of the Contract comes to an end.
8.Price and Payment
8.1 The price of the Goods is stated in our acceptance of your Order. It is exclusive of VAT, packaging, insurance and transport costs for which We will invoice You.
8.2 We are allowed to increase the price, by giving You a Notice of increase up to 30 days before We deliver the Goods, to take into account any of the following:
8.2.1 factors beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials etc);
8.2.3 changes in delivery dates, or quantities, types, or specifications of Goods that You have asked for;
8.2.3 delay caused by You, or your supplying Us with inadequate or inaccurate instructions.
8.3 You must pay our invoice in full within 30 days of our invoice date. Time of payment is of the essence. If You fail to pay on time, We may charge You interest at 8 % per annum above Lloyds's base rate from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and You must pay it all with the overdue amount.
8.4 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
9.Insolvency, Incapacity and Breach
9.1 If any of the events listed below takes place, or if We think that any of them is likely to happen and We send You a Notice, We may cancel or suspend delivery of the Goods under this Contract and any other contract that We have with You, and You must immediately pay Us all sums that You owe Us for Goods delivered. We are also allowed to charge You a storage charge for any undelivered Goods.
The events are:
9.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Goods on time as set out in clause 8);
9.1.2 You are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
9.1.3 You negotiate with any creditors to reschedule your debts, or You enter into any arrangement or compromise with your creditors concerning your debts;
9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
9.1.5 one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
9.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
9.1.7 You stop carrying on business, or threaten to do so;
9.1.8 (if You are an individual) You die or lose physical or mental capacity;
9.1.9 You seriously breach your Contract with Us.
10.Liability Limitations
10.1 We will not be liable to You for any loss of profit or any consequential loss arising from our Contract with You, and our total liability to You under the Contract will not exceed the price of the Goods.
10.2 These Conditions do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, or any other matter that the law says We can't exclude.
10.3 Neither of Us will be liable to the other for failure or delay in carrying out this Contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.
11.General
11.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this Contract, but You may not do any of these things unless We have previously agreed in writing that You can.
11.2 Nobody other than We and You may rely on any terms of this Contract.
11.3 Changes to the Contract are only binding if We agree them in writing, sign them and give You a copy.
11.4 If either of Us wishes to give a notice to the other under the Contract, We must give it in writing and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
11.5 Delay in exercising a right under the Contract will not take away that right or any other right.
11.6 The Contract is governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it.
1.Header Information
This is an agreement between:
Industrial Design & Control Ltd of Studio-OneFour, Jubilee Street Taunton, TA2 6JA ("I/We/Us" in this Agreement); and
You means the person, firm or company placing an order with the Company. ("You" in this Agreement).
2.Overview
These are the terms and conditions referred to in your order ('Order') for Us to supply You with all equipment and materials supplied by Us ('Goods').
They describe the terms on which We will sell the Goods to You. In particular, We must deliver the correct Goods to the right place at the agreed time in good condition, and they explain our liability to You if We fail to meet these standards.
They also explain that You must pay Us the correct price, and when legal ownership of the Goods passes from Us to You. These issues are important for insurance and risk purposes, and so We have also included a clause to explain the position if Goods are damaged or delayed for reasons outside anyone's control (including natural causes).
3.The Contract
3.1 The Order is your offer to buy the Goods from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
3.2 When We send You a written acceptance, You have a binding Contract with Us, and these Conditions are part of it.
3.3 This Contract is our entire Agreement. No previous statements or representations that We have made to You form part of the Contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
3.4 If We have given You a quotation for the Goods, it is only valid for 30 days from its issue date. It is not an offer to sell You the Goods.
3.5 If either of Us needs to give the other a notice under the Contract ('Notice'), the Notice must be given properly to be effective. Clause 10.4 explains how to give a proper Notice.
4.The Goods
4.1 The Goods are described in our catalogue/web/the specification attached to your Order/your Order.
4.2 If the Goods have been manufactured at your request or to any specification that You have supplied, You will pay for all liabilities, damages, losses and costs that We suffer from of any claim made against Us for breach of someone else's intellectual property rights. This applies even after this Contract has ended.
4.3 We are allowed to change any of our specifications, or any specification that You have supplied, if this is necessary to comply with any regulations.
5.Delivery of the Goods
5.1 We will give You a delivery note with each delivery of Goods. It will state the Order date, the Order reference number, the type and quantity of Goods and the outstanding balance of the Order if We are delivering Goods by instalments.
5.2 Delivery dates are approximate, and time of delivery is not of the essence.
5.3 We will deliver the Goods to/You within 5 working days after We send You a Notice that they are ready. Delivery will be completed when the Goods are Delivered.
5.5 If You do not accept delivery of the Goods within 5 days of our Notice date, delivery will be completed at 9:00 am on the 6 day after the Notice date. We will then store the Goods and charge You for all storage and related costs (including insurance) until delivery actually takes place. If You have still not taken delivery after 10 days, We are allowed to sell the Goods (or some of them), in which case We will pay You any excess of the sale price over the price You owe Us (less our storage and selling costs). If the sale price is below the price You owe Us, We will charge You for the shortfall.
5.6 If We fail to deliver the Goods, our liability will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the Goods. We will not be liable for non-delivery if You give Us inadequate delivery or other supply instructions.
5.7 We are allowed to deliver the Goods in instalments. If We do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, You may not cancel other instalments because of the delay.
6.Warranty
6.1 We want You to be satisfied with the quality of the Goods and so We offer You the following warranty for 12 months from the delivery date.
6.1.1 the Goods are the same in all material respects as their description;
6.1.2 the Goods are free from material defects;
6.1.3 the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
6.1.4 the Goods are fit for any purpose that We have specified.
6.2 If You discover that some or all of the Goods do not meet our warranty standards, We will either repair or replace them, or refund You the price of the defective Goods. This will only apply, however, if You have done the following:
6.2.1 given Us Notice of the defect during our warranty period and within 5 working days of discovering it;
6.2.3 given Us a reasonable opportunity of examining the Goods, and
6.2.3 returned the Goods to Us at our premises if requested.
6.3 Our warranty does not apply if:
6.3.1 You continue to use the Goods after You have given Us Notice of a defect;
6.3.2 the defect has arisen because You have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the Goods;
6.3.3 the defect arises because We followed your instructions, specifications, drawing or design;
6.3.4 You alter or repair the Goods without previously getting our written consent;
6.3.5 the defect is a result of fair wear and tear, negligence, abnormal storage or working conditions, or wilful damage;
6.3.6 changes have been made to the Goods to comply with applicable regulations.
6.4 Our warranty only applies on the terms of this clause, but it also applies on the same terms to any repaired or replacement Goods that We supply.
6.5 Sections 13-15 of the Sale of Goods Act 1979 are excluded to the extent that the law permits (these laws imply protections into a contract that are similar to the warranty that We have given You in this clause 6).
7.Title and Risk
7.1 Risk in the Goods passes to You on completion of delivery. (Completion of delivery is explained in clauses 5.4 and 5.5.). You should make sure that You insure the Goods from this time onwards.
7.2 Title in the Goods (which means full ownership of them) passes when You have paid Us for them in full. Until the title passes, We will still own the Goods and You must treat them as follows:
7.2.1 store them separately from other goods so that they can be clearly identified as our property;
7.2.2 keep them in good condition and insure them against all risks at their full price from the delivery date. You must make sure that our interest in the Goods is noted on the policy. If You receive any insurance money for the Goods, You must hold it for Us separately and not mix it with any other money;
7.2.3 do not remove or obscure any identifying mark or packaging;
7.2.4 give Us any information about the Goods that We ask for.
You will be holding the Goods for Us, but You are allowed to resell them in the ordinary course of business.
7.3 If anything listed in clause 8 happens, or We think it is reasonably likely to happen, before our title to the Goods has passed to You, We will want to protect our title and the Goods themselves. You must notify Us of such circumstances immediately, but in any event We may ask You to deliver up the Goods to Us; if You fail to do this straightaway, We will have the right to enter your premises and recover the Goods, or to enter premises owned by anyone who is storing the Goods and remove them. We will not have this right of entry, however, if You have sold the Goods or incorporated them into another product so that they can't be separated.
7.4 This clause 7 will continue even after the rest of the Contract comes to an end.
8.Price and Payment
8.1 The price of the Goods is stated in our acceptance of your Order. It is exclusive of VAT, packaging, insurance and transport costs for which We will invoice You.
8.2 We are allowed to increase the price, by giving You a Notice of increase up to 30 days before We deliver the Goods, to take into account any of the following:
8.2.1 factors beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials etc);
8.2.3 changes in delivery dates, or quantities, types, or specifications of Goods that You have asked for;
8.2.3 delay caused by You, or your supplying Us with inadequate or inaccurate instructions.
8.3 You must pay our invoice in full within 30 days of our invoice date. Time of payment is of the essence. If You fail to pay on time, We may charge You interest at 8 % per annum above Lloyds's base rate from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and You must pay it all with the overdue amount.
8.4 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
9.Insolvency, Incapacity and Breach
9.1 If any of the events listed below takes place, or if We think that any of them is likely to happen and We send You a Notice, We may cancel or suspend delivery of the Goods under this Contract and any other contract that We have with You, and You must immediately pay Us all sums that You owe Us for Goods delivered. We are also allowed to charge You a storage charge for any undelivered Goods.
The events are:
9.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Goods on time as set out in clause 8);
9.1.2 You are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
9.1.3 You negotiate with any creditors to reschedule your debts, or You enter into any arrangement or compromise with your creditors concerning your debts;
9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
9.1.5 one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
9.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
9.1.7 You stop carrying on business, or threaten to do so;
9.1.8 (if You are an individual) You die or lose physical or mental capacity;
9.1.9 You seriously breach your Contract with Us.
10.Liability Limitations
10.1 We will not be liable to You for any loss of profit or any consequential loss arising from our Contract with You, and our total liability to You under the Contract will not exceed the price of the Goods.
10.2 These Conditions do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, or any other matter that the law says We can't exclude.
10.3 Neither of Us will be liable to the other for failure or delay in carrying out this Contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.
11.General
11.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this Contract, but You may not do any of these things unless We have previously agreed in writing that You can.
11.2 Nobody other than We and You may rely on any terms of this Contract.
11.3 Changes to the Contract are only binding if We agree them in writing, sign them and give You a copy.
11.4 If either of Us wishes to give a notice to the other under the Contract, We must give it in writing and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
11.5 Delay in exercising a right under the Contract will not take away that right or any other right.
11.6 The Contract is governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it.