Terms & Conditions
Condition of Sale
In these Conditions “the Seller” means Superior Render Supplies Limited; “the Buyer” means the person, firm or company purchasing the Goods; “the Goods” means the goods or materials which shall be the subject of any contract between the Seller and the Buyer; and “the contract” means the contract for the sale and purchase of the Goods.
- INCORPORATION OF CONDITIONS OF SALE:
All Goods are sold or agreed to be sold by the Seller subject to these Conditions of Sale which override any other terms or conditions stipulated or referred to by the Buyer whether in the order or in any document issued by the Buyer or in any negotiations and so that these Conditions of Sale are the only terms or conditions upon which the Seller sells or supplies the Goods.
3.1 The Goods will be charged at the price ruling at the date of delivery, irrespective of any quotation given prior to that date, or of any price charged for similar goods previously delivered.
3.2 Prices quoted or charged in respect of orders of a net value of £[150.00] or over include delivery during normal working hours to any place within mainland Great Britain (excluding Northern Ireland) specified by the Buyer except that special delivery at the Buyer’s request by expedited, recorded or insured delivery will be charged additionally at cost.
3.3 VAT and any other applicable sales tax or duty will be added to the price of the Goods at the appropriate rate(s).
4.1 Payment is due not later than 30 days from the date of the Seller’s invoice to the Buyer. The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.
4.2 If any payments due to the Seller are not made on the due date(s) the Seller reserves the right to suspend any or all deliveries of Goods ordered by the Buyer and/or by notice in writing to the Buyer to cancel all or any current contracts without being liable for any loss arising and/or appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
4.3 The Seller reserves the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at a rate equivalent to 3% over the base lending rate from time to time of the Royal Bank of Scotland plc. Such accounts will also be subject to any other costs incurred in obtaining settlement.
4.4 Under no circumstances except with the Seller’s consent shall the Buyer withhold payment of any amount due to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to claim a right of set-off claim or counterclaim in respect of any of the Seller’s obligations arising in respect of matters other than the particular contract between the Seller and the Buyer.
5.1 The Seller will use its best endeavors to adhere to stated delivery times but shall not be liable to the Buyer for any loss which might arise by reason of late delivery or failure to deliver. No liability shall attach to the Seller where delivery is delayed or prevented by force majeure as defined in paragraphe 6.
5.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions of Sale or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
- a) Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- b) Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
- FORCE MAJEURE:
All contracts for the supply of the Goods made between the Seller and the Buyer are subject to cancellation by the Seller or to such variation as may be reasonably necessary by reason of inability to secure labour, materials, transport or supplies or by reason of strike, lockout, trade dispute, weather conditions, hostilities, legislation, Act of God or (without limitation) any other cause whatsoever beyond the control of the Seller and no such cancellation or variation shall impose any liability on the Seller.
- WARRANTY AND LIABILITY:
7.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
7.2 The Seller will replace free of cost to the Buyer or (at the Seller’s option) refund the purchase price of any Goods which shall prove to be defective within a period of twelve months from the date of delivery (except where such defect arises from the misuse by the Buyer or any third party of the Goods), in which case the seller shall have no further liability to the Buyer.
7.3 All conditions guarantees warranties and other terms implied by statute or at common law or in equity including (and not by way of limitation) conditions guarantees warranties and other terms as to satisfactory quality or fitness for purpose under conditions whether known or made known to the Seller or not are hereby excluded.
7.4 The application use and processing of the Goods is the absolute responsibility of the Buyer. Any technical and other advice, information and data provided by the Seller whether verbally, in writing or by way of trials or tests is given without warranty and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the Goods for their intended purposes and applications.
7.5 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract (except in the case of fraud on the part of the Seller), for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
- PASSING OF PROPERTY AND RISK:
8.1 The property in any Goods delivered by the Seller to the Buyer under any particular contract between the Seller and the Buyer shall remain in the ownership of the Seller until such time as the Buyer has paid in full for those Goods and for any other goods delivered by the Seller to the Buyer under any other contract or contracts
8.2 Notwithstanding this reservation of ownership and subject to sub-clause 8.3:
8.2.1 The Buyer has the Seller’s consent to re-sell (but on the Buyer’s own behalf and not as an agent for the Seller) in the ordinary course of carrying on its business any Goods which remain the property of the Seller in which event the Buyer shall remit the proceeds of such sale to the Seller up to the amount of any sums then owing under sub-clause 8.1 and until so doing shall hold such proceeds of sale on behalf of the Seller in such a way that they are kept separate and are readily identifiable.
8.2.2 The Buyer has the Seller’s consent to use any Goods which remain the property of the Seller for manufacturing purposes and if as a result of such use those Goods cease to be in a state that is identifiable and separate then the Seller shall have and retain a share in the original ownership of any new goods resulting from such manufacturing use and of the proceeds of sale thereof. Such share in the ownership of the new goods or the proceeds of sale thereof shall be in an amount equal to the Buyer’s indebtedness to the Seller in respect of all Goods belonging to the Seller incorporated in or used to create such new goods. The property thus retained by the Seller in such new goods shall pass to the Buyer upon the discharge of that indebtedness.
8.3 If the Buyer: has a bankruptcy petition issued against the Buyer or goes into liquidation whether compulsory or voluntary or makes an arrangement with the Buyer’s creditors or
has a receiver or an administrative receiver appointed over any of the Buyer’s assets or receives a written demand from the Seller to pay overdue sums owed to the Seller which the Buyer does not comply with or the Buyer ceases, or threatens to cease, to carry on business or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer then and in any such case the Buyer’s consent from the Seller to do the acts referred to in sub-clause 8.2 shall determine and be deemed to have determined forthwith and the Buyer shall not thereafter sell or use Goods belonging to the Seller save with the consent in writing of the Seller until the Seller has been paid in full in accordance with sub-clause 8.1.
8.4 The Seller may recover and dispose of any Goods in which the Seller has retained the property under sub-clause 8.1 upon the happening of any of the events referred to in sub-clause 8.3 and the Seller or persons authorized by the Seller may for that purpose enter upon any premises where such Goods may be.
8.5 The Buyer agrees to store all Goods that are the property of the Seller in such a way that they are readily identifiable as such and to make a note in its accounting records that the Goods are the property of the Seller.
8.6 Notwithstanding the provisions in sub-clause 8.1 the Goods shall be at the risk of the Buyer from the time when they are tendered for delivery at an agreed destination or are available for collection by the Buyer or cease to be in the possession of the Seller and in particular when they are delivered into the possession or custody of a carrier forwarding agent, warehouseman or other Bailee or agent for the purpose of transmission whether or not such person contracts with or is instructed by the Seller or the Buyer.
If the Buyer commits any breach of these conditions or if in the opinion of the Seller the financial standing of the Buyer becomes unsatisfactory the Seller may without prejudice to his other rights and remedies terminate or suspend all contracts between the Buyer and the Seller by notice in writing to the Buyer. The Seller shall also be entitled to require immediate payment for all Goods delivered under all such contracts subsisting between the parties or (at the Seller’s option) security for payment satisfactory to the Seller and in the event of termination under the provisions of this clause the Seller shall be relieved of all liability to the Buyer to carry out any such contracts and any other contract so terminated.
- PATENTS AND TRADEMARKS:
10.1 No warranty or representation is given by the Seller that the Goods do not infringe any letters patent trademarks registered designs, design rights or other industrial or intellectual property rights and the Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Buyer may become liable as a result of anything done in respect of the Goods by the Buyer or any third party.
10.2 The use of the Seller’s patents and/or trademarks requires the prior written approval of the Seller.
The contract of which these Conditions form part is personal to the Buyer who shall not assign the benefit thereof without the Seller’s written consent.
12.1 Any notice to be given under these Conditions may be delivered or be sent by prepaid post sent first class addressed to the party to be served at its registered office for the time being or (if not a company) the address for that party last known to the party giving the notice. Notices served by post shall (except where expressly provided otherwise) be deemed served on the second business day after the date of posting “Business Day” shall mean a day other than a Saturday and Sunday or an English Bank or Statutory Public holiday.
12.2 In the event that any of these Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way such invalidity or unenforceability
Shall in no way impair or affect any of the other Conditions hereof all of which shall remain in full force and effect.
12.3 Clause headings are for ease of reference only and do not affect construction.
12.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- PROPER LAW:
The construction validity and performance of this Contract shall be governed by the Law of England and shall be subject to the exclusive jurisdiction of the English Courts.