All Quotations or Tenders given and all orders received and accepted are executed on the basis that the purchaser is bound by these conditions of sale. Where there is any inconsistency between these Conditions of sale and any conditions which the purchaser seeks to impose these conditions of sale shall prevail. Where orders specify delivery by instalments, each such instalment shall be deemed to be a separate contract. No amendment or variation of these will apply unless confirmed in writing by a Director of the Company. Acceptance of any goods supplied by the Company indicates an acceptance of these conditions.
1. VALIDITY OF QUOTATION
a) The Company reserves the right to refuse the purchasers acceptance of a Quotation given by the Company unless such Quotation is stated to be open for a specific period and is accepted within such period before being withdrawn. In the event of the receipt by the Company of an order from the purchaser, execution of the order is contingent upon availability of goods and will not be binding on the Company.
b) No orders to the Company may be cancelled.
a) Unless otherwise agreed in writing all orders are executed subject to prices and relevant discounts ruling at the date of despatch and any price list of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause. All prices are subject to the addition of Value Added Tax at the appropriate rate and all quoted prices are based on the actual Conditions of Sale at that time
b) The Company reserves the right to make a handling charge on any orders, the total invoice price of which (excluding VAT) is less than £75.00 or any other such value may be notified in writing to the purchaser from time to time.
c) In the event of any change in the cost of raw materials or labour required to fulfil the order, prices may be subject to an appropriate variation.
a) Unless otherwise agreed in writing payment is due in full as indicated in the Terms shown on the Invoice.
b) Where the contract is to be, or may be, fulfilled in separate instalments, delivery or parts, payment for each instalment, delivery or part shall be made as if the same constituted a separate contract.
c) No discount or other deductions are allowed unless specified in writing by the Company.
d) The Company will be entitled to charge interest at 3% above the base rate of National Westminster Bank PLC from time to time on all overdue accounts in accordance with clause 11 on these Conditions of Sale.
e) Notwithstanding Condition 4 (a) the Company shall without prejudice to it’s other rights, have the right by notice in writing to the Purchaser to demand immediate payment of all monies due from the Purchaser to the Company for any goods delivered at whatever time.
The Company shall be entitled to refuse to accept any order, or to sell on credit to any proposed Purchaser without providing any reason
Unless otherwise stated goods destined for delivery in the UK mainland will be carriage paid by the Company providing the other is to minimum value as printed on the current price list and website.
6. CLAIMS FOR SHORT DELIVERY OR DAMAGED GOODS
The Company will not be liable for any loss or damage or shortage during delivery unless the following instructions are complied with:
a) Notification in writing is received by the Company within seven days of the date of invoice if the goods are not received.
b) Consignments must be examined immediately on the arrival thereof. If any parcel appears to be damaged or pilfered the receipt must be clearly marked “Parcel Damaged” or “pilfered”. The Company must be notified of the damage or short delivery in writing within twenty four hours of delivery and within four days of delivery a detailed claim must be sent in writing to the Company and the packaging retained and dealt with as directed by the Company.
Unless claims are notified in accordance with clause 6 the purchaser shall be bound to accept and pay for the goods delivered in accordance with clause 3 (a).
8. DELIVERY AND PASSING OF RISK
a) Unless otherwise agreed in writing delivery shall be made at the Purchasers premises specified in the order. Risk in the goods shall pass to the Purchaser on delivery
b) Any times quoted for despatch, repair or replacement are estimates only and the Company shall not be liable for failure to despatch, repair or replace within such time
c) In so far as there is a delay in delivery which is caused by some fault of the purchaser, then the Company reserves the right to introduce a service charge of £35.00 per week in relation to storage.
d) Where a Purchaser fails to accept deliveries in accordance with the terms and conditions of the order, the balance of undelivered goods shall be invoiced to the Purchaser, the goods being held at the Purchaser’s risk and any storage and additional carriage costs being charged to the Purchaser’s account.
e) The Company will do all in its power to deliver the goods to the Purchaser, but shall not be held responsible for losses claimed by the Purchaser, if the goods cannot be delivered on time or at all.
9. PASSING OF RISK AND RETENTION OF TITLE
a) Goods are supplied to the customer (“the Buyer”) by Smart H & S Limited (“the Seller”) subject inter alia to the following terms and conditions.
b) Notwithstanding delivery and the passing of risk in goods, ownership of the goods shall remain with the Seller until payment in full for the goods, and for all other goods supplied by the Seller to the Buyer for which payment is then due, has been received by the Seller or until such time as the Buyer sells the goods to its customers by way of bona fide sale at full market value.
c) If payment for the goods is overdue in the whole or in part the Seller shall be entitled at any time to require the Buyer to return the goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess and resell the goods or any of them. Payment for the goods shall become due inter alia immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved.
d) Until the Seller is paid in full for the goods, and all other goods supplied by the Seller for which payment is then due, the relationship of the Buyer to the Seller shall be that of a fiduciary and bailee with respect to all goods for which payment is outstanding and the Buyer shall keep all such goods separate from those of the Buyer and Third Parties and properly stored, protected, insured and identified as the Sellers property. And if the same are sold by the Buyer the Seller shall have the right to trace the proceeds of sale according to the principles in Re Hallett’s Estate (1880) 13 ch d 696, (1874-80). All ER Rep 793. A like right for the Seller shall apply where the Buyer uses the goods in any way so as to be entitled to payment from a third party. Until the Seller is paid in full as foresaid the Buyer shall be entitled to resell the goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale of the goods, including insurance proceeds, and shall keep all proceeds of sale of such goods separate from any monies of the Buyer or of Third Parties.
e) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall be without prejudice to any other right or remedy available to the Seller forthwith become due and payable.
10. REFUND POLICY
Any deposits are refundable upto 14 days prior to confirmed training date. Cancellations within 14 days of confirmed training date – no deposit refund eligible No refunds after delivery and training
11. RETURN OF GOODS
a) Return of goods will not be accepted unless the Company or its appointed agent, shall first have had the opportunity of examining some and/or confirming the goods may be returned, unless the Company has agreed otherwise in writing.
b) Any goods returned in accordance with clause 11(a) which, for any reason, is not attributable to the Company will be subject to a handling charge of 20% of net value.
c) Any returned goods which are claimed to be defective and on inspection are found to be in working order may be returned to the Purchaser at the Company’s discretion.
d) Returned goods should, wherever possible, be packed in the original packaging and in any event, be placed in such a manner to ensure the goods are delivered to the Company without loss or damage. Goods returned to the Company, which have not been supplied by them, will be returned as received and a handling and carriage charge will be payable.
Any product(s) supplied by the Company, which fails during its twelve months’ warranty period as a result of faulty workmanship or materials in manufacture, will be repaired or replaced (at the discretion of the Company), free of charge, providing the product(s) is forwarded to the Company suitably packed and carriage paid. The Company’s liability for shortage, failure or defection and the goods supplied shall be limited to the cost of making good such shortage, failure or defect by repair or replacement and the Company shall not in any event be liable for any direct or indirect damage or loss whatsoever sustained or liability incurred by the purchaser to satisfy himself as to the fitness or suitability of the goods for any particular purpose and the goods are sold without any warranty, express or implied as to their suitability for a particular purpose or condition save where the Company has given specific written advice in connection therewith.
13. DESCRIPTIVE MATTER AND ILLUSTRATIONS
All descriptive and forward specifications, drawings and particulars of weights and dimensions issued by the Company are approximate only, and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract.
In the event of any employee of the Company making an error in any term, contract, offer, acceptance or quotation the Company may by notice in writing to the purchaser correct the error in which case (provided that the correction is adverse to the purchaser) the purchaser shall be entitled within seven days of such notice to cancel that portion of the order to purchase to which the said correction relates.
Any performance figures given by the Company are based on its experience and are such as the Company excepts to obtain on test in its works. The Company shall be under no liability for damages or failure to attain such figures unless the Company has specifically and in writing guaranteed performance figures and then only subject to recognized tolerances applicable to such figures.
16. SUSPENSION OR CANCELLATION OF DELIVERIES
If the purchaser cancels his order the Company shall be entitled to recover loss sustained thereby from him. The purchaser will indemnify the Company in respect of any third party claims arising against the Company by virtue of any act or omission arising out of the companies’ repudiation of the contact or suspension or cancellation of deliveries under this condition.
Any samples submitted will be invoiced and must be paid for unless they are returned carriage paid within 30 days.
All drawings descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein and promptly upon request by the Company the purchaser shall return the same to the Company.
19. FORCE MAJEURE
The performance of all contracts is subject to variation or cancellation owing to Act of God. War Strikes, Lockout, Fire, Drought, Riot, Civil Commotion, restriction by Government or other competent Authority or any other cause beyond the companies control, or owing to the companies inability to procure materials or articles except at enhanced prices due to any of the afore going clauses.
Save as provided by these General Conditions and save for the companies implied undertaking as to title etc. contained in S. 12 of the Sale of Goods 1979 (liability for death or personal injury resulting from negligence) all other obligations and liabilities whatsoever of the Company whether in contract or in tort or otherwise excluded.
21. LEGAL CONSTRUCTION
These conditions and any contract following thereon shall be governed by and construed in accordance with the law of England.