TERMS & CONDITIONS OF SALE
1. General
“Company” means StandardAir Limited (Company No 3181699) Whose registered office is at Harleyford Estate, Henley Road, Marlow, Buckinghamshire, SL7 2DY. UK.
“Buyer” means any person, firm or company which orders or buys goods from the Company, and
“Goods” means the goods, which are the subject of the Buyer’s order.
1.2 These Conditions govern all sales of goods by the Company to the exclusion of any other terms and conditions. No variation of these Conditions will be binding unless made in writing and signed by a director of the Company. No conduct by the Company shall constitute acceptance of any other terms or conditions. No binding contract shall arise until the Company has notified its acceptance of the Buyer’s order. The Buyer may not cancel orders, which have been accepted by the Company.
1.3 These Conditions supersede all previous oral or written representations, undertakings and agreements relating to the Goods. All information contained in the Company’s sales literature or correspondence is intended as a general guide only and does not form part of the sale contract. The Company’s employees and agents are not authorised to make representations or give undertakings relating to the Goods. The Goods are not sold by sample unless agreed otherwise in writing. The Company may vary the design of standard Goods without notice.
1.4 No delay or failure by the Company in enforcing its rights under these Conditions shall operate as a waiver unless confirmed in writing by a Director of the Company. The contract of sale is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
2. Delivery
2.1 Delivery shall take place when the Company’s carrier unloads the Goods at the Buyer’s premises (where the Company arranges transport within the United Kingdom at the Buyer’s request) or otherwise when the Buyer or its carrier or agent collects the Goods from the Company’s premises.
2.2 All delivery dates (requested or agreed) are estimates only. Time of delivery is not of the essence and the Company shall not be liable for any delay in delivery. The Company may deliver the Goods in instalments and invoice for each instalment separately. Each delivery shall constitute a separate contract and any claim relating to specific instalments shall not entitle the Buyer to any right or remedy in respect of other instalments. The Goods are not sold on a sale or return basis. Goods may only be returned with the Company’s prior written authorisation, in their original condition and packaging, carriage paid and subject to the Buyer reimbursing all the Company’s costs relating to the sale contract.
3. Price & Payment
3.1 Unless the Company states otherwise in writing, the price of the Goods shall be the Company’s list price for the Goods current at the date of acceptance of the Buyer’s order.
3.2 Written quotations by the Company remain valid for thirty days after their date of issue. The Company may vary the price quoted if the Buyer orders a different quantity of Goods from that stated in the quotation.
3.3 The price of the Goods includes standard packaging, but excludes the cost of delivery, transit insurance, special inspection requirements, production of special tools, duties and value added tax, unless the Company states otherwise in writing.
3.4 The Company may impose such terms relating to payment, credit security of guarantees as it thinks fit. Unless the Company states, otherwise in writing, the Buyer shall pay the Company’s invoices in full without any deduction, abatement or legal or equitable setoff in pounds sterling (cash or cleared funds) within thirty days after the end of the month in which the invoice is issued. Time of payment is of the essence.
3.4 Without prejudice to any other remedy, if the Buyer fails to pay any invoice in full on the due date, the Company may charge interest (before and after any judgement) on the unpaid amount at the rate of 2% above the annual base lending rate from time to time of HSBC Bank plc compounded monthly. The Buyer shall indemnify the Company fully against all fees, costs and expenses incurred in seeking to recover sums payable by the Buyer and repossessing Goods belonging to the Company.
4. Risk and Title
4.1 Risk in the Goods shall pass to the Buyer upon deliver.
4.2 Property in the Goods shall pass to the Buyer when the Company receives payment in cash or cleared funds of the full price of the Goods and all other sums due owing to it from the Buyer on any account. This shall not prevent the Company from suing for the price of the Goods.
4.3 Until property in the Goods passes to the Buyer:
A) it shall hold the Goods as the Company’s bailee, keep them secure, insured, separate from any other goods and identifiable as the Company’s property.
B) it may use or resell the Goods in the ordinary course of its business but shall not otherwise deal with them, charge or pledge them or allow any lien or other interest to arise over them; and
C) if the Buyer fails to pay any sum due to the Company on the due date or its subject to any of the events referred to in Condition 9.1(b) or the sale contract is terminated for any reason, the Company may immediately repossess the Goods and the Buyer shall immediately cease using or dealing with them and shall make them available for collection at the Company’s request.
4.4 The Buyer irrevocably authorises the Company and its representatives to enter any premises or vehicles where Goods belonging to the Company may be held in order to inspect and repossess such Goods in accordance with these Conditions.
5. Acceptance
5.1 The Buyer shall inspect the Goods upon delivery and shall be deemed to have accepted them unless it informs the Company and the Company’s carrier in writing of any loss, shortage, excess or visible damage or nonconformity within seven days after delivery. The Buyer shall notify any total failure to deliver within seven days after the date of the Company’s invoice. The Buyer many not reject short or excess deliveries which are within a margin of 10% (for bespoke Goods) and 5% (for standard Goods) of the quantity ordered. In such cases, the Company will adjust the price proportionately.
6. Warranty
6.1 The Company warrants that the Goods will be reasonably free from defects in workmanship and materials and will conform to the Company’s specification for a period of twelve months after delivery. The Buyer’s sole remedy for any proven breach of this warranty shall be (at the Company’s option) the repair or replacement of the Goods or a refund of the price paid for the Goods, in each case subject to the Buyer returning the Goods carriage paid to the Company within the twelve month warranty period. This warranty does not apply to damage or defects resulting from wear and tear, overloading, misuse, alterations or faulty installation of the Goods and the Buyer should request the Company’s advice relating to any non-standard use of the Goods.
6.2 The Company does not warrant that the Goods are suitable for the Buyer’s particular requirements and all other representations, warranties, terms and conditions, whether express or implied, are excluded to the fullest extent permitted by law.
7. Limitation of Liability
7.1 Nothing in these Conditions shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or for any breach of the statutory implied undertakings as to title to the Goods or for fraud or any other liability which may not be limited or excluded by law.
7.2 The aggregate liability of the Company, its employees and agents to the Buyer in respect of any direct physical damage to the Buyer’s property caused by the Company’s negligence shall be limited to £100,000 in respect of any single event or series of connected events.
7.3 In all other cases, the aggregate liability of the Company, its employees and agents, whether in contract, tort (including negligence and breach of statutory duty) or otherwise howsoever arising shall not exceed the price of the Goods in respect of which the claim is made.
7.4 In no circumstances will the Company, its employees or agents be liable for any business interruption, loss of use, revenue, contracts, profits, goodwill, loss of anticipated saving, loss arising from third party claims or any special, indirect, economic or consequential loss (whether or not foreseeable).
7.5 The Company will in no circumstances be liable for any claim relating to the Goods or the contract of sale which is notified to the Company more than six months after the date of the Company’s invoice.
8. Force Majeure
8.1 The Company will not be liable for any failure or delay in performing its obligations caused by any event which is beyond its reasonable control, including without limitation any act of God, fire, flood, plant breakdown, malicious damage, theft, non-availability of power, water, supplies or materials, industrial action, act of government or other public authority, civil disturbance, terrorism or war.
9. Termination
9.1 Without prejudice to any other remedy, the Company may immediately withhold deliveries, repossess Goods which remain its property and/or terminate the sale contract (and any other contract with the Buyer) if the Buyer:
A) breaches any of these Conditions or fails to pay any sum due to the Company on any account on the due date; or
B) ceases trading or is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, or has a receiver, administrative receiver or liquidator appointed over all or any of its business or assets, or passes a resolution for winding-up, or is the subject of any application, petition or order for administration, winding-up, dissolution, or bankruptcy, or enters into any composition or voluntary arrangement with its creditors, or is subject to any similar event of insolvency in any other jurisdiction, or if the Company reasonably suspects that the Buyer is likely to be subject to any of such actions or events.
10. Miscellaneous
10.1 The Buyer shall store and use the Goods in accordance with any instructions from the Company, which will not be liable for any damage, loss, claim or expense arising from any failure to comply with such instructions.
10.2 The Company may subcontract all or any of its obligations under the sale contract.
10.3 All materials supplied by the Buyer to the Company shall be at the Buyer’s risk while they are in the possession of the Company or in transit to or from the Buyer and the Buyer shall insure them accordingly The Company shall not be liable for defects resulting from materials or designs supplied or specified by the Buyer.
10.4 The Buyer warrants that it has authority to supply any materials, designs and specifications provided by it to the Company and that any Goods produced using or based on the same will not infringe any third party rights. The buyer shall indemnify the Company in full against any loss, claim cost and expense arising from any breach of this warranty.
10.5 The Company reserves all intellectual property rights in the Goods and any tools used to produce them, including but not limited to copyright, design rights, patents and patent applications, trade marks and confidential know-how, in each case whether or not registered. They Buyer may not use any such rights without the Company’s express written consent.
10.6 If the Goods are exported outside the United Kingdom, the Buyer shall be responsible for complying with all laws and regulations governing their importation, handling, use and resale in the country destination. Unless agreed otherwise in writing, the Buyer shall bear all risks in export Goods after they leave the Company’s premises and Section 32(3) of the Sale of Goods Act 1979 shall not apply. For the purposes of Sections 44, 45 and 46 of that Act, any carrier or United Kingdom port used to export the Goods shall deemed to be agent of the Company.
10.7 At the Buyer’s request, the Company will supply the Buyer’s order in instalments over a period of up to twelve months, according to an agreed written delivery timetable. If any Goods ordered by the Buyer remain undelivered at the end of that period, the Company may deliver them without further notice and invoice for their price.
10.8 For the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they don not intend any term of these Conditions to be enforced by any third parties but any third party right, which exists or is available independently of that Act is preserved.