CONDITIONS OF SALE
1. BASIS OF SALE
1.1. The Seller shall sell and the Buyer shall purchase the Goods in an Order
subject to
these
Conditions to the exclusion of all other terms and conditions.
1.2. The Buyer acknowledges that it has not relied on any statement, promise
or
representation
made by, or on behalf of, the Seller not set out in the Contract.
1.3. If performance of the Contract requires any government licence or other
permit, the
Contract
shall be conditional upon such licence or other permit being available.
2. ORDERS
2.1. Each Order shall be deemed to be an offer by the Buyer to purchase the Goods
subject to
these Conditions and shall only be accepted by the Seller when acknowledged in
writing
or when the Goods are delivered (whichever occurs first).
2.2. Any typographical, other error or omission in an Order or any other document
or
information shall be subject to correction without any liability on the part
of the Seller.
2.3. Quotations are valid for a period of 30 days if not previously withdrawn.
2.4. If the Buyer cancels an Order, it shall indemnify the Seller in full against
all costs
(including labour and material) and expenses incurred as a result.
3. DESCRIPTION AND SPECIFICATION
3.1. Subject to Condition 9.1, all samples, drawings, descriptions, specifications
and
advertising are issued to give an approximate idea of the Goods only. They shall
not
form part of the Contract and this is not a sale by sample.
3.2. The Seller reserves the right to change all samples, drawings, descriptions,
specification and advertising of the Goods from time to time, including but not
limited to
conform with applicable statutory requirements.
4. PRICE OF THE GOODS
4.1. The price shall be as quoted by the Seller at the time of the Order. and
shall apply to
such specific Order made by the Buyer in terms of quantity and description of
the
Goods ordered”Unless otherwise stated, it excludes VAT and any import,
sales or other
duties (which the Buyer shall also pay) but includes the cost of delivery to
UK mainland
addresses. The cost of delivery to addresses outside mainland UK shall be additionally
payable by the Buyer.
4.2. The Seller may also charge for all reasonable costs that are necessary to
give effect to
theContract. The Seller shall use reasonable endeavours to provide the Buyer
with and
agree an estimate of costs in advance. The Seller reserves the right to revise
the
estimate of costs if the actual cost is different from the estimate of costs
and shall
promptly notify the Buyer of any such change.
4.3 In the event that the Buyer alters or cancels part of the Order after the
date of the
Order, the Seller reserves the right to vary the price of the Order and cancel
any
discounts that may have been offered to the Buyer in respect of the original
Order and
recoup them from the customer.
5. TERMS OF PAYMENT
5.1. The Seller may invoice the Buyer on, or after, delivery. If the Buyer fails
to take delivery,
the Seller may invoice any time after it has notified the Buyer that the Goods
are ready
for delivery.
5.2. UK Buyers shall pay invoices within 30 days of the date of invoice. Other
Buyers shall
pay invoices upon presentation of shipping documents in London against irrevocable
letters of credit confirmed by a UK clearing bank with the Seller named as sole
beneficiary.
5.3. The time for payment shall be of the essence and shall only be deemed to
have been
made when the Seller has received cleared funds. The Buyer shall make all payments
in full without any deduction whether by way of set-off, counterclaim, discount
or
otherwise.
5.4. If the Buyer fails to pay on time, the Seller may without prejudice to its
other rights or
remedies:
5.4.1. cancel the Contract or suspend further deliveries to the Buyer thereunder;
5.4.2. request immediate payment of all sums outstanding under the Contract and
any other
contract, even if the date for payment has not yet fallen due; and
5.4.3. charge interest (both before and after any judgment) on the amount unpaid
at the rate
of 4% above its bank’s base rate from time to time until payment in full
is made.
6. DELIVERY
6.1. Delivery shall be made by the Seller delivering the Goods to the address
specified in
the Order and shall be deemed to be effected when the Goods are off-loaded from
the
delivery vehicle.
6.2. Dates quoted for delivery are approximate only. Time for delivery shall
not be of the
essence. If no dates are specified, delivery shall be within a reasonable period.
6.3. The Seller shall not be liable for any direct, indirect or consequential
loss, costs,
damages, charges or expenses caused directly or indirectly by a delay in delivery,
nor
shall a delay entitle the Buyer to terminate or rescind the Contract unless the
delay
exceeds 60 days.
6.4. If the Buyer fails to take delivery or give the Seller adequate delivery
instructions, the
Seller may, without prejudice to its other rights or remedies, store the Goods
until actual
delivery and charge the Buyer for the costs of storage (including insurance),
or sell
them at the best price readily obtainable and charge the Buyer for any shortfall
below
the price under the Contract.
7. NON-DELIVERY
7.1. The quantity of any consignment as recorded by the Seller upon despatch
shall be
conclusive evidence of the quantity received by the Buyer on delivery, unless
the Buyer
can provide conclusive evidence to the contrary.
7.2. The Seller shall not be liable for non-delivery of Goods unless the Buyer
gives written
notice of non-delivery within 5 days of the date when they should have been received.
7.3. The Seller’s liability for non-delivery in any event shall be limited
to replacing the Goods
within a reasonable time or issuing a credit note against future invoices.
8. RISK AND PROPERTY
8.1. Risk in the Goods shall pass to the Buyer at the time of delivery or, if
the Buyer
wrongfully fails to take delivery, at the time when the Seller has tendered delivery
of the
Goods.
8.2. Title shall pass when the Seller has received in cash or cleared funds payment
in full
for the Goods and for all other sums then due from the Buyer. Until such time,
the
Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and
keep them
separate from other goods and properly stored and insured. If the Buyer fails
to deliver
up the Goods when requested to do so, the Seller may enter any premises of the
Buyer
or a third party to repossess them.
8.3. 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.
8.4. No claim for loss of, or damage to, the Goods in transit will be accepted
unless the
Buyer notifies the Seller in writing within 5 days of delivery of the Goods and
unless
such loss or damage is noted on the delivery note for such Goods.
9. QUALITY
9.1. The Seller warrants that, upon delivery and for a period of 12 months (or
such other
period as set out in the Seller’s product literature), the Goods shall:
9.1.1. be of satisfactory quality within the meaning of the Sale of Goods Act
1979;
9.1.2. be reasonably fit for the purposes described in the Seller’s documentation;
and
9.1.3. be within the tolerances allowed by appropriate BSI standards.
9.2. The Seller’s liability for breach of the warranty in Condition 9.1
shall be limited to
repairing or (at its option) replacing the Goods so that they comply with the
terms of the
warranty set out in Condition 9.1.
9.3. The Seller shall not be liable for a breach of the warranty in Condition
9.1:
9.3.1. for defects arising from fair wear and tear, wilful damage, negligence,
abnormal
conditions, failure to follow instructions, misuse or unauthorised alteration
or repair;
9.3.2. if the total price for the Goods has not been paid by the due date for
payment;
9.3.3. unless the Buyer gives the Seller written notice of the defect within
5 days of the time
when the Buyer discovers, or ought to have discovered it;
9.3.4. unless the Seller is given the opportunity of examining the Goods; or
9.3.5. if the Buyer has breached any of its obligations as set out in the Seller’s
leaflet –
Warranty Guidance Notes.
10. LIABILITY
10.1. Subject to Conditions 2, 6, 7 and 9, the following provisions set out the
entire liability of
the Seller in respect of any breach of these Conditions, any use made, or resale
by, the
Buyer of the Goods, and any representation, statement or tortious act or omission
10.2. All warranties, conditions and other terms implied by statute or common
law (save for
the condition implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest
extent permitted by law, excluded from the Contract.
10.3. Nothing in these Conditions excludes or limits the liability of the Seller
for death or
personal injury caused by the Seller’s negligence; under section 2(3) of
the Consumer
Protection Act 1987; or for fraud or fraudulent misrepresentation.
10.4. Subject to Conditions 9, 10.2 and 10.3:
10.4.1. the Seller’s total liability in connection with the performance
or contemplated
performance of the Contract shall be limited to the Contract price; and
10.4.2. the Seller shall not be liable to the Buyer for any pure economic loss,
loss of profit, loss
of business, depletion of goodwill or otherwise, whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever (howsoever
caused) arising in connection with the performance or contemplated performance
of the
Contract.
11. INSOLVENCY AND BREACH
11.1. If the Buyer (i) calls a meeting of its creditors or makes a voluntary
arrangement with
them; (ii) becomes bankrupt or subject to an administration order; (iii) presents,
or is
subject to, a petition for its winding up; (iv) goes into liquidation (other
than for
amalgamation or reconstruction purposes); (v) has a receiver appointed over the
whole
or any part of its assets; (vi) ceases or threatens to cease to carry on business;
or (vii)
commits an irremediable breach of the Conditions; or
11.2. If the Seller reasonably considers that any of the events in Condition
11.1 is about to
occur, it shall, without prejudice to its other rights or remedies, be entitled
to cancel the
Contract or suspend further deliveries thereunder without incurring any liability
to the
Buyer. If at that time, the Goods have been delivered but not paid for, payment
shall
become immediately due, notwithstanding any arrangements to the contrary.
12. EXPORT TERMS
12.1. If there is any conflict between the provisions of Incoterms and these
Conditions, these
Conditions shall prevail.
12.2. The Buyer shall be responsible for complying with any legislation or regulations
governing the importation of the Goods into the country of destination and for
the
payment of any duties thereon or licences in connection therewith.
12.3. The Goods shall be delivered at the air or sea port of shipment and the
Seller shall be
under no obligation to give notice under section 32(3) of the Sale of Goods Act
1979.
13. FORCE MAJEURE
The Seller reserves the right to defer the date of delivery, cancel the Contract
or reduce
the number of Goods delivered without liability to the Buyer if it is prevented
from or
delayed in the carrying on of its business due to circumstances beyond its reasonable
control, including, without limitation, lock-outs, strikes or labour disputes,
inability or
delay in obtaining supplies provided that, if such event continues uninterrupted
for 90
days, the Buyer shall be entitled to give notice in writing to the Seller to
terminate the
Contract.
14. GENERAL
14.1. These Conditions may only be varied with the prior written agreement of
a director of
the Seller.
14.2. The Contract shall be governed by and interpreted in accordance with English
law and
the Seller and the Buyer both submit to the jurisdiction of courts of England
and Wales.
14.3. The Buyer shall not assign any of its rights without the Seller’s
prior written consent.
The Seller shall be free to assign any of its rights or novate its obligations.
14.4. Nothing in this Agreement shall create any rights for third parties under
the Contracts
(Rights of Third Parties) Act 1999.
14.5. Notices shall be in writing and addressed to a party at its registered
office or principal
place of business or such other notified address.
14.6. A failure by the Seller to act on a breach by the Buyer of the Contract
shall not
constitute a waiver of that breach or any other breach.
14.7. If a Condition is held by a competent authority to be invalid or unenforceable
in whole
or in part but would be valid and enforceable if part of it were deleted, that
Condition
shall be deemed to apply with such modifications as may be necessary to make
it valid
and enforceable, and any such modification shall not affect the validity of any
other
Condition and/or the Contract.
15. INTERPRETATION
In these Conditions:
“Buyer” means the person whose details are set out in the Order;
“Conditions” means these conditions of sale and “Condition” shall
be construed
accordingly;
“Contract” means a contract for the sale and purchase of Goods on
these
Conditions;
“Goods” means the goods whose details are listed overleaf;
“Incoterms” means the International Rules of the International Chamber
of
Commerce as are in force at the date when the Contract is made;
“Order” means the Buyer’s order for the Goods as set out overleaf;
and
“Seller” means NuAire Limited trading as Saver Fans (registered
number 00877308) whose registered office of address is at Western
Industrial Estate, Caerphilly, CF83 1NA. |
