- DEFINITIONS
In these Conditions:
1.1 the “Company” means Steve Wood Services Ltd. and associated companies
accepting an order placed by the Buyer or which issues a tender or a quotation.
1.2 the “Buyer” means the person, firm, company or entity placing an order on the
Company;
1.3 the “Goods” means the goods to be supplied by the Company to the Buyer.
- QUOTATIONS AND TENDERS
All quotations and tenders by the Company are subject to acceptance within 28 days.
The Company reserves the right to withdraw a quotation or tender at any time before it
has been accepted by the Buyer.
- No variation or alteration to these Conditions shall be valid unless agreed in writing by
a duly authorised representative of the Company.
- DESPATCH AND DELIVERY
4.1 Any period or date for despatch or delivery which has been quoted by the Company is
an estimate only and time for delivery shall not be of the essence unless expressly agreed in
writing by an authorised representative of the Company. The Company shall not be liable for any loss,
damage, or expense arising from any delay in despatch or delivery of the Goods, howsoever caused,
whether or not such delay is due to the Company’s negligence or breach of contract.
4.2 If any such delay continues for more than 60 days, either the Company or the Buyer may, by written
notice to the other, cancel the order. The Buyer’s sole remedy for any delay in delivery shall be the
right to cancel the order in accordance with this clause. Under no circumstances shall the Company
be liable for any loss of profit or loss of business arising from late delivery, whether or not the Buyer
cancels the order after the 60 day period.
4.2 Delivery of the Goods shall be deemed to have taken place upon delivery to the
Buyer’s premises or, as the case may be, to the Buyer’s carrier or an independent
carrier or upon collection from the Company’s premises.
4.3 All Goods are sent carriage paid by goods train, normal road transport, or by the
Company’s own vehicles if within the radius of their operations, unless otherwise
agreed. However, carriage will be charged on all orders under £100 in value. Where
the Buyer requests delivery by express transport a carriage charge equal to the
difference between such transport costs and normal delivery costs will be made to
the Buyer.
- OVERS AND SHORTAGES
The Company will use all reasonable endeavours to deliver the correct quantity of Goods
ordered but the Buyer shall not be entitled to reject any delivery which is less than, or
exceeds, the quantity ordered by less than 10%
- PACKING AND STORAGE
6.1 All packing is free unless otherwise stated. Containers for which a separate charge
is made may, by prior arrangement, be returned (carriage paid and in good condition)
for credit.
6.2 The Buyer shall store all Goods supplied by the Company in accordance with any
conditions recommended by the Company as appropriate.
- PRICE AND PAYMENT
7.1 The Company reserves the right to increase the price of any Goods ordered on
giving to the Buyer notice of such increase at any time before the Goods have been
despatched and such increased prices shall apply to the Goods ordered unless,
within seven days from the date of such notice, the Buyer notifies the Company in
writing that such increased price is not acceptable, in which case the order, so far
as it relates to such goods and remains to be performed by the Company, shall be
cancelled.
7.2 An additional charge may be made for orders for special products or materials not
appearing in the Company’s standard range of products, or when delivery
instructions involve additional costs resulting from overtime working or other special
factors.
7.3 Unless otherwise quoted, all terms are strictly net and payment must be made in
the calendar month beginning next after the date of invoice. If any payment for
Goods is not made when due the Company shall be entitled (without prejudice to
any other rights or remedies) either to suspend all further deliveries until such
payments have been made, to cancel any balance of the order, to require immediate
payment for all deliveries of Goods which have already been made under any
contract with the Buyer and, in any case, to charge interest at the rate per annum of
2% above HSBC Bank plc’s base rate from time to time or £20.00 per month,
whichever is the greater, from the due date for payment until the actual date of
payment.
7.4 In the event of the Company instituting legal proceedings for the recovery from the
Buyer of any outstanding sums due to the Company for Goods supplied the Company
shall be entitled to recover all costs incurred thereby including legal fees on an
indemnity basis.
7.5 Where chargeable the following shall be added to all amounts payable by the Buyer
unless otherwise expressly agreed in writing:
– value added tax
– excise duty on solvents when supplied to a non-registered buyer if applicable
- WARRANTIES AND LIABILITIES
8.1 The Company warrants that if a) the Goods are defective in materials or workmanship
or b) are not fit for the purpose for which they will be used insofar only as that
purpose, and the conditions under which they are to be used and any materials to
which they are to be applied, are made known to the Company prior to the coming
into existence of the contract for the supply of the Goods and are approved by the
Company in writing, then in either such case, and as the Buyer’s sole remedy in
respect of breach of warranty, the Company will free of charge repair or, at its option,
replace any such Goods which are returned to it by the Buyer.
8.2 All other warranties, conditions and terms implied by statute, common law, trade
usage or otherwise in relation to the supply of the Goods are hereby excluded.
8.3 The Buyer acknowledges that it has not entered into the contract to acquire the
Goods in reliance upon any representations not contained in the quotation or tender
or in the Company’s published literature.
8.4 The Company shall not in any event be liable for any indirect, unforeseeable or
consequential loss or damage whether caused by breach of contract, negligence
or otherwise.
8.5 Nothing in these Conditions shall limit the Company’s liability for any death or
personal injury proved to have been caused by its negligence nor shall have the
effect of excluding or limiting liability under the Consumer Protection Act 1987 to a
person who has suffered damage caused by a defective product, or to a dependent
or relative of such a person.
8.6 The Company’s liability for any direct loss or damage, whether caused by breach
of contract, negligence or otherwise, shall, in any event, be limited to the amount
paid to it for the Goods.
.
8.7 Upon delivery, the Buyer shall inspect the Goods within 7 days. Within the 7 days, the Buyer
must notify the Company in writing of any damage or defect, specifying the nature and extent
of the issue and must provide supporting evidence. If the Buyer fails to provide such notice within
7 days, the Goods shall be deemed to have been accepted by the Buyer, and the Company
shall have no liability for any such damage or defect thereafter, except as expressly provided
in these Conditions.
8.8 After acceptance, the Buyer shall not be allowed to reject the Goods or claim for any defect
except as provided under the express warranty in clause 8.1. The Buyer’s right to reject or claim
for defective Goods shall not apply where any defect arises as a result of the Buyer’s negligence,
including but not limited to improper storage, exposure to heat, pressure, dust, or any other
conditions contrary to the Company’s instructions. For the avoidance of doubt, the Company
shall have no liability for any loss or damage to the Goods where such loss or damage is attributable
to the Buyer’s failure to store the Goods appropriately following delivery.
8.9 The Buyer shall indemnify the Company against all claims, actions, costs, loss,
damages or expenses or other matters arising out of or in connection with the
Goods or the use of them except to the extent of the Company’s responsibilities set
out in Clause 8 above.
- TITLE AND RISK OF LOSS
9.1 The Company shall retain title to the Goods until it has received payment in full of
all sums due in connection with the supply of all goods and services to the Buyer at
any time. For these purposes the Company has only received a payment when the
amount of that payment is irrevocably credited to its bank account.
9.2 If any item of goods owned by the Company is attached to, mixed with, or
incorporated into other goods not owned by the Company, and is not identifiable or
separable from the resulting composite or mixed goods title to the resulting
composite or mixed goods shall vest in the Company and shall be retained by the
Company for as long as and on the same terms as those on which it would have
retained title to the Goods in question.
9.3 The Buyer shall store goods owned by the Company in such a way that they are
clearly identifiable as the Company’s property, shall maintain records of such goods
identifying them as the Company’s property, of the persons to whom it sells or
disposes of such goods, and of the payments made by such persons for such goods.
It will allow the Company to inspect these records and the goods themselves on
request. All Goods supplied by the Company in the Buyer’s possession shall be
presumed to belong to the Company (unless the Buyer can prove otherwise).
9.4 The Company shall be entitled to trace the proceeds of sale and any insurance
proceeds received in respect of goods owned by the Company. Such proceeds
shall be paid into a separate bank account and shall be held by the Buyer on trust
for the Company.
9.5 If the Buyer fails to make any payment to the Company when
due, enters into bankruptcy, liquidation or a composition with its creditors, has a
receiver or manager appointed over all or part of its assets, or becomes insolvent,
or if the Company has reasonable cause to believe that any of these events is likely
to occur, the Company shall have the right, without prejudice to any other remedies:
9.5.1 to enter without prior notice any premises where goods owned by it may be,
and to repossess and dispose of any goods owned by it so as to discharge any
sums owed to it by the Buyer; RVLB!
9.5.2 to require the Buyer not to result or part with
possession of any goods owned by the Company until the Buyer has paid in full all sums
owed by it to the Company;
9.5.3 to withhold delivery of any undelivered Goods and stop any Goods in transit.
Unless the Company expressly elects otherwise any contract between it and the
Buyer for the supply of Goods shall remain in existence notwithstanding any
exercise by the Company of its rights under this clause.
9.6 The risk of loss or damage to the Goods shall pass to the Buyer upon delivery or
deemed delivery.
- FORCE MAJEURE
If either party is impeded or prevented from carrying out any of its obligations under the
contract for the supply of the Goods due to any circumstances beyond its reasonable
control including without limitation, act of Government, interruption of power supplies,
failure of sources of supply, interference by a third party, industrial dispute or natural
disaster (“circumstance of force majeure”) the party affected shall be excused performance
of such obligation for so long as and to the extent that the prevention or impediment lasts.
- SEVERANCE
11.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable,
it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
11.2 If any provision or part-provision of this agreement is deemed deleted under Clause 11.1, the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the
intended commercial result of the original provision
- 12. LAW AND JURISDICTION
The construction, validity and performance of the contract for the supply of the Goods is
governed by the laws of England and the parties accept the jurisdiction of the English
courts.
- ENTIRE AGREEMENT
13.1 This agreement constitutes the entire agreement between the parties.
13.2 Each party acknowledges that in entering into this agreement it does not rely on any
statement, representation, assurance or warranty (whether made innocently or negligently)
that is not set out in this agreement. Each party agrees that it has no claim for innocent or
negligent misrepresentation based on any statement in this agreement.
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