CONDITIONS OF SALE
In these conditions the following words shall have the following meanings:
“Buyer” means the person or company who accepts a quotation of the Seller for the Goods or whose order for the Goods is acceptable by the Seller,
“Conditions” means the conditions of sale set out below.
“Contract” means the contract for the purchase and sale of the Goods.
“Delivery” means the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller then by the Seller delivering the Goods to that place.
“Goods” means the goods which the Seller is to supply
“Order” means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation or overleaf, as the case may be.
“Seller” means Ablebox Ltd”
- These Conditions shall govern the Contract to the exclusion of any other terms and conditions. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
- The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted by the Seller when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence. No Order which has been accepted by the Seller can be cancelled by the Buyer except with the agreement in writing of the Seller.
- A quotation for the Goods given by the Seller shall not constitute an offer. Any quotation given may be amended by the Seller if not accepted by the Buyer within 30 days or where either; (a) the work is not completed within two months of the quotation, the delay being attributable to the Buyer; or (b) costs are altered by changes in taxation and/or transportation and materials being changed outside the control of the Seller. Quotations are subject to withdrawal at any time before receipt of an unqualified order from the Buyer which is accepted by the Seller.
- The price of the Goods shall be the price set in the Order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery. The Seller may, by giving notice to the Buyer at any time before Delivery, increase the price of the Goods to reflect any increase in the costs of the Goods that is due to: any factor beyond the Supplier’s control (including foreign exchange fluctuations, increase in taxes and duties, and increases in labour, materials and other manufacturing costs); any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- The price of the Goods is exclusive of amounts in respect of value added tax (VAT. The Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
- The Seller shall invoice the Buyer for the price of the Goods on or at any time after Delivery. If the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take Delivery of the Goods then the Seller shall be entitled to invoice the Buyer for the price at any time after either; (a) the Seller has notified the Buyer that the Goods are ready for collection; or (b) the Seller has tendered delivery of the Goods.
- The Buyer shall pay the price of the Goods within one month of Delivery notwithstanding that property in the Goods has not passed to the Buyer. The time for payment of the price of the Goods shall be of the essence of the Contract. If the Buyer fails to make any payment on the due date then (in addition to any other right or remedy available to the Seller) the Seller shall be entitled to; (a) cancel any other contract or suspend any further deliveries to the Buyer; and (b) charge interest on the outstanding amount daily at the rate of 5% per annum above Barclays Bank Plc base rate from time to time; and (c) any outstanding invoices on any other contract (whether one month has elapsed or not from Delivery) shall become immediately payable and interest shall run (at the above rate) notwithstanding that the month has not yet elapsed.
- Time for Delivery shall not be of the essence. Any dates for Delivery of the Goods are approximate only and the Seller shall not be liable for any reasonable delay in Delivery. Quantities delivered are subject to a fluctuation of 10% from that ordered due to the manufacturing process. The Buyer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of the Goods ordered, but a pro rata adjustment shall be made to the Order invoice.
- The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
- If the Buyer fails to take Delivery of the Goods or fails to take or to give the Seller adequate delivery instructions at the time stated for Delivery then (in addition to any right or remedy available to the Seller) the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and invoice that cost together with the cost of the Goods themselves.
- Risk of loss or damage in the case of the Goods to be delivered at the Sellers premises shall pass to the Buyer at the time when the Seller notifies the Buyer that the Goods are available for collection or where they are to be stored on behalf of the Buyer. In the case of the Goods to be delivered otherwise that the Sellers premises then risk of loss or damage shall pass at the time the Goods are dispatched from the Sellers premises.
- The property (including the legal beneficial and equitable title) in the Goods shall not pass to the Buyer notwithstanding Delivery and the passing of risk until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
- Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Sellers agent. The Seller shall be entitled at any time before title passes to repossess the Goods and the Buyer authorises the Seller to enter any premises of the Buyer for that purpose.
- The Seller shall be entitled to maintain an action for the price of any invoice notwithstanding that title has not passed to the Buyer.
- The Seller shall not be liable where; (a) error is due to inaccurate or imprecise instructions by the Buyer; or (b) any late delivery has been caused by an inability of the Seller to procure materials or articles required for the performance of the Contract; or (c) where the Seller has not been notified within 7 days after the delivery of defects which would be revealed by normal examination. If the Buyer notifies the Seller of a defect within 7 days of Delivery, the Seller shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full.
- At the sole discretion of the Seller materials of not less strength than those ordered may be substituted for quoted materials. The Buyer shall not be entitled to reject the Goods or cancel the Contract if materials are substituted in accordance with this clause.
- The Seller warrants that on Delivery, the Goods shall conform with their description and be free from material defects in design, material and workmanship. The Seller shall not be liable for Goods’ failure to comply with the warranty set out in this clause 17 if: the Buyer makes any further use of such Goods after notice has been given in accordance with clause 15; the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practise regarding the same; the Buyer alters or repairs such Goods without the written consent of the Seller; the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or the Goods differ from their description as a result of changes made to ensure they comply with applicable or regulatory requirements.
- Except as provided in clauses 15, 16 and 17, the Seller shall have no liability to the Buyer in respect of the Goods failure to comply with the warranty set out in clause 17. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Sellers obligations in relation to the Goods if the delay or failure was due to any cause beyond the Sellers reasonable control.
- Subject to clause 17, the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
- If (a) the Buyer make a voluntary arrangement with it’s creditors or becomes subject to an administration order or (being an individuals or firm) become bankrupt or (being a company) goes into liquidation (other than for the purpose of amalgamation or reconstruction); or (b) a receiver is appointed of any of the property or assets of the Buyer; or (c) the Seller reasonably apprehends that any of the events mentioned is about to occur then in addition to any other right or remedy the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract, without incurring any liability to the Buyer, and all outstanding sums in respect of the Goods delivered to the Buyer shall become due immediately. Termination of the Contract, howsoever arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- A person who is not a party to the Contract shall not have any rights to enforce its terms. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
- The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
- Data Protection Act 1998 ( For the attention of Sole traders and Partnerships only)
- We may transfer information about to our financiers who:
- a )may use, analyse and assess information about you, including the nature of your transactions, and exchange such information with other members of their group of
- companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with us;
- b) from time to time, may make searches of your record at credit reference agencies where your record with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches;
- c) may give information about you and your indebtedness to the following,
- our or their insurers for underwriting and claims purposes;
- any guarantor or indemnifier of your or our obligations to enable them to assess such obligations;
- their bankers or any advisers acting on their behalf;
- any business to whom your indebtedness or our arrangements with our financiers may be transferred – to facilitate such transfer
- d) may monitor and/or record any phone calls you may have with them, for training and/or security purposes
- e) in the event that they transfer all or any of their rights and obligations under their agreement with us to a third party. May transfer information about you to enable the third party to enforce their rights or comply with the obligations.
- We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the credit agencies and other third parties referred to above from whom they obtain and to whom they may give information about you. You also have the right to receive a copy of certain information they hold about you if you apply to them in writing. However a fee will be payable.