1. DEFINITIONS
These terms and conditions of sale shall apply to all orders given to and accepted by Superfine Manufacturing Ltd. In these conditions “the Seller” means Superfine Manufacturing Ltd. “the Buyer” means the Person, firm or company purchasing the Goods. “the Goods” means the goods or materials which are the subject of the contract between the Seller and the Buyer and shall include all product literature, labelling and packaging supplied with the Goods.
2. INCORPORATION OF TERMS AND CONDITIONS OF SALE
These terms and conditions of sale are the only ones to which the contract for the sale or supply of the Goods by the Seller to the Buyer in whatever form made, written and/or oral, is subject. These terms and conditions may not be varied except by the written consent, of a duly authorised representative of the Seller. An acceptance of the Seller’s quotation for the sale or supply of the Goods or of delivery of the Goods implies an unconditional and irrevocable acceptance of these terms and conditions of sale.
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3. PRICES
3.1 An order given by the Buyer is not binding on the Seller until accepted by the Seller in writing or by making delivery or supplying the Goods.
3.2 The Goods will be charged at the price applying at the date of delivery, and will be subject to Value Added Tax. This is irrespective of any quotation given prior to that date, or of any price charged for similar goods previously delivered unless the Sale is specifically stated in writing by the Seller to be at a fixed price or the quotation was in writing and stated to be open for a fixed period and an order was accepted by the Seller within that fixed period.
3.3 All Goods supplied in 1000 litre IBC Tanks will be subject to an initial charge of £120 per Tank, from which a Credit of £80 will be issued on return of the IBC in good and undamaged condition within six months of delivery.
3.4 Prices for products do not include delivery. Delivery charges will be calculated and the Buyer will be advised accordingly. Prices vary depending on size of order.
4. PAYMENT
4.1 Payment is due no later than the last day of the month following the date of the Seller’s invoice to the Buyer, or before delivery if required by the Seller.
4.2 If any payments due to the Seller are not made on or before the due date(s) the Seller reserves the right to suspend any or all deliveries of Goods ordered by the Buyer whether under the same contract or not and/or by notice to the Buyer, to cancel any contract for the sale or supply of Goods to the Buyer without being liable for any loss or damage incurred by the Buyer in consequence.
4.3 The Seller reserves the right to charge to the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 2% per month. Compensation for recovery costs may also be charged.
4.4 Accounts are strictly net and can either be paid by BACS directly into Superfine’s Bank Account or paid by cheque made payable to Superfine Manufacturing Limited. Either way Remittance Advices should be sent either by email to julie@superfine.co.uk or should accompany the cheque in the post. No payment shall be deemed to have been received until the Seller has received cleared funds.
4.5 No allowances will be made at settlements unless previously acknowledged by the Sellers Official Credit Note.
4.6 Under no circumstances shall the Buyer withhold payment of any account due to the Seller because of a disputed claim of any nature whatsoever nor shall the Buyer be entitled to claim a right of set off, claim or counterclaim in respect of any of the Seller’s obligations arising in any way whatsoever.
5. DELIVERY AND RISK
5.1 Unless otherwise agreed by a Senior Company Representative and stated in the Quotation by the Seller to the Buyer, the price quoted does not include delivery. Delivery charges are calculated accordingly depending on the size of the order.
5.2 Any time or date for delivery given by the Seller is given in good faith but is an estimate only and in no circumstances will be deemed to be of the essence of the contract.
5.3 Risk in the goods shall pass to the Buyer upon delivery and the Buyer shall keep the Seller fully indemnified against any loss of or damage to the Goods prior to payment in full being made by the Seller to the Buyer. The Seller should be notified of any defect or missing product in writing within three days of receiving the goods or (where the defect or failure to correspond with specification was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure to correspond with specification. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Seller shall not be entitled to reject the Goods and the Seller shall have no liability whatsoever for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods have been delivered in accordance with the contract.
5.4 Where any valid claim in respect of any of the Goods which is based on defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, issue a credit note to the Buyer for the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer whatsoever.
5.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents or authorisations:
5.5.1 risk in the Goods shall pass to the Buyer
5.5.2 the Goods shall be deemed to have been delivered and
5.5.3 the Seller may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation, storage and insurance)
5.6 Risk of damage to or loss of the Goods shall pass to the Buyer from the time of delivery.
5.7 The Buyer shall insure the Goods from the date of delivery to him until their title has passed to him and the Seller shall be entitled to call for details of the Buyer’s Insurance Policy.
5.8 If the Buyer shall not insure the Goods or shall fail to supply details of its policy on demand to the Seller then the Buyer shall reimburse the Seller for any cost of Insurance which the Seller may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of the Seller’s delivery of the Goods until the date of payment to the Seller of the price.
6. TITLE TO GOODS
6.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
6.2 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.2.1 the Buyer has a bankruptcy or insolvency order of any kind made against him
6.2.3 the Buyer goes into administration or liquidation whether voluntary or compulsory (except solely for the purpose of reorganisation)
7. FORCE MAJEURE
This contract is subject to cancellation by the Seller or to such variations as may be reasonably necessary only by reason of inability to secure labour, materials, transport or supplies or by weather conditions or any Act of God or any other cause whatsoever beyond the control of the Seller.
8. SPECIFICATION
8.1 All Goods supplied by the Seller shall be in accordance with (i)the current issue of the relevant Product Safety Data Sheet (copies of which are available from the Seller on request) and (ii)those further specifications or descriptions (if any) expressly listed or agreed within the Buyer’s order as accepted by the Seller or the Seller’s quotation. No other specification, descriptive material, written or oral representation, correspondence or statement, or promotional sales literature shall form part of or be incorporated by reference into the contract for the sale or supply of the Goods.
8.2 No other warranty or representation is made as to the specification of the Goods supplied or sold.
9. EXTRA CHARGES
If for any reason the Buyer requests the Company to provide Labour or Services outside normal working hours any overtime or other additional expenses occasioned thereby shall be paid by the Buyer unless specifically provided for in the Contract.
10. PATENTS AND TRADEMARKS
No warranty or representation is given by the Seller that the Goods do not infringe any letter patent, trademarks, registered design or other industrial rights.
11. DEFAULT
If the Buyer commits any breach of these conditions or if in the opinion of the Seller, the financial standing of the Buyer becomes unsatisfactory the Seller may, without prejudice to his other rights and remedies, terminate the contract and any other contract between the Buyer and Seller by notice in writing to the Buyer. The Seller shall also be entitled to require immediate payment for all Goods delivered under this and any other contract subsisting between the parties. In the event of termination under the provisions of this sub-paragraph the Seller shall be relieved of all liability under this contract and any other contract terminated but such termination shall be without prejudice to any claim or right the Seller might otherwise have against the Buyer.
We reserve the right to amend these Terms and Conditions at any time.
12. LAW
The construction or validity and performance of these conditions and of this contract shall be governed by the Laws of Scotland.
