STANDARD TERMS & CONDITIONS OF SALE
1.0 Definitions
1.1 Buyer means the person who buys or agrees to buy the goods from the seller
1.2 Conditions means the Terms & Conditions of sale set out in this document
1.3 Delivery means the date specified by the seller when the goods are to be delivered
1.4 Goods means the articles which the buyer agrees to buy from the seller
1.5 Price means the price for the goods excluding carriage
1.6 Seller means Think H2O
2.0 Conditions Applicable
2.1 These conditions shall apply to all contracts for the sale of goods by the seller to the buyer to the exclusion of all terms and conditions including any terms and conditions which the buyer may purport to apply under any purchase order confirmation of order or similar document
2.2 All orders for the goods shall be deemed to be an offer by the buyer to purchase the goods pursuant to these conditions
2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the buyers acceptance of these conditions
2.4 Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the seller.
3.0 The Price And Payment
3.1 The price shall be the sellers quoted price of the price set out at invoice
3.2 Payment of the price shall be made 30 days from invoice. Time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% above bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4.0 Additional Remedies For Late Payment
If the buyer fails to make any payment on the due date then without prejudice to any of the sellers rights the seller may:
4.1 suspend or cancel deliveries of any goods due to the buyer; and/or
4.2 appropriate any payment made by the buyer to such of the goods (or goods supplied under any other contract with the buyer) as the seller in it’s sole discretion think fit
5.0 Buyers Right Of Set-Off
6.0 Prices are the sellers ex-works prices and where the seller agrees to arrange for the goods to be sent to the buyer shall be responsible for the costs of loading carriage and unloading
7.0 The Goods
7.1 The goods shall be manufactured and supplied in accordance with the description contained in the sellers specifications and manufactured to the same standard as any applicable British Standards
7.2 The seller may from time to time make changes in the specifications of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for the purpose of the goods
8.0 Warranties and Liabilities
All terms, conditions and warranties (whether implied or made expressly) whether by the seller or it’s servants or agents or otherwise (other than those express warranties [if any] set out in the current edition of the sellers specifications) relating to the quantity and/or fitness for the purpose of the goods or any of the goods are excluded.
9.0 Intellectual Property
The specifications and designs of the goods (including design right and other intellectual property in them) shall be the property of the seller. Where any designs or specifications have been supplied by the buyer for manufacture by or to the order of the seller then the buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the goods shall not infringe the rights of any third party.
10.0 Delivery Of The Goods
10.1 Delivery of the goods shall be made to the buyers address on the delivery date. The buyer shall make arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
10.2 The seller shall or may deliver the goods by separate instalments in accordance with the agreed delivery schedule. Each separate instalment shall be invoiced and paid for in accordance with the provisions of this contract of sale.
10.3 The failure of the seller to deliver or the failure of the buyer to pay for any one or more of the said instalments of the goods on the due dates shall not entitle either party to treat this contract as repudiated.
11.0 No Liability For Delay in Delivery
11.1 The seller shall not be liable for any loss or damage whatever due to the failure by the seller to deliver the goods (or any of them) promptly or at all.
11.2 Notwithstanding that the seller may have delayed or failed to deliver the goods (or any of them) promptly the buyer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within one week of the delivery date.
12.0 Acceptance Of The Goods
12.1 The buyer shall be deemed to have accepted goods 7 days after delivery date to the buyer
12.2 After acceptance the buyer shall not be entitled to reject the goods which are not in accordance with the contract.
13.0 Return Of Goods
13.1 No goods delivered to the buyer which are in accordance with the contract will be accepted for return without the prior written approval of the seller on terms to be determined at the absolute discretion of the seller.
13.2 If the seller agrees to accept any such goods for return the buyer shall be liable to pay a handling charge of 20% of the invoice price. Such goods must be returned by the buyer carriage-paid to the seller in their original packaging if any.
13.3 Goods returned without the prior written approval of the seller may at the sellers discretion be returned to the buyer or stored at the buyers cost without prejudice to any rights or remedies the seller may have.
14.0 Retention Of Title
14.1 The goods shall be at the buyers risk as from despatch
14.2 In spite of delivery having been made property of the goods shall not pass to the seller until; 14.2.1 the buyer shall have paid the price, and 14.2.2 no other sums whatever shall be due from the buyer to the seller
14.3 Until property in the goods passes to the buyer in accordance with clause 14.2 the buyer shall hold the goods and each of them on a fiduciary basis as bailee for the seller. The buyer shall store the goods (at no cost to the seller) separately from all other goods in it’s possession and marked in such a way that they are clearly identified as the sellers property.
14.4 Notwithstanding that the goods (or any of them) remain the property of the seller the buyer may sell or use the goods in the Ordinary course of the buyer’s business at the full market value for the account of the seller. Any such sale or dealing shall be a sale or use of the sellers property by the buyer on the buyers own behalf and the buyer shall deal as principal when making such sales or dealings. Until property of the goods passes from the seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the sellers money
14.5 The seller shall be entitled to recover the price notwithstanding that property in any of the goods has not passed from the seller
14.6 Until such time as property in the goods passes from the seller the buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the seller. If the buyer fails to do so the seller may enter upon any premises owned occupied or controlled by the buyer where the goods are situated and repossess the goods. On the making of such request the rights of the buyer under clause 14.4 shall cease.
14.7 The buyer shall not pledge or in any way charge by the way of security for any indebtedness any of the goods which are the property of the seller, without prejudice to the other rights of the seller. If the buyer does so all sums whatever owing by the buyer to the seller shall forthwith become due and repayable.
14.8 The buyer shall insure and keep insured the goods to the full price against ‘all risks’ to the reasonable satisfaction of the seller until the date that the property in the goods passes from the seller, and shall whenever requested by the seller produce a copy of the policy of insurance. Without prejudice to the other rights of the seller, if the buyer fails to do so, all sums whatever owing by the buyer to the seller shall forthwith become due and payable.
14.9 The buyer shall promptly deliver the prescribed particulars of this contract to the registrar in accordance with the companies act 1985 part XII as amended. Without prejudice to the other rights of the seller, if the buyer fails to do so, all sums whatever owing by the buyer to the seller shall forthwith become due and payable.
15.0 Remedies Of Buyer And Seller
15.1 When the buyer rejects any goods then the buyer shall have no further rights whatever in respect of the supply to the buyer of such goods or the failure of the seller to supply goods which conform to the contract of sale.
15.2 Where the buyer accepts or has been deemed to have accepted any goods, then the seller shall have no liability whatever to the buyer in respect to those goods.
15.3 In the event of any breach of this contract by the seller the liability of the seller shall not exceed the price of the goods.
16.0 Claims For Defects Damage, Loss or Non-Delivery
16.1 If the goods are not in accordance with the contract for any reason, the buyers sole remedy shall be limited to the seller making Good any shortage by replacing such goods or if the seller shall elect, by refunding a proportionate part of the price.
16.2 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the seller of affect the statutory rights of a buyer dealing as consumer.
17.0 Proper Law Of Contract
This contract is subject to the law of England and Wales