Terms & Conditions - Sensio
SENSIO LTD TERMS AND CONDITIONS OF SALE
a) The “Seller” means SENSIO LTD
b) The “Buyer” means the person who buys or agrees to buy the goods from the Seller.
c) The “Goods” means all the items which the Buyer agrees to buy from the Seller.
Orders are only accepted subject to Trading Term & Conditions (“the Terms”) set out below and the Seller shall not be bound by any other terms, written ,verbal or implied or which are conditions customary in the trade and whether contained in customers order forms or not. The Terms shall apply unless expressly varied by the Seller in writing. The Buyer shall be deemed to have accepted these Terms upon receipt of confirmation from SENSIO LTD that the order for Goods has been processed.
3. Payment Terms and Cancellation
a) The Buyer shall pay the invoice for the Goods in full and in cleared funds within 30 business days. Payment shall be made to the bank account nominated in writing by SENSIO LTD. Time of payment is of the essence.
b) The Buyer is not entitled to any refund should it cancel its order of the Goods after receipt of confirmation from SENSIO LTD that the order for the Goods has been processed. Should the Buyer cancel its order with the Seller for the Goods at any time then it shall remain fully liable to make payment to the Seller for the full amount stated on the invoice for the Goods, together with any costs and interest which may be applicable from time to time.
c)The Seller has the right to discontinue delivery without notice if the Buyer defaults payment or if the circumstances warrant such discontinuance. The Seller also has the right to refuse credit terms to a Buyer for any reason. Pro-forma orders will only be delivered when the Seller has received payments in full, including confirmed clearance of any cheque.
d) If the Buyer fails to make any payment due to the Seller under the Terms by the due date for payment (“Due Date”), then the Buyer shall pay interest on the overdue amount at the rate of 8% per annum above Barclays Bank PLC's base lending rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
e)The Buyer shall pay all amounts due under the Terms in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
4. Prices and Placing Orders
Whilst every endeavour will be made to deliver at the prices quoted, the Seller reserves the right to invoice at the price ruling at the date of delivery. All prices are subject to VAT at the rate prevailing at the date of the invoice. When placing an order the customer must use the product codes supplied. The Seller will not be held responsible for the wrong goods being dispatched if incorrect product codes or descriptions were used.
5. Risk and Delivery
a) Goods are delivered to the Buyer when the Seller makes them available to the Buyer (or any agent of the buyer) at the Seller’s premises or any other delivery point agreed by the Seller. Risk in the Goods passes on when they are delivered to the Buyer.
b) The Seller shall not be liable for any penalty, loss, injury, damage or failure in delivery from any cause at all , nor shall any such delay or failure entitle the Buyer to refuse to accept any delivery or to repudiate the contract
c) Any dates quoted by the Seller for delivery of the goods are approximate only and shall not form part of the contract. The Buyer acknowledges that in the performance expected of the Seller no regard has been paid to any quoted delivery dates.
A charge of £7.50 for carriage and handling will be added to all invoices on orders of under £100.00 ex VAT for deliveries within the United Kingdom mainland only. Channel Islands, Isle of Man, Scottish Highlands and Eire will incur a separate delivery charge, charged upon the weight of the total order.
6.1 Small Order Charge
A charge of £4.50 will be added to all invoices on orders of under £50.00 ex VAT. Carriage will also apply.
7. Claims and Damages
Claims must be notified in writing within five working days of receipt, otherwise responsibility cannot be accepted. The Seller’s liability shall be limited to at the Seller’s option, replacing the goods or refunding the price of the goods. Under no circumstances shall the liability of the Seller exceed the price of the goods. Replacements for damaged goods will be charged and credit issued on the return of the damaged goods to the Seller in the original package in the same condition as the goods were sent to the customer.
8. Returns and Restocking
When goods are agreed for a return or cancellation the Buyer shall pay a handling or restocking charge to cover administration and inspection charges involved in reprocessing products back to stock. The charge will be subject to variation without notice but is currently 20% of the invoiced value of goods. Specified goods and goods which are not a standard stock line cannot be accepted for return unless otherwise agreed.
9. Retention of Title
a) In spite of delivery having been made, property in the goods shall not pass from the Seller until payment in full by the buyer.
b) Not withstanding delivery, property in the goods shall not pass from the Seller until payment in full of the price of the buyer.
c) Until payment in full for the goods, the Buyer shall hold the goods on a fiduciary basis as bailey for the Seller.
d) Whilst the Buyer has the right to dispose of the goods in the ordinary course of business on a bona fide sale without notice to the customer of the Sellers right hereunder, the entire proceeds of sale or otherwise of the goods shall be held in trust for the Seller until payment in full for the goods.
e) Until payment in full for the goods the Buyer hereby grants to the Seller the right to enter into any premises where the goods are stored in order to re-possess or inspect them.
10. Breach and Insolvency
If the Buyer breaches any condition of this contract or becomes subject to an administration order or becomes bankrupt or has a receiver appointed for or distress is levied on any part of its assets or business or goes into liquidation or makes any compositions with its creditors, the Seller shall be entitled (whether in respect of this contract or any other) to:
a) Withhold any further deliveries to the Buyer and/or cancel the contract without liability;
b) Appropriate any payment made by the Buyer to such of the goods (whether supplied under this contract or any other) as the Seller shall think fit.
c) Immediate payment of all sums whatever owing by the Buyer to the Seller not withstanding any previous agreement to the contrary.
11. Product Information
Although the Seller shall use its best endeavours to ensure that the information contained in the Seller’s catalogue is correct at the time of going to press, the Seller shall not be under any liability for any damage, loss or expense rAn entire agreement clause is intended to dissuade the courts from finding that statements or representations made by the supplier's sales staff or in its sales brochures and catalogues form part of the contract, or constitute a collateral contract and also often expressly attempts to exclude liability for misrepresentation (see Practice note, Supply contracts: overview: Pre-contractual representations). Entire agreement clauses are not always effective (and they are often the subject of litigation), but suppliers should always include the clause.esulting from any error or omission contained in the Seller’s catalogue. Goods supplied may vary in detail from the illustrations, drawings and descriptions (which are approximate and for guidance only) in the Seller’s catalogue as a result of improvements and modifications. Colour finishes will be maintained as accurately as possible, but matching cannot be guaranteed.
12. Force Majeure
The Seller shall not be liable for any default due to any act of god, war, strikes lockouts or other industrial action, difficulties in obtaining labour or parts, government or other restrictions or other events beyond the reasonable control of the Seller.
13. Law and Jurisdiction
All disputes arising out of or in connection with the contract shall be governed by English law and the Buyer accepts the jurisdiction of the courts of England.
14. Specifications, Warranties and Liabilities
14.1 The assessment of the goods suitability, quality and fitness for purpose is the buyers responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued and description and samples given, by SENSIO LTD.
14.2 Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise. For the avoidance of doubt, where the goods comprise internal or external lighting, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified electrician. Where the Buyer carries out or procures installation, SENSIO LTD shall not be liable to the Buyer or any third party for any loss or damage which arises from the installation and/or use of such equipment.
14.3 All sizes, colours, finishes and any other descriptions or specifications published in any brochure, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with its policy of continual development, SENSIO LTD reserves the right to alter such specifications and to supply goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an order, return goods or claim compensation.
14.4 When colours are shown in printed form they have been reproduced as accurately as possible within the limits of the printing process. Wherever possible the Buyer should provide colour swatches or paint references at time of enquiry.
14.5 The Seller does not give warranties on “lamps” or “bulbs” sold individually or complete with any fitting.
14.6 Nothing in these Terms shall limit or exclude the Seller’s liability for any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
14.7 The Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Terms.
14.8 The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Terms by the Seller shall not exceed 75% of the price of the Goods.
15. Intellectual property
All intellectual property rights in relation to the goods and the services, SENSIO LTD designs product shots, photography, data sheets, packaging, and literature shall remain the property of SENSIO LTD and no license (except as to the use for which their goods or services are supplied) shall be implied.
15.2 The Buyer or his agents shall not at any time alter or deface the SENSIO LTD name, logo or trademark or juxtapose them with any other mark likely to cause confusion.
16. Suspension and Termination
16.1.1 The Buyer exceeds any credit limit; or
16.1.2 The Buyer commits a material breach of the contract or any other contract with SENSIO LTD; or
16.1.3 If any event conferring a right of termination under 15 above shall have occurred. Then in any such cases SENSIO LTD shall be entitled (without prejudice to any other of its rights hereunder) to suspend further performance of the contract for such reasonable time as SENSIO LTD shall deem fit and for this purpose to stop any goods in transit to the Buyer or in the course of installation.
16.2 SENSIO LTD may, by notice to the buyer, terminate supply if the Buyer commits a material breach of the contract or any other contract with SENSIO LTD (such breach, if capable of remedy, not having been remedied within seven days of notice to do so) or any judgment against the Buyer is unsatisfied for 14 days or (being an individual) the Buyer dies or commits any act of bankruptcy) or (being a corporation) enters liquidation or receivership, or ceases or threatens to cease to carry on business or SENSIO LTD reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly or any event analogous to any of the foregoing shall happen in any jurisdiction and any such termination shall be without prejudice to the buyers obligations and SENSIO LTD rights under the contract.
17. Entire Agreement
The Terms constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Terms. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Terms or any other contract between the Seller and the Buyer for the sale of the Goods.