1. IN these Conditions the following expressions shall have the following meanings: (1) “the Company” means Sol Distribution Limited and also where the context permits its assigns and any sub-contractor for the said company. (2) “Goods” means the articles or things or any of them described in the contract or any instalment of the same. (3) “the Buyer” means the person, firm or company with whom the contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or company. (4) “Company’s Premises” means the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned means the Company’s premises at Artillery Business Park, Park Hall, Oswestry, Shropshire, SY11 4AD.
THESE Conditions shall be deemed to be incorporated in all contracts of the Company to sell Goods and in the case of any inconsistency with any other letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply in the contract the other Conditions shall continue in full force and effect.
(1) NOTWITHSTANDING that the Company may have given a detailed quotation no order shall be binding on the Company unless and until the Company has accepted such order in writing. (2) The Company’s catalogues, brochures, leaflets, or correspondence are not binding and reasonable variations may be made without notice and Goods so varied shall be accepted as complying with the contract.
(1) THE prices payable for Goods shall unless otherwise stated by the Company in writing and signed on its behalf be the list price of the Company current at the date of despatch and in the case of an order for delivery by instalments the price payable for each instalment shall be the price of the Company current at the date of despatch of such instalment unless otherwise expressly stated to be firm for a period. (2) All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate. (3) Unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
5. ADDITIONAL COSTS
THE Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyer’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants or employees.
THE Buyer shall indemnify the Company against all costs, claims and damages incurred or threatened arising out of any alleged infringements of patents, trade marks, registered designs, design right or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer.
7. TERMS OF PAYMENT
(1) UNLESS otherwise agreed by the Company in writing, payment shall be due upon receipt of the Goods . (2) If the Goods are delivered by instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment upon delivery notwithstanding non-delivery of other instalments or other default on the part of the Company. (3) If pursuant to the contract the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at specified times, a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due and payable forthwith. (4) The price of the Goods shall be due in full to the Company in accordance with the terms of the contract and the Buyer shall not be entitled to exercise any set-off lien or any other similar right or claim. (5) The time of payment shall be of the essence of the contract. (6) In the event of queries arising from invoice details, such details must be notified to the Company in writing within 15 days of invoice date. Failure to comply with this condition will render the invoice payable in full when due. (7) If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend any further deliveries to the Buyer under that or any other contract and/or charge interest at 8% above the current base rate of HSBC Bank on overdue payments of the price of the Goods or any instalments thereof, such interest to run from the due date for payment until payment in full is received whether before or after judgment.
(1) THE period for delivery shall be the period within which the Goods are intended to be despatched from the Company’s Premises and shall be calculated from the time of acceptance by the Company of the Buyer’s order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period. (2) All times or date given for a delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be the essence of the contract nor shall the Company be under any liability for any delay beyond the Company’s control. (3) When the Goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not the Buyer for the purposes of Sections 44, 45 and 46 of the Sale of Goods Act 1979. (4) Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company. (5) No liability for non-delivery loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to delivery Goods). (6) In the event of a valid claim form for non-delivery loss damage or non-compliance with the contract being submitted by the Buyer the Company undertake at its option either re-supply or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss, damage, or non-compliance. (7) If the Buyer shall fail to give notice in accordance with clause 8(6) above, the Goods shall be deemed to be in all respects in accordance with the contract and without prejudice to earlier acceptance by the Buyer it shall be bound to pay for the same accordingly. (8) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, the Company may at its sole discretion without prejudice to its further rights store the Goods at the risk of the Buyer and take any reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof. (9) The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provisions as to instalments in the contract shall be in addition to and not in derogation of this right. (10) Unless otherwise stated prices are exclusive of carriage and insurance to the Buyer’s premises and delivery shall take place at the Company’s premises. (11) In the event of queries arising at the time of delivery such queries must be notified in writing to the company within 15 days of delivery date. Failure to comply with this condition will render the invoice payable in full when due. (12) Please be advised that any items supplied by the Company may be subject to Export Control restrictions.
9. RETURNS & RETURNS PROCESS
Goods supplied in accordance with the contract cannot be returned without the Company’s prior written authorisation which will include the Company issuing the Buyer with a Returns Material Advice (RMA) number. The Company’s returns process is set out as follows: (1) The Buyer must first contact the Company and request a RMA number and provide some initial details as to the reason why Goods need to be returned. (2) The Company will forward an RMA Request Form to the Buyer or the Buyer can download the form from the Company’s website and this form must be fully completed, signed and faxed back to the Company. (3) Providing the competed RMA Request Form has been correctly and fully completed by the Buyer, the Company at its discretion may issue a RMA number in writing. (4) Duly authorised returns shall be sent to the Company’s premises with the RMA number clearly indicated on the accompanying paperwork at the Buyer’s expense no later than 10 working days after the issuing of the RMA number. Goods returned outside the 10 working day period or goods not returned in their original, unmarked packaging (including inner and outer boxes) along with any cables, manuals and other items may be rejected by the Company and may require the RMA process to begin again and may invalidate any warranty arrangements offered on the Goods in question. (5) All advance replacements will be invoiced and if the faulty product is not returned, this invoice will be due for payment.
10. RETENTION OF TITLE
No title in the Goods shall pass from the Company to the Buyer unless and until the Company has received payment in full for the Goods and for any other amounts owing by the Buyer to the Company on any other account whatsoever.
(2) Storage of the Goods
Until payment for the Goods has been made in full, including payment of any interest due, the Buyer shall store the Goods in such a way as to enable them to be identified as the property of the Company and shall hold them as bailee for the Company. The Buyer shall not dispose of or part with possession of the Goods until title has passed, save that the Buyer may sell the Goods in the normal course of business.
The risk in the Goods shall pass to the Buyer when they are despatched from the Company’s premises either for delivery to the Buyer or as a result of collection by the Buyer. The Buyer shall keep the Goods fully insured until title has passed.
(4) Recovery of the Goods
The Company reserves the right to repossess and uplift the Goods and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Company’s employees and agents to enter upon all or any of its vehicles or premises in which the Goods are stored with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Company thereunder or otherwise.
(5) Recovery of proceeds of sale of the Goods in the event of non-payment
If the Buyer re-sells any Goods supplied by the Company, the proceeds of any such re-sale equivalent to all sums owing (“the Proceeds”) shall belong to the Company until payment has been received in full. The Buyer will hold the Proceeds in a fiduciary capacity and keep them in a separate account, to be remitted forthwith to the Company.
(6) Detaching the Goods
In the event that the Goods become attached to any item belonging to the Buyer (“the Buyer’s Product”), and the Goods remain in the opinion of the Company’s employees and/or agents readily detachable from the Buyer’s Product without causing damage to the Buyer’s Product, the Buyer hereby grants an irrevocable right to the Company’s employees and agents to separate and remove the Goods from the Buyer’s Product.
(7) Termination of Buyer’s Rights
The Buyer’s right to possession shall cease forthwith in the following events:
(a) the Buyer has not paid all amounts due to the Company on any account whatsoever;
(b) the Buyer goes into liquidation or is declared bankrupt or makes or attempts to make any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entitle a petition for winding up or a bankruptcy order to be presented;
(c) the Buyer does or fails to do anything which would entitle any person to appoint a receiver to the whole or part of the Buyer’s assets or proposes to present a petition for the administration of the Buyer or a resolution is passed for the winding up of the Buyer;
(d) a judgment against the Buyer remains unsatisfied;
(e) the Buyer is unable to pay a debt to a third party as it falls due and/or is or is deemed to be insolvent;
(f) any distress or execution is levied against any of the Buyer’s assets.
(8) Insuring the Goods
The Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft, and other risk usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.
All mitigation/recovery activities by the Company under the contract between the parties are agreed to be entirely without prejudice to any additional claims it may have against the Buyer for any failure by the Buyer to complete its obligations under the Contract.
(10) Deduction, Set-off or Counterclaim
In the event of any of the occurrences referred to in the sub-clause above entitled “Termination of Buyer’s Rights” arising, all sums due from the Buyer to the Company shall become immediately due and payable without deduction, set-off or counterclaim.
11. CONDITIONS AND WARRANTIES
(1) THE contract shall not constitute a sale by description or sample. (2) Any conditions or warranties (whether express or implied by statute common law or otherwise or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purpose (as made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby excluded to the fullest extent permitted by law.
12. DEFECTIVE GOODS & PRODUCT WARRANTIES
(1) IN substitution for all rights which the Buyer would or might have but for these conditions the Company undertakes in the case of Goods supplied by the Company that if within the period of 30 days from the date of delivery of the Goods by the Company a serious defect in materials or workmanship appears in them it will at its own discretion either credit to the Buyer in full the price paid by the Buyer to the Company for them or repair them or supply a replacement of the Goods free of charge at the place of delivery specified by the Buyer for the original Goods provided that in any case the defective Goods have been accepted and paid for in full. (2) The Company’s obligations contained in the sub-clause 12(1) above are subject to: (a) the Goods having been used in an appropriate manner and or as prescribed in the operating instructions (if any). (b) faulty parts being returned to the Company at the Buyer’s expense if so requested. (c) the Goods not having been modified or repaired otherwise than by the Company or otherwise interfered with. (d) the Buyer making no further use of the Goods which are alleged to be defective after the time when the Buyer discovers or ought to have discovered that they are defective. (3) When the Company’s liability under this Condition 12 can be fulfilled by the supply of a replacement part it will arrange for delivery and undertake liability for loss or damage in transit or otherwise to the same extent as for the Buyer’s original order. Any other costs involved must be borne by the Buyer in order to exercise its right under this Condition 12. The Buyer shall inform the Company within seven days of the date when such defect appeared or ought to reasonably have been discoverable and shall return the defective Goods carriage paid to the Company’s premises. (4) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods. (5) When the Goods are for delivery by instalments, any defects in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof. (6) Without prejudice to ANY OTHER PROVISION OF THE CONDITIONS any 12-month or other warranty provided by the Company in respect of the Goods shall be construed so as to oblige the return of Goods under warranty pursuant to the completion of an RMA Request Form and the following by the Buyer of the Company’s returns process as set out in Clause 9. (7) Nothing herein shall have the effect of excluding or restricting the liability of the Company (i) for death or personal injury resulting from its negligence in so far as the exclusion of the same is prohibited by United Kingdom statute (ii) under the Consumer Protection Act 1980 Part 1. (8) In matters of maintenance and warranties for products offered or supplied, the Company cannot legislate nor be held liable or responsible for the actions of unrelated third parties including the trademark owners.
13. BUYERS DRAWINGS
THE Company shall not be liable for imperfect work caused by any inaccuracies in any drawings, bills of quantities or specifications supplied by the Buyer.
14. CONSEQUENTIAL LOSS
THE Company shall not be liable to the Buyer by reason of any representation (unless fraudulent) for any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, legal costs, fines, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
15. DEFAULT OR INSOLVENCY OF BUYER
IF the Buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or a receiver, administrative receiver or administrator of the whole or part of such company’s undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other contract between the Company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied.
16. LIMITATION OF LIABILITY
SUBJECT as herein before provide the aggregate liability of the Company here under in contract tort or otherwise shall in no event exceed the purchase price of the Goods.
NO statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally or orally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these conditions.
18. FORCE MAJEURE
THE Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, customs actions, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.
Contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
THE Company may assign the contract with the Buyer or sub-contract the whole or any part thereof to any person firm or company.
THE headings in these Conditions are intended for reference only and shall not affect their construction.
22. PROPER LAW
THE contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Buyer and the Company agrees to submit to the exclusive jurisdiction of the English Courts.
ACCEPTANCE of Goods will be deemed to be acceptance of these terms and conditions.
Sol Distribution Limited
Artillery Business Park
T: +44 (0) 1691 680 830
Company Reg No: 08214757
VAT Number: 227891183
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