1. DEFINITIONS
“Company” means Simmonsigns Limited.
“Customer” means the person who buys or agrees to buy the Goods or Services from the Company or whose order for the Goods is accepted by the Company.
“Goods” means the goods which the Company is to supply in accordance with these Conditions.
“Conditions” means the terms and conditions of sale set out in this document and any special Terms and Conditions agreed in writing by the Company.
“Price” means the price for the Goods excluding carriage, packing, insurance and Value Added Tax.
“Delivery Date” means the date specified by the Company when the Goods are to be delivered.
“Special Order” means an order by a customer of Goods of non-standard material, design, colour or finish.
“Writing” means telex, cable, facsimile transmission and comparable means of communication.
“In Writing” shall mean written agreement or confirmation signed by a Director of the Company.
2. CONDITIONS
2.1 The Conditions apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document, unless accepted in writing.
2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions and shall be subject to acceptance by the Company.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom the Company’s published export price list shall apply. All prices quoted are valid for 30 days only, or until earlier acceptance by the Customer, after which time the Company without giving notice to the Customer may alter them.
3.2 The Customer shall pay the Price and VAT as directed by the Company by the last day of the month following the month of invoice.
3.3 If the Customer fails to make any payment by the due date then without prejudice to any of the Company’s other rights the Company may: –
3.3.1 cancel or suspend deliveries of any Goods due to the Customer
3.3.2 appropriate any payment made by the Company to such of the Goods (or Goods supplied under any other contract between the Company and the Customer) as the Company may think fit and
3.3.3 charge interest on the amount unpaid (both before and after any judgement) at the rate of 2.5% per annum above Lloyds Bank plc’s base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
4. THE GOODS
4.1 The quantity, quality and description of and any specification of the Goods shall be those set out in the Company’s quotation. All quotations made, and the price or product list provided by the Company, shall be invitations to treat only.
4.2 The Company may from time to time make changes in the specifications of the Goods which are required to comply with any applicable statutory or European Union requirements or which do not materially affect their quality or performance without notification to the Customer.
4.3 Where any specification or design has been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of any such specification or design for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
5. CLAIMS FOR DEFECTS, DAMAGE, LOSS OR NON-DELIVERY
5.1 The Customer shall inspect the Goods on delivery and shall within 7 days of delivery notify the Company in writing of any alleged defect in material or workmanship, shortage in quantity, damage or failure to comply with description or specification and in such circumstances the Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Customer fails to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Customer shall be deemed to have accepted the Goods.
5.2 The Customer shall notify the Company of any non-delivery of a whole or part of a consignment of Goods within 7 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Company of any such notice a clear signature on a carriers delivery advice sheet shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet intact and in good condition.
5.3 If the Goods are not in accordance with the contract the Company shall at its discretion replace the Goods (or the part in question) free of charge or refund to the Customer the Price (or a proportionate part of the Price) but the Company shall have no further liability to the Customer.
5.4 The Company’s liability to the Customer whether for any breach of contract or otherwise, shall not exceed the Price and the Company shall not be liable for any direct or indirect loss and/or expense suffered by the Customer which arises out of or in connection with the supply of the Goods or their use or resale by the Customer.
5.5 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 Company or affect the statutory rights of a buyer dealing as consumer.
6. CANCELLATION
Once an Order has been placed by the Customer if the Customer seeks to cancel any such Order the Company reserves the right to charge the Customer up to 100% of the quoted price for the cancellation of any special order proportional with the materials purchased and the volume of work done to the point of cancellation, or up to 15% of the invoice price if the Customer seeks to cancel an Order for standard Company products.
7. DISCOUNTS
The Company will allow no discounts unless specifically agreed to in writing.
8. DELIVERY
8.1 Delivery of the Goods shall be made by the Customer collecting them at the Company’s premises at any time after the Customer has been notified by the Company that they are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
8.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any loss or damage due to the Company’s failure or delay in delivering the Goods (or any part of them).
8.3 If the Customer fails to take delivery of the Goods or to give adequate delivery instructions at the time stated for delivery (unless attributable to circumstances beyond the Customers reasonable control or by reason of the Company’s fault) then the Company may (without affecting its other rights or remedies): –
8.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance); or
8.3.2 sell the Goods at the best price readily obtainable and (after deducting reasonable storage and selling expenses) account to the Customer for the excess over the Price or charge the Customer for any shortfall below the Price.
9. RISK AND TITLE
The Customers acknowledges that before entering the contract for the purchase of the Goods from the Company, it has expressly represented and warranted to the Company that it is not insolvent and has not committed any act of Bankruptcy or being a Company with limited or unlimited liability, there are no circumstances which would entitle any debenture holder or secured creditor to appoint a Receiver or entitle any person to petition for the winding up of the Customer or exercise any other right over and against the Customer or its assets.
Risk in the Goods shall pass to the Customer:
9.1 Where the goods are to be delivered to the Customer’s premises or, when the Company notifies the Customer that they are ready for collection and the Customer should insure the goods accordingly. In the event of any loss or damage to the goods prior to the Company receiving payment in full for the goods or in respect of any sums owned by the Customer to the Company, the Customer shall hold the proceeds of any such insurance on behalf of the Company as Trustee.
9.2 Notwithstanding the delivery and passing of risk in the goods, the legal and beneficial property and title in the goods shall remain in the Company and shall not pass to the Customer until:
9.2.1 The Customer has paid the Price plus VAT in full; and
9.2.2 No other sums whatever are due from the Customer to the Company.
9.3 So long as the property in the goods remains vested in the Company the Customer shall keep the goods as the Company’s fiduciary agent and bailee and insofar as may be possible store them in such a way that they are identifiable as the property of the Company and separate from all other goods in the Customer’s possession.
9.4 If any goods to which these conditions apply are sold by the Customer to a bona fide Purchaser for value, then title to those goods shall pass to the Person buying from the Customer only when the monies due from that Person have been paid to the Customer, in all other cases, title to the goods shall remain with the Company. This provision should also apply to any further Persons who may in turn purchase the Goods.
9.5 The Company shall have the right to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed to the Customer
9.6 Until the property in the Goods passes to the Customer the Company shall have the right to require the Customer to deliver up such of the Goods to the Company as have not ceased to exist or have not been resold. If the Customer fails to do so the Company may enter upon any premises owned or occupied by the Customer where the Goods are stored and repossess the Goods.
9.7 The Customer shall not pledge or in any way charge by way of security any of the Goods which are the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall forthwith become due and payable.
10. FORCE MAJEURE
The Company shall not be liable for any default due to any Act of God, explosion, flood, tempest, fire or accident, strike, lockout, industrial action or trade disputes, terrorist action or other event beyond the reasonable control of either party.
11. NOTICES
Any notice by either party to the other shall be in writing addressed to the other party at its registered office or principal place of business or such other address as either party may at the relevant time notify the other.
12. SEVERANCE
Any provisions of the Conditions which is or may be void or unenforceable in whole or in part shall not affect the validity or enforceability of the remaining provisions.
13. LAW
These conditions shall be construed according to English Law and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.