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Site Profiles Limited - Terms and conditions of sale.
Interpretation
1.1 In these conditions the following words will have the following meanings:-
1.2 Buyer means the person(s) firm or company who purchase the goods from the seller;
1.3 Conditions means these standard terms and conditions of sale;
1.4 Contract means the contract for the sale and purchase of goods incorporating the conditions;
1.5 Delivery point means the place where the delivery of the goods take place;
1.6 Goods means the goods which the seller is to supply in accordance with these conditions;
1.7 Quotation means the price for the goods to be supplied under the terms of the contract provided by the seller to the buyer;
1.8 Seller means Site Profiles Limited 6 Balmoral Grove, Prenton, Wirral, CH43 9HB;
1.9 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
Basis of Sale
2.1 Each order for the goods by the buyer from the seller shall be deemed to be an offer by the buyer to purchase goods subject to these conditions.
2.2 No order which has been accepted by the seller may be cancelled by the buyer except with the written agreement of the seller and on terms that the buyer shall indemnify the seller in full against all loss (including loss of profit) costs (including the cost of labour and materials used) damages, charges and expenses incurred by the seller as a result of cancellation.
Description
3.1 The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order (including applicable specification) submitted by the buyer and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
Price
4.1 Unless otherwise agreed by the seller in writing the price for the goods shall be the price stated in the seller's quotation.
4.2 The seller reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in cost to the seller which is due to any factor beyond the control of the seller, any change in delivery dates, quantities, design or specifications for the goods which is requested by the buyer, any delay caused by instruction of the buyer or failure of the buyer to give the seller adequate information or instructions.
Payment
5.1 time for payment shall be of the essence - 30 days from date of invoice unless by prior written agreement.
5.2 The buyer shall make all payments due under the contract without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise unless the buyer has a valid court order requiring an amount equal to such deduction to be paid to the buyer.
5.3 Subject to any special terms agreed in writing between the buyer and the seller, the seller shall be entitled to invoice the buyer for the price of the goods on or at any time after delivery of the goods, unless the goods are to be collected by the buyer or the buyer wrongfully fails to take delivery of the goods, in which event the seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or, as in the case may be, the seller has tendered delivery of the goods.
5.4 If the buyer fails to make any payment on the date then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
5.4.1 Suspend all or any further deliveries to the buyer made under the contract.
5.4.2 Charge the buyer interest( both before and after judgement) on the amount unpaid, at the rate of 2per cent per anum above Barclays Bank base rate from the time of accruing daily, until payment in full is made.
Delivery
6.1 Unless otherwise agreed, delivery of the goods shall be made by the seller delivering the goods to the buyers' premises or, if some other place for delivery is agreed by the seller, by the seller delivering the goods to that place.
6.2 Any dates specified by the seller for delivery of the goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time.
6.3 Subject to be other provisions the seller shall not be liable for any loss (including loss of profit) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods, (even if caused by the seller negligence) nor will any delay entitle the buyer to terminate or rescind the contract unless such delay exceeds a reasonable period.
6.4 Where the goods are to be delivered in separate instalments, each delivery shall constitute a separate contract.
6.5 If the seller fails to deliver the goods for any reason other than any cause beyond the sellers reasonable control or the buyers fault, and the seller is accordingly liable to the buyer, the sellers liability shall be limited to the excess, if any, of the cost to the buyer (in the cheapest available market).
6.6 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery, then without prejudice to any other right or remedy available to the seller, the seller may:
6.6.1 Store the goods until actual delivery and charge the buyer for the reasonable cost of storage, including insurance.
6.6.2 Sell the goods at the best price readily obtainable and, after deducting all reasonable storage and selling expenses, account to the buyer for the excess over the price under the contract or charge the buyer for any shortfall below the price under contract.
Risk & Property
7.1 Risk of damage to or loss of the goods shall pass to the buyer:
7.1.1 In the case of the goods being delivered to the buyers' site or premises, at the time when the seller notified the buyer that the goods are available for collection.
7.1.2 Notwithstanding delivery and the passing of risk in the goods, or any provision of these conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared full payment in full of the price of the goods sold or agreed to be sold by the seller to the buyer under any other contract.
7.1.3 Until such time as the property of the goods passes to the buyer, the buyer shall not hold the goods as sellers' agent or bailee, and shall keep the goods separate from those of the buyer and third parties and property stored, protected and insured and identified as the seller's property. Until that time the buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall have a fiduciary duty to the seller to account for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.1.4 Until such time as the property in the goods passes to the buyer the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and if the buyer fails to do so forthwith, to enter upon any premises of the buyer or third party where the goods are stored and repossess the goods and for that purpose the buyer hereby authorises and licences the seller, its officers, employees and agents to enter upon any land or building which the goods are situated to recover the goods.
7.1.5 The buyer shall not be entitled to or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all moneys owing by the buyer to the seller shall, without prejudice to any other right or remedy of the seller, forthwith become due and payable.
Liability
8.1 The seller shall be under no liability in respect of any defect in the goods arising from any drawing design, specification supplied by the buyer.
8.2 The seller shall be under no liability in respect of any defect arising from wear and tear, wilful damage or negligence of the buyer, all delivery damage or shortages must be reported within two days of delivery, after that period claims will not be permitted.
8.3 Title of the goods shall remain with the seller until such time as the goods are paid for in full.