TERMS & CONDITIONS
BUSINESS TO BUSINESS – TERMS AND CONDITIONSFOR SALE OF GOODS
1. Definitions
Seller [Access Panel Shop Limited of Unit 6, Pool Road Business Centre, Nuneaton CV10 9AQ
Buyer the
person who buys or agrees to buy the goods from the Seller.
Conditions the terms and conditions of sale as set
out in this document and any special terms and conditions agreed in writing by
the Seller.
Goods the items which the Buyer agrees to buy
from the Seller as set out in the Schedule.
Price the price for the Goods, excluding VAT
and any carriage, packaging and insurance costs.
2. Conditions
2.1 These
Conditions shall form the basis of the contract between the Seller and the Buyer
in relation to the sale of Goods, to the exclusion of all other terms and
conditions including the Buyer’s standard conditions of purchase or any other
conditions which the Buyer may purport to apply under any purchase order or
confirmation of order or any other document.
2.2 All
orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods
from the Seller pursuant to these Conditions.
2.3 Acceptance
of delivery of the Goods shall be deemed to be conclusive evidence of the
Buyer’s acceptance of these Conditions.
3. Price
The Price shall be the price quoted on our conformation order
4. Payment
and Interest
4.1 Payment
of the Price and VAT shall be due within 30 days of the date of our
invoice.
4.2 Interest
on overdue invoices shall accrue from the date when payment becomes due
calculated on a daily basis until the date of payment at the rate of 8% per
annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as
before any judgment
4.3 The
Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim
against invoices submitted by the Seller.
5. Goods
5.1 The
Goods are described in the Schedule.
5.2 We reserves the right to amend or change
the specification of the Goods if required by any applicable statutory or
regulatory requirements.
6. Warranties
6.1 conform
with their description
6.2 be
fit for any purpose held out by the Seller.
7. Delivery
of the Goods
7.1 Delivery
of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements
necessary to take delivery of the Goods on the day notified by the Seller for
delivery.
7.2 The
Seller undertakes to use its reasonable endeavours to despatch the Goods on an
agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence
of the contract.
7.3 The
Seller shall not be liable to the Buyer for any loss or damage whether arising
directly or indirectly from the late delivery or short delivery of the
Goods. If short delivery does take
place, the Buyer may not reject the Goods but shall accept the Goods delivered
as part performance of the contract, and a pro-rata adjustment to the Price
shall be made.
7.4 If
the Buyer fails to take delivery of the Goods on the agreed delivery date or,
if no specific delivery date has been agreed, when the Goods are ready for
despatch, the Seller shall be entitled to store and insure the Goods and to
charge the Buyer the reasonable costs of so doing.
8. Acceptance
of the Goods
8.1 The
Buyer shall be deemed to have accepted the Goods 2 days after delivery to the
Buyer.
8.2 The
Buyer shall carry out a thorough inspection of the Goods within 3 days and give
notice in writing to the seller after discovering that some or all of the goods
do not comply with the Warranty above, the Buyer must return the Goods to the
Seller at the Buyer’s cost and the Seller shall, at its option, repair or
replace any Goods that are defective, or refund the price of such defective
Goods.
8.3 Where
the Buyer has accepted, or has been deemed to have accepted, the Goods the
Buyer shall not be entitled to reject Goods which are not in accordance with
the contract.
9. Title
and risk
9.1 Risk shall pass on delivery
of the Goods to the Buyer’s address.
9.2 Notwithstanding
the earlier passing of risk, title in the Goods shall remain with the Seller
and shall not pass to the Buyer until the amount due under the invoice for them
(including interest and costs) has been paid in full.
9.3 Until
title passes the Buyer shall hold the Goods as bailee for the Seller and shall
store or mark them so that they can at all times be identified as the property
of the Seller.
9.4 The Seller may at any time
before title passes and without any liability to the Buyer:
9.4.1 repossess
and dismantle and use or sell all or any of the Goods and by doing so terminate
the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for
that purpose (or determining what if any Goods are held by the Buyer and
inspecting them) enter any premises of or occupied by the Buyer.
The
Seller may maintain an action for the price of any Goods notwithstanding that
title in them has not passed to the Buyer.
10. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE
10.1 Nothing
in these Conditions shall limit or exclude the Seller’s liability for:
10.1.1 death or
personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the
terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet
possession); or
10.1.4 defective products under the Consumer Protection
Act 1987.
10.1.5 any matter in
respect of which it would be unlawful for the Contractor to exclude or restrict
liability.
10.2 Subject
to clause 10.1:
10.2.1 the Seller
shall under no circumstances whatever be liable to the Buyer, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, for any
loss of profit, or any indirect or consequential loss arising under or in
connection with the Contract; and
11. Notices/Communications
11.1 Any notice or other communication given to
a party under or in connection with this agreement shall be in writing,
addressed to that party at its registered office or such other address as that
party may have specified to the other party in writing in accordance with this
clause, and shall be delivered personally, or sent by pre-paid first class post
or other next working day delivery service, commercial courier, or e-mail.
11.2 A notice or other communication shall be
deemed to have been received: if delivered personally, when left at the address
stated in this Agreement or to such other address (being in Great Britain) as
the addressee may from time to time have notified for the purpose of this
Clause; if sent by pre-paid first class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting; if delivered by
commercial courier, on the date and at the time that the courier’s delivery
receipt is signed; or, if sent by ore-mail, one Business Day after
transmission.
11.3 The provisions of this clause shall not
apply to the service of any proceedings or other documents in any legal action.
12. Entire
Agreement
12.1 This agreement constitutes the entire
agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject
matter.
12.2 Each party agrees that it shall have no
remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this
agreement.
13. Force
Majeure
13.1 If either party to this Agreement is
prevented or delayed in the performance of any of its respective obligations
under this Agreement by “force majeure”, then such party shall be excused the
performance for so long as such cause of prevention or delay shall continue;
13.2 For the purpose of this Agreement ‘force
majeure’ shall be deemed to be any cause affecting the performance of this
Agreement arising from or attributable to acts, events, omissions or accidents
beyond the reasonable control of such party and inter alia including, but not
limited to the following:
13.2.1 Strikes, lockouts or other
industrial action;
13.2.2 Terrorism, civil commotion,
riot, invasion, war threat or preparation for war;
13.2.3 Fire, explosion, storm, flood, earthquake, subsidence,
epidemic, pandemic, bad weather or other natural physical disaster;
13.2.4 Impossibility of the use of railways,
shipping, aircraft, motor transport or other means of public or private
transport; and
13.2.5 Political interference with
the normal operations.
14. Survival
of Causes of Action
The termination of this Agreement howsoever occurring shall
not affect the rights and liabilities of the parties already accrued at such
time nor affect the continuance in force of such of its provisions as are
expressed as or capable of having effect after such termination.
15. Severability
If any provision of this Agreement is held invalid, illegal or
unenforceable for any reason by any Court of competent jurisdiction, such
provision shall be severed and the remainder of the provisions of this
Agreement shall continue in full force and effect as if this Agreement had been
executed with the illegal or unenforceable provision eliminated.
16. Waiver
A waiver of any
right under the Contract or law is only effective if it is in writing and shall
not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising
any right or remedy under the Contract or by law shall constitute a waiver of
that or any other right or remedy, nor prevent or restrict its further exercise
of that or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that or any
other right or remedy.
17. Variation
17.1 No variation of this Agreement shall be
effective unless it is in writing and signed by both parties (or their
authorised representatives).
17.2 The Contracts (Rights of Third Parties)
Act 1999 shall not apply to this Agreement.
18. Law and Jurisdiction
18.1 This Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of England and Wales.
18.2 Each party irrevocably agrees that the
courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with this Agreement or its
subject matter or formation (including non-contractual disputes or claim