TERMS & CONDITIONS OF SALE
1. DEFINITIONS – In these conditions, the “Company” shall mean Summit Stairlifts. The “Purchaser” shall mean the Company or person that places the order with the Company or otherwise agrees to buy the Goods from the Company. The “Goods” shall mean all or any of the Goods or Services which the Company provides at cost and which form the subject matter of the Contract. The “Contract” shall mean the Contract on these Terms and Conditions for the sale of the Goods by the Company to the Purchaser.
2. GENERAL – The acceptance of our Tender includes the acceptance of the following terms and conditions. No terms or conditions stipulated incorporated or referred to by the Purchaser are to annul or vary these terms and conditions unless expressly agreed to by the Company in writing.
3. VALIDITY – Unless previously withdrawn, the Tender is open for acceptance stated therein, or when no period is stated, within 30 days after its date.
4. SPECIFICATION – Any and all specifications, drawings and particulars submitted with the Tender are approximate only and descriptions and illustrations contained in the Company’s catalogues, price lists and other advertisement matter are intended merely to present a general description of the Goods therein and none of these shall form part of the Contract.
5. OVERTIME – Unless specifically mentioned to the contrary, in writing, the Tender is based on the assumption that all work will be carried out in the Company’s ordinary working hours and, if it shall be agreed that overtime be worked, there shall be added to the costs an amount equal to the appropriate costs, overhead charges and profit.
6. DELIVERY AND COMPLETION – Estimated times for delivery and completion shall run from the date of receipt of written order or, if later, from the receipt of any such information, drawings, licences, permits and approvals as may be necessary to enable the work to proceed. The Company will endeavour to meet all required dates but failure to do so will not entitle the Purchaser to claim damages from the Company in respect thereof nor to rescind the Contract. If, due to circumstances outside the control of the Company, the Purchaser cannot accept delivery of Goods upon the agreed delivery date, or is otherwise unable to grant access to the Company to the site, the Company reserves the right to recover any cost incurred and/or to continue to manufacture Goods and deliver them to storage in accordance with clause 8.
7. DELIVERY OF GOODS – Only when specified in the Tender does the offer include delivery to site. In the case of delivery to site, no claim for damage in transit, shortage of delivery or loss of Goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned within 3 days and to the Company within 7 days of receipt of the Goods, followed by a complete claim in writing to the carrier and the Company within 14 days of receipt of Goods, and in the case of loss of Goods, notice in writing is given to the carrier concerned and the Company and a complete claim in writing made within 21 days of the date of consignment. Where Goods are accepted from a carrier without being checked, the delivery book of the carrier concerned must be signed “not examined”.
8. STORAGE – Where the Purchaser is unable to accept delivery of all or any of the Goods within 7 days after notification that they are ready for despatch it shall find and pay for suitable storage, maintenance, insurance and other associated costs. If the Company’s facilities permit it will at the Purchaser’s written request store the Goods at the Purchasers risk and expense.
9. PASSING OF RISK – The Goods or any part thereof shall be at sole risk of the Purchaser from the time that they are delivered, in accordance with the terms of the Contract, whether or not accepted by the Purchaser. Where the Purchaser is unable to accept delivery of all or any part of the Goods, the said risk shall pass to the Purchaser on notification that they are ready for dispatch. Once the risk has been passed to the Purchaser as aforesaid notwithstanding any other provisions herein such risk shall be incapable of being passed back to the Company.
10. TERMS OF PAYMENT – All quotations are strictly net cash unless otherwise stated and are exclusive of Value Added Tax. Unless otherwise agreed, the Purchaser shall pay the company within 30 days of the date of an application for payment, or on Receipt of Bills of Lading where appropriate, in accordance with the following provisions. Interest shall be paid on all overdue amounts from the date payment was due until actually made at the rate of 3% above at the Barclays Bank base rate. Payment, unless otherwise agreed in writing by the Company shall be as follows:
For Goods which are supplied and installed: (i) Payment of 50% of the Contract value shall be made at the time of placing the order. (ii) The final 50% of the Contract value shall be due and payable within 30 days of the goods being installed. In the case of a Contract for more than one item which is not proceeded with simultaneously, the items of payment set out shall apply as though there was a separate Contract in respect of such each item. Should the Purchaser not accept delivery when the Goods are tendered, payment will become due as if delivery had been made. All Goods supplied shall remain the property of the Company until full payment of the Contract price and, in the event of the Purchaser failing to pay, without prejudice to any other equity or at common law, the Company shall be entitled to enter the premises where such Goods may be held and remove the same, whether installed or not.
The Purchaser shall not in any way dispose of Goods supplied by the Company in respect of which payment has not been received in full. Notwithstanding any other provisions of the Contract the Company may at its discretion require payment with order or against pro-forma invoices.
11. PRICE VARIATION – The prices quoted are based on materials and wage rates ruling at the date of the Tender and shall be subject to adjustment in accordance with the Retail Price Index. The proportionate variation in such index between Tender date and despatch date shall be applied as an increase in the Tender price. Alternatively, if the Tender so states, firm prices are quoted on the understanding that completion within the period specified is not prevented by act or omission of the Purchaser, otherwise price variation as aforesaid shall be applied in respect of overrun period. All prices will be subject to further variation in respect of any additional costs by virtue of any statute, regulations or orders issued by any Government Department or other duly constituted authority. Any adjustment required by the price adjustment provision and any variation of charge referred to above may be invoiced immediately the amount thereof has been ascertained and be payable forthwith. The provisions of clause 10 above in respect of interest payable on overdue accounts shall apply to any payments under this clause should they become overdue. The Tender price, where appropriate, allows or the cost of importing materials based upon the rates of exchange, tax or duty, landing charges, dock dues, demurrage, post premiums and custom duties prevailing at the date of Tender. In the event of any adjustment in such rates or costs the Company reserves the right to make an appropriate adjustment to the price.
12. GUARENTEE – The Company guarantees the material and workmanship for a period of one year from the date of delivery, or in the event of installation by the Company for a period of one year after the completion of the installation, on the terms and subject to the conditions in the clause mentioned.
(a) Should any defect in design, workmanship or material become evident within the guarantee period which is not due to ordinary wear and tear or to improper use or care by any party other than the Company or to any other causes beyond the Company’s control, the Company undertakes repair or exchange the defective part with all reasonable despatch. The defective part to be returned to the Company’s works carriage paid by the Purchaser and the repaired or exchanged part to be returned to the Purchaser carriage paid by the Company. (b) The guarantee in this clause shall only apply if arrangements for day-to-day maintenance and adjustments by a competent engineer have been made and carried out. (c) The liability of the Company under this clause shall constitute its sole liability (save in respect of death or personal injury caused by the negligence of the Company) whether in Contract, tort (including negligence) or otherwise in respect of any defects in the Goods and services supplied under the Contract and any warranties or conditions implied by law are hereby expressly excluded. (d) At the end of the guarantee period all further liability of the Company ceases. (e) In the case of good supplied by the Company but not manufactured by the Company, the Company’s liability shall be limited to such a guarantee as the Company receives from the manufactures thereof.
13. GENERAL LIABILITY - Save in respect of death or personal injury caused by the negligence of the Company it shall not, either before or after handing over the Goods to the Purchaser, be liable for any loss and/or damage caused by or arising from the use of any Goods otherwise than in accordance with instructions given by the Company from time to time as to its operation and maintenance, and shall not, in any event, be liable for any loss arising out of any cause beyond its reasonable control. The Purchaser shall not use or permit to be used the whole or any part of the Goods supplied under this Contract before they have been completed, installed, tested and handed over. If such Goods or any part of them are so used the Purchaser shall indemnify the Company against any liability that maybe incurred by the Company to any person whether arising directly or indirectly from its use. Notwithstanding any other provision of the Contract, the Company shall not be liable to the Purchaser by way of indemnity or by reason of any breach of the Contract or of statutory duty by reason of tort (including but not limited to negligence) for any loss of profit or income or for any indirect or consequential damage whatsoever which may be suffered by the Purchaser.
14. INSTALLATION – Any extra cost incurred, due to suspension of work as a result of instructions received from the Purchaser, the lack of such instructions, interruptions, delays, overtime, unusual working hours, and additional work or variations or work for which the Company is not responsible or mistakes or any other causes outside the Company’s control, shall be added to the Contract price and paid by the Purchaser in accordance with clause 10. Any such charges shall be based upon the Company’s normal rates and shall include outworking and lodging allowances where appropriate. The price stated in the Tender is based on the payment of nationally agreed rates for outworking allowances and lodgings. If suitable lodgings are not available at these rates due to circumstances beyond the Company’s control the difference in any cost including any extra fares incurred shall be added to the Contract price and paid by the Purchaser.
15. PREVENTION OR FRUSTRATION – If the Contract becomes impossible of performance or otherwise frustrated the Purchaser shall be liable to pay the Company all costs, expenses, overheads, and any loss of profit which the Company, its suppliers or sub-Contractors have uncured or for which there is liability under the Contract at the time of frustration or impossibility of performance. Any prepayments which may have been made to the Company under this Contract shall be applied towards satisfaction of such sum as may become due to it under foregoing provisions, and the excess (if any) of such pre-payments will be refunded.
16. PATENTS – The purchaser warrants that any design or instruction furnished or given by it shall not be such as will cause the Company to infringe and letter patent, registered design or trademark in the execution of its order.
17. DETERMINATION - The Company shall be entitled to determine its employment under the Contract in circumstances where: (a) The Purchaser is in material or continuing breach of any of its obligations under Contract and fails to remedy such breach within 10 days of receipt of written notification from the Company of such breach, and (b) The Purchaser makes a voluntary agreement with its creditors or becomes to an administration order or goes into liquidation or an encumbrancer takes possession of, or a receiver or manager is appointed over, all or any property of assets of the Purchaser or the Purchaser ceases or threatens to cease to carry on business or the Purchaser generally becomes unable to pay its debts within meaning of Section 1243 of the insolvency Act 1986.
18. LAW APPLICABLE – This Contract shall in all respects be subject to and construed in accordance with English Law.