Terms and Conditions
1.1 In these conditions, the following definitions apply.
“Conditions”means these terms and conditions as amended from time to time in accordance with clause 12.9
“Contract” means the Contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions
“Customer”means the person or firm who purchases the Goods and/or Services from the Supplier
“Delivery Location” means the location set out in clause 3.1
“Goods” means the Goods (or any part of them) set out in the order
“Goods Specification” means the specification as described in the Supplier’s catalogue, or as may be modified or agreed by any Goods Specification agreed in writing by the Customer and the Supplier
“Order” means the Customer’s Order for the supply of Goods and/or Services as set out in the Customer’s purchase order form
“Re-stocking Fee” means 40% of the Contract Price
“Services” means the Services supplied by the Supplier to the Customer as agreed in writing by the Customer and the Supplier
“Supplier” means Seatable UK Limited whose registered office is at 21 Nortonthorpe Business Park, Wakefield Road, Scissett, Huddersfield, HD8 9FB
1.2 In these conditions the following shall apply
a) a personal includes a natural person, corporate or incorporated body (whether or not having separate legal personality);
b) any phrase introduced by the terms including, includes, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and upon which date the Contract shall come to existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied upon any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any description of the Goods contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These conditions apply to the Contract to the exclusion of any of the terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from the date of issue.
3. Delivery of Goods
3.1 The Supplier shall either deliver the Goods to the location set out in the Order or such other location as the parties may agree delivery (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready or the Customer shall collect the Goods from the Supplier’s premises or such other location as may be advised by the Supplier before delivery (Delivery Location) within 5 days of the Supplier notifying the Customer that the Goods are ready. Whether the Goods are to be delivered by the Supplier or collected by the Customer shall be agreed at the time of Order.
3.2 Delivery of the Goods shall be completed upon either the Goods arrival at the Delivery Location or the completion of loading of the Goods at the Delivery Location when the Goods are collected by the Customer.
3.3 Any dates quoted for the delivery of the Goods are approximate only and time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event (as detailed in clause 12.1) or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4 If the Customer fails to accept or take delivery of the Goods within 5 days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a force majeure event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods, delivery of the Goods shall be deemed to have been completed at 9.00 am on the seventh day following the day upon which the Supplier notified the Customer that the Goods were ready, and the Supplier shall store the Goods until delivery takes place and shall charge the Customer for all related costs and expenses (including insurance).
3.5 If 14 days after the Supplier notifies the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may re-sell or otherwise dispose of part or all of the Goods and, after deducting the Re-Stocking Fee, reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
3.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in any instalment shall not entitle the Customer to cancel any other instalment.
3.7 Unless otherwise specifically agreed with the Supplier, the performance of the Services and installation of the Goods shall only be to the ground floor of the Delivery Location and strictly subject to adequate access to the same being available. If adequate access (which shall be conclusively determined by the Supplier or it’s agents) is not so available, then the Goods shall be left at a suitable point determined by the Supplier.
3.8 If the Supplier’s performance of the Services is prevented or delayed by any act or omission of the Customer, or the fact that adequate access to the Delivery Location is not available, then the Customer shall indemnify the Supplier in relation to costs relating to any re-scheduled delivery date/s or any additional time incurred by the Supplier as a result of the Customer’s actions.
4. Quality of Goods
4.1 The Supplier warrants that upon delivery and for a period of 7 years from the date of delivery (Warranty Period), the Goods shall
a) conform in all material respects with their description and the Goods Specification;
b) be free from material defects and design, material and workmanship;
c) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
d) be fit for any purpose held out by the Supplier.
The Customer is asked to note that if any of the events detailed in clause 4.3 should occur then this Warranty shall be void.
4.2 Subject to clause 4.3, if;
a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1;
b) the Supplier is given a reasonable opportunity of examining such Goods; and
c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 and the warranty shall be void if;
a) the Customer makes the further use of such Goods after giving a notice in accordance with clause 4.2;
b) the defect arises because the Customer fails to follow the Supplier’s oral or written instructions as to the installation, commissioning, use or maintenance of the Goods;
c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
d) the Customer alters or repairs such Goods without the written consent of the Supplier;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions or use.
The Supplier’s determination as to whether any of these events has occurred shall be final.
4.4 Certain Goods may be subject to an extended warranty over the Warranty Period detailed in clause 4. In such event, the Customer shall be notified at the time of invoice. For the avoidance of doubt, the remainder of the provisions of this entire section 4 shall apply to those Goods during any additional Warranty Period that may apply.
4.5 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
4.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.2.
5. Title and Risk
5.1 The risk in the Goods shall pass to the Customer upon completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full.
5.3 Until title to the Goods has passed to the Customer, the Customer shall;
a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
b) store the Goods separately from all other Goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10;
f) given the Supplier such information relating to the Goods as the Supplier may require from time to time.
But the Customer may resell or use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10, or the Supplier reasonably believes that any such event is about to happen, and notifies the Customer accordingly then, provided the Goods have not been resold, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods, and, if the Customer fails to do so promptly, enter any premises of the Customer or any third party where the Goods are stored in order to recover the Goods.
5.5 In the event that the Customer shall resell the Goods in the ordinary course of its business, any monies received and the proceeds of sale, or disposal, shall be held on trust by the Customer for the Supplier. The Customer shall keep such money received in a separate account so as to be identifiable as being the Supplier’s money, and, without prejudice to the foregoing, shall not pay the proceeds into any bank account which is, or is likely to become, overdrawn.
5.6 The Supplier shall be entitled to maintain an action for the price of the Goods notwithstanding that legal title to the same shall not have passed to the Customer.
6. Supply of Services
6.1 The Supplier shall provide the Services to the Customer.
6.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7. Customer’s Obligations
7.1 The Customer shall ensure that the terms of the Order and the Goods Specification are complete and accurate. The Customer shall notify the Supplier of any discrepancy within 24 hours of the Commencement Date.
7.2 The Customer shall cooperate with the Supplier in all matters relating to the Services.
7.3 The Customer shall prepare the Customer’s premises for the supply of the Services, including ensuring that all areas are cleared to enable delivery to be effected, preparing the area for installation, and ensure that adequate access is available for delivery.
7.4 The Customer shall inspect the Goods and / or Services within 24 hours of delivery and / or completion of the Services and notify the Supplier of any shortage, fault, or damage. The Customer shall in such circumstances allow the Supplier to inspect the same. In such instances, the Supplier shall at its option repair or replace the defective Goods or refund the price of the Contract in full. The provisions detailed in clause 4.3 shall apply and the Supplier shall not be liable if any of the same shall apply.
8. Charges and Payment
8.1 The price for the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published pricelist as at the date of delivery.
8.2 The price and charges for the Services shall be at the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published pricelist as at the date of delivery.
8.3 The Supplier shall invoice the Customer on or at any time after completion of delivery and/or of the Services.
8.4 The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of invoice. Time for payment shall be of the essence of the Contract.
8.5 All amounts paid by the Customer in the Contract are exclusive amounts in respect of value added tax. Where any taxable Supplier for VAT purposes is made under the Contract by the Supplier to the Customer the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
8.6 Without limiting any other right or remedy of the Supplier, if the Customer fails to make payment due to the Supplier under the Contract by the due date for payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 3% per annum above the Bank of England base rate accruing on a daily basis until the date of actual payment of the overdue amount, whether before or after Judgement.
8.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
9. Limitation of Liability
9.1 Nothing in these conditions shall limit or exclude the Suppliers liability for:
i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
ii) fraud or fraudulent misrepresentation;
iii) breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (Title and Quiet Possession);
iv) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (Title and Quiet Possession); or
v) defective products under the Consumer Protection Act 1987.
9.2 Subject to clause 9.1;
a) the Supplier shall under no circumstances whatsoever be liable to the Customer, 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
b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall under no circumstances exceed the relevant contract.
10.1 The Supplier may terminate the Contract with the Customer in the event that;
a) the Customer suspends, or threatens to suspend, payment of its debt, or is unable to pay its debts as they fall due, or admits inability to pay its debts or, being a company, is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or having no reasonable prospects of so doing, in either case, within the meaning of Section 268 of the Insolvency Act 1986 or, being a partnership, has a partner to whom any of the foregoing applies;
b) the Customer commences negotiations with all or any class of its creditors with a view to re-scheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
c) a petition is filed, notice is given, resolution is passed, or an order is made for or in connection with the winding-up of the Customer;
d) the Customer, being an individual, is the subject of a bankruptcy petition or order;
e) an application is made to Court, or an Order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given;
f) the Customer suspends, threatens to suspend, ceases or threatens to carry on all or substantially the whole of its business.
11. Consequences of Termination
11.1 On termination of the Contract for any reason the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.2 On termination of the Contract for any reason clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 For the purposes of this Contract, a Force Majeure Event means an event beyond the reasonable control of the Supplier including, but not limited to, strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.
12.3 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
12.4 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.5 A waiver of any right under the Contract 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 preclude or restrict its further exercise.
12.6 If a Court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.7 Any invalid, unenforceable or illegal provision of the Contract will be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.8 A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.9 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
12.10 The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Courts in England and Wales.
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