WORKPLATFORM LTD (“Seller”)
TERMS AND CONDITIONS OF SALE
1. Interpretation. In these terms and conditions the following words shall have the following meanings: ‘Buyer’ means the corporate entity, firm or person who accepts a quotation from the ‘Seller’ (workplatform ltd) for the sale of products or whose order for products is accepted by the Seller. ‘Products’ means the (“Equipment”) or (“Services”) supplied by the Seller to the Buyer in accordance with these Conditions, ‘Conditions means the terms and conditions of sales set out in this document. These conditions cancel and supersede any and all terms of sale pertaining to Equipment and Services (and any supplements thereto) previously issued by the Seller to the Buyer and are subject to change without advance notice. The prices, charges, discounts, terms of sale and other provisions referred to or contained herein shall apply to products (Equipment and Services) sold and delivered to the Buyer and shall remain in effect unless and until superseded in writing by the Seller. Acceptance of an order for Equipment and/or Services by the Seller shall be deemed to constitute a binding agreement between the parties pursuant to the conditions contained herein and the Buyer agrees that the order may not, thereafter be cancelled, countermanded or otherwise changed without the prior written consent of the Seller. No other terms and conditions shall apply, unless expressly agreed in writing by authorised representatives of both Seller and Buyer, whether or not such terms are inconsistent or conflict with or are in addition to the terms and conditions set forth herein. The Sellers acceptance of the Buyers purchase order is conditional upon Buyers acceptance of all the terms and conditions contained in these Conditions. Any communication construed as an offer by the Seller and acceptance thereof is expressly limited to the terms and conditions set forth herein.
2. Description. The description of the Products shall be set out in the Sellers quotation. All drawings, descriptive matter, photographs, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Sellers catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They will not form part of this contract. The buyer must satisfy themselves as to the condition of the Products and the Buyer is welcome to inspect the Products at any time before entering into a contract to buy the goods.
3. Delivery. The Buyer will take delivery of the Products within 7 days of the Seller giving notice that the Products are ready for delivery. Any dates specified by the Seller for delivery of the Products 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. Subject to the other provisions of these Conditions the Seller will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the Sellers negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delays exceed 120 days. If for any reason the whatsoever the Buyer will not accept delivery of any of the Products when they are ready for delivery, or the Seller is unable to deliver the Products on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations. In this event the risk of the Products will pass to the buyer immediately. The Products will be deemed to have been delivered and the Seller may store the Products until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation, storage and insurance) The Buyer will provide at its expense at the delivery point, adequate and appropriate equipment and manual labour for loading/unloading the Products.
4. Non-Delivery. The quantity and or quality of any consignment of Products as recorded by the Seller upon despatch from the Seller’s place of business shall be conclusive evidence of the of the quantity and or quality of the Products received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. The Seller shall not be liable for liable for any non delivery of goods unless written notice is given to the Seller within 7 days of the date when the Products would in the ordinary course of events have been received. Any liability to the Seller for non -delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rate contract rate against and invoice raised for such Products.
5. Risk/Title. Ownership of the Products shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all the sums due to it in respect of the Products. Until ownership of the Products has passed to the Buyer, the Buyer must hold the Products on a fiduciary basis and store the Products (at no cost to the Seller) separately from all other Products of the Buyer or any third party in such a way that they remain readily identifiable as the Sellers property. The Buyer must not destroy, deface or obscure any identifying mark, safety notice or packaging on or relating to the Products. The Buyer must maintain the goods in satisfactory condition and keep them insured on the Sellers behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller. The Buyer will hold the proceeds of the insurance referred to above on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6. Price. The price for the products will be as supplied in writing by the Seller, the price for the Products shall be ex works and specifically exclusive of any value added tax and all costs and charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Products. Unless otherwise agreed in writing between Seller and Buyer, Seller may, in its sole discretion, increase or decrease the price of any Product, as seller deems reasonably necessary, at any time prior to shipment and invoice Buyer for the same.
7. Payment. Without prior written consent of the Seller, payment for the Products will be on a basis of 10% deposit payable at the time the order is placed and the remaining balance prior to delivery. No payment shall have deemed to have been received until the Seller has received cleared funds. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
8. Quality. Where the Seller is not the manufacturer of the Products, the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller. In the absence of specification of sample all goods supplied shall be within the normal limits of industrial quality. The onus is on the Buyer to inspect the Products and to satisfy themselves as to the condition of the Products before entering into a contract to buy the Products. All Products are supplied sold as seen. The company warrants that (subject to the Buyer satisfying the other provisions of these conditions) upon delivery, and for a period of 3 months from the date of delivery the Products will be of satisfactory quality within the meaning of the Sale of Goods Act 1994, be reasonably fit for their purpose and be reasonably fit for any particular purpose for which the Products are being bought but only if the Buyer has made known that purpose to the Seller in writing and the company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller. The Seller shall not be liable for a breach of any of the warranties unless the Buyer gives written notice of the defect to the Seller and (if the defect is as a result of damage in transit) to the carrier, within 2 days of the time when the Buyer discovers or ought to have discovered the defect. The Seller is then given a reasonable opportunity after receiving notice of examining such Products for the examination to take place. Once again the Seller shall not be liable for a breach of any of the warranties if the Buyer makes any further use of such Products after giving notice or the defect arises because the buyer failed to follow the Seller’s oral and written instructions as to the storage, installation, commissioning, use or maintenance of the Products or good trade practice or the Buyer alters or attempts to repair such Products without the written consent of the company. Subject to the conditions being met and if any of the Products do not conform to conform with the warranty offered the Seller shall, at its option repair or such Products (or the defective part) or refund the price of such Products at the pro rata contract rate provided that, if the Seller so requests, the Buyer shall, at the Buyers expense, return the Products or the part of such Product that is defective to the Seller. If the Seller complies with this the Seller shall have no further liability for a breach of any of the standard 1 month warranty offered. Any Products replaced will belong to the Seller.
9. Limitations of Liability. All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from this contract. Nothing in these terms and conditions excludes or limits the liability of the Seller for death or personal injury caused by the Sellers negligence or fraudulent misrepresentation. Subject to this the Sellers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising from connection with the performance or contemplated performance of this Contract shall be limited to the price paid to the Seller under the contract and; the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the Contract.
10. Assignment. The Buyer shall not be entitled to assign the contact or any part of it without the prior written consent of the Seller. The Seller may assign the contract or any part of it to any person, firm or company.
11. Force Majeure. The seller reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of the Products ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond reasonable control of the Seller including, without limitation, acts of god, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock outs, strikes or other labour disputes (whether or not relating to either parties workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the contract.
12. General. Each right or remedy of the Seller under the contract is without prejudice to any other right or remedy of the Seller whether under the contract or not. If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect. Failure or delay by the Seller in enforcing or partially enforcing any provision of the contract will not be construed as a waiver of any of its rights under the contract. Any waiver by the Seller of any breach of, or any default under, any of the provision of the contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract. The parties to this contract do not intend that any term of this contract will be enforceable by virtue of the Contracts (Rights to Third Parties) Act 1999 by any person that is not a party to it. The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13. Insurances and Licences. It is the Buyers sole responsibility to ensure that that they have adequate insurance in place to cover them while they are using the Products. It is also the Buyers sole responsibility to ensure that they comply with the relevant laws in relation to the Products and that they have obtained the necessary licences and that when using the Products they do not break any legal or other obligations.
14. Communications. All communications between the parties about this contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission. All communication to the Seller shall be to its registered office or such changed address as shall be notified to the Buyer by the Seller or in the case the case of communication to the Buyer, to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this contract or such address as shall be notified to the Seller by the Buyer. Communications shall have been deemed to have been received if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays, bank holidays and public holidays) after posting (exclusive of the day of posting). If delivered by hand, on the day of delivery. If sent by facsimile transmission on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day. Communications addressed to the company shall be marked for the attention of The Managing Director.
15. Health and Safety. The Buyer must ensure that all of their operatives, premises and work carried out must comply with the Health and Safety at Work Act in its entirety and must not put the Seller or anyone representing the Seller at Risk.
