Terms
Terms & Conditions
Severn Compliance Terms & Conditions
Definitions
1.1 ” The Company ” means Severn Compliance
1.2 “The Conditions” means the standard terms of sale set out in this
document and (unless the context requires otherwise) includes special terms
agreed in writing between the buyer and the company.
1.3 “The Buyer” means any person, firm or company to whom goods are supplied
by the company.
1.4 “The Goods” means goods, materials and accessories supplied by the
company to the buyer.
1.5 “The Contract” means any agreement for the sale of any purchase of goods
by the buyer.
1.6 “Writing” and any similar expression include facsimile transmission and
comparable means of transmission, but not electronic mail.
2. Existence of contract
2.1 Any written quotation or estimate issued by the company shall constitute
an invitation to treat. No binding contract shall be created by placing the
order by the Buyer, unless and until the company has A, Agreed to the
dimension and specification of a purpose made product. B, The Company has
dispatched the goods (Standard products). These conditions shall apply to
all contracts to the exclusion of all other terms and conditions including
any terms or conditions which the buyer may purport to apply under any
purchase order or similar document. All orders for goods shall be deemed to
be by an offer by the buyer to purchase goods pursuant to these conditions.
Acceptance of delivery of the goods shall be deemed conclusive evidence of
the buyer’s acceptance of these conditions and the goods.
2.2 No particulars contained in any advertising matter, catalogues or other
publications supplied by the company (including references to weights,
dimensions, or performance therein), nor any verbal representation by any
employee or agent of the company shall form part of the contract nor shall
they be treated as constituting a representation on the part of the company,
but nothing in these conditions affects the liability of either party for
fraudulent misrepresentation.
3. Amendments and cancellation
3.1 No amendments to these conditions shall be binding on the company unless
accepted in writing by a Director of the company.
3.2 The contract may not be cancelled by the buyer except with written
consent of the company.
3.3 In respect to the purpose made products produced by or for the company
the contract cannot be cancelled.
4. Minimum Order Values
Where the buyer orders less than the minimum order value as notified from
time to time by the company the company will apply minimum order surcharge
to what the company sees fit to be suitable to the goods/quantity ordered.
5. Prices
All prices are exclusive of VAT or any other sales tax and subject to
variation by the company without notice, and goods will be invoiced at
prices ruling at the date of dispatch from the company’s premises.
6. Settlement Terms
Unless otherwise agreed in writing by a director of the company the price of
the goods shall be paid Nett in cash or cleared funds at the point of order.
7. Terms of despatch and delivery
7.1 Goods will be supplied and delivery of the goods shall take place at the
buyer’s premises or delivery site as indicated in the buyers order.
7.2 Times or dates quoted by the company for delivery of goods are intended
as estimates only and time is not of the essence or the contract.
7.3 The company shall not be liable in any way for any direct or indirect
loss, damage or expenses (including but not limited to loss of profits and
liability to third parties) suffered or incurred by the buyer as a
consequence of any delay in delivery.
7.4 The company reserves the right to deliver the goods by installments in
any sequence. Where goods are delivered in installments the contract shall
become severable and each installment shall be deemed to be a separate
contract (this does not apply to purpose made products). No default or
failure by the company in respect to one or any more installments shall
entitle the buyer to treat the contract as repudiated or to damages.
8. Force Majeure
The company shall not be liable for failure to deliver the goods for any
reason whatsoever outside the reasonable control of the company including,
without limitation to the generality of the forgoing, Industrial action,
war, storm, fire, explosion, flood, governmental action or regulation, act
of God, riots, strikes, lock-outs or non-availability of stocks or
materials. Any such failure shall not affect the obligation of the buyer to
pay for the goods already ordered to a purpose made specification.
9. Property and Risk
9.1 Risk or loss of or damage to the goods shall pass onto the buyer on
delivery.
9.2 Property and ownership in the goods shall, notwithstanding delivery of
the goods to the buyer, not pass from the company until (a) the buyer shall
have paid the company in full there for pursuant of these conditions and (b)
no other sums are outstanding from the buyer to the company on any account
whatever whether or not such sums have become due for payment.
9.3 The buyer shall, while property in the goods remains with the company
pursuant to this condition 9, hold the goods on a fiduciary basis only and
as bailee only for the company the buyer shall store the goods without
charge to the company separately from its own goods or those of any other
person in good condition and marked in such a way that they are left clearly
identifiable as the property of the company and shall insure the goods to
there full value against “all risks” but the buyer may re-sell goods in the
ordinary course of its business.
9.4 In the event that the company is entitled to exercise any of its rights
under condition 12, the buyer shall immediately place any of the goods the
property and ownership in which remains vested in the company in its
possession or under its control at the disposal of the company and the
company shall (without prejudice to any of its other rights and remedies)
have the right to re-possess, re-sell and use such goods and may by itself,
its servants or agents enter upon any land or building, vehicle or vessel or
other place upon or in which such goods are reasonably thought to be
situated for the purpose of removing any such goods.
10 Claims for Defects, Damage, Loss or Non-Delivery
10.1 The buyer shall inspect the goods on delivery and shall within 24 hours
notify the company of any alleged defect, shortage in quantity, damage or
failure to comply with the description of the sample. In relation to any
defect that is not apparent on reasonable inspection, the buyer shall notify
the company of the defect within a reasonable time after discovery of the
defect. The buyer shall give the company an opportunity to inspect such
goods at the buyer’s premises or delivery site within a reasonable time
following such notice and before any use is made of them. All bespoke
items manufactured are with a tolerance of + or -minus 3mm.
10.2 The buyer shall notify the company of any non-delivery of a whole
consignment within 5 days of the date of despatch was notified from the
company unless a longer delivery time was stated at the time of despatch.
10.3 If the buyer shall fail to comply with the forgoing, the goods shall be
conclusively presumed to be in accordance with the contract and free from
any defect or damage which would be apparent on a reasonable examination of
the goods and the buyer shall be deemed to have accepted the goods. If the
buyer establishes to the company’s reasonable satisfaction that the goods
are not in accordance with the contract or are defective, the buyers sole
remedy shall be limited, as the company may elect, to making good any
shortage, to repairing or replacing such goods free of charge or refunding
all, or part of, the contract price against return of the goods.
10.4 The company’s liability to the buyer whether for any breach of the
contract or otherwise shall not in any event exceed the contract price and
the company shall be under no liability for any special consequential or
indirect loss or damage suffered (including but not limited to loss and
profits) or liability to third parties, by the buyer.
10.5 The company shall be under no liability in respect of any defect in the
goods:
10.51 if the price for the goods has not been paid in full
10.52 in respect of any defect arising from fair wear and tear, wilful
damage, negligence, abnormal working conditions, failure to follow
installation instructions, installation methods not approved by the company,
misuse or alteration or repair of the goods without approval of the company
in writing.
10.6 Subject to the provisions of this condition 10, all warranties and
conditions whether implied or otherwise are hereby excluded PROVIDED THAT
nothing herein shall restrict or exclude liability for death or personal
injury caused by the negligence of the company or affect the statutory right
of a buyer dealing as a consumer (as defined in section 12 of the unfair
contract terms act 1977)
11. Compliance with Statute
The buyer shall be responsible for ensuring that its use of the goods
complies with all and any relevant statutes, statutory instruments and
regulations having the force of law and any relevant British Standards and
shall fully indemnify the company and keep it indemnified against all costs,
claims, demands, expenses and liabilities suffered or incurred by the
company as a result of any non-compliance by the buyer.
12. Default by the Buyer
If the buyer fails to make payment for the goods in accordance with
condition 6 or otherwise commits a breach of the contract, or if the buyer
offers to make any arrangements with its creditors or commits an act of
bankruptcy or if any petition of bankruptcy be presented against the buyer
or the buyer is unable to pay its debt as they fall due or if being a
limited company any resolution or petition to wind up the buyer (other than
for the purpose of amalgamation or reconstruction without insolvency) shall
be passed or presented or if a receiver, administration, administrative
receiver or manager shall be appointed over the whole or any part of the
buyers business or notice of intention to appoint an administrator is given
by the buyer or its directors or by qualifying floating charge holder or if
any distress or execution shall be levied upon any of the buyers goods or a
secured lender to the buyer takes any steps to obtain possession of the
property on which it is secured or otherwise to enforce its security all
sums outstanding in respect of goods shall become payable immediately. The
company may in its absolute discretion and without prejudice to any other
rights which it may have :- (a) suspend all future deliveries of goods to
the buyer and/or terminate the contract without liability on its part;
and/or (b) exercise any of its right to condition 9.
and if the price for any goods delivered but not paid for shall become
immediately due and payable notwithstanding any previous agreement to the
contrary.
13. Intellectual Property Rights
13.1 No right or licence is granted under the contract to the buyer under
any patent, trade- mark, copyright, registered design or other intellectual
property right except the right to resell the goods.
13.2 If the goods are manufactured by the company or supplied by the company
in accordance with designs, specifications or other requirements expressly
by the buyer, the buyer warrants to the company that the manufacture or
supply of such goods by the company does not infringe the rights of any
third party, howsoever arising, and agrees to indemnify the company full
against any liability which may arise in respect of such infringement.
14. Set-off and counterclaim
The buyer shall not be entitled to withhold payment of any invoice by reason
or any right of set off or counterclaim which the buyer may have or allege
to have or for any other reason whatsoever.
15. Notices
Any notice required to be served pursuant to these conditions shall be in
writing and served by first class post or facsimile or by hand on the
company at 6 Coalport Close, Broseley, Shropshire, TF12 5BF. A properly
addressed notice sent by first class post shall be deemed to have been served 2 days after the date of its despatch.
Any notice given by facsimile shall be deemed to have been served twenty
four hours after despatch, in proving service by facsimile, it shall be sufficient
to show that the facsimile was despatched to the correct facsimile number.
16. Servance
Any provision or term of these conditions which is or may be void or
unenforceable shall be to the extent of such invalidity or unenforceability
be deemed severable and shall not affect any other provision hereof.
17. Waiver
No waiver or forbearance by the company, whether expressed or implied, in
enforcing any of its rights shall prejudice its right to do so in the
future.
18. Assignment
The buyer may not assign, subcontract or in any way dispose of its right or
obligations under the contract without the prior written consent of the
Company.
19. Law and Jurisdiction
These conditions and the contract shall be governed in all respects by the
laws of England and any dispute hereunder shall be subject to the exclusive
jurisdiction of the English courts.
20. Third Party Rights
A person who is not a party to these conditions has no rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit
of any of these conditions.
21. Defects
Defects must be notified of prior to the items being cut or fitted in any
way. The buyer must write on the delivery note or refuse the goods at the
time of delivery any damage to the packaging and inspect these goods
immediately, otherwise if any of the damage or defects on the goods is
deemed to be damage caused by force or impact the damage on the goods will
be classed as willful damage as the goods are inspected for this in
packaging. All transport costs are to be paid by the buyer.
22. Returns policy
The company cannot refund or take return of any Purpose-made product if the
product is manufactured to the quality it is intended to be by the company
and the dimensions are as agreed to that prior to the manufacture, if the
goods are not to the correct specification the company has the right to
replace the goods offer a discount on the goods acceptable to the company or
to credit the value of the goods. Purpose made products are still
manufactured using standard details these details cannot be changed by the
buyer only by written confirmation of these changes by the company prior to
manufacture.
In respect to standard goods that the buyer as left over in respect to the
volume of their original order, the buyer must return the goods to the
company in their original packaging and in a condition suitable for resale,
these goods are subject to a restocking charge of 25%.The company limits the
return or these goods to a time of 28 days from the date of dispatch from
the company.
The company does not offer a refund policy relating to the return of goods
where the customer has changed their mind about wanting the goods (please
visit the trading standards web site in respect of this statement).
As the goods sold by the company are targeted mainly to the trade the buyer
is asked take great care to order the correct goods.
