Terms and Conditions
SECOND NATURE (UK) LIMITED STANDARD TERMS OF SALE
DEFINITIONS
In these Terms:
"BUYER"
MEANS THE PARTY PLACING THE ORDER WITH THE SELLER;
"CONTRACT"
MEANS ANY CONTRACT BETWEEN THE SELLER AND THE BUYER FOR THE SALE AND PURCHASE OF THE GOODS INCORPORATING THESE TERMS;
"GOODS"
MEANS THE GOODS THE SELLER HAS AGREED TO SUPPLY;
"SELLER"
MEANS SECOND NATURE (UK) LIMITED (COMPANY NO. 3968400) WITH ITS REGISTERED OFFICE SITUATE AT SOULANDS GATE, DACRE, PENRITH, CUMBRIA, CA11 0JF; AND
"TERMS"
MEANS THESE STANDARD TERMS OF SALE.
QUOTATIONS, ORDERS AND TERMS
The Seller accepts orders on these Terms and no others. No change to the Terms is effective unless agreed in writing. These Terms or any acknowledgement of order issued by the Seller contain all of the rights and obligations of the parties. All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues, brochures or other sales literature are issued or published for the sole purpose of giving a general description of the Goods described in them and some of the uses to which they have been applied. They will not form part of this Contract.
No order is binding on the Seller until its written acceptance by the Seller. Any quotation given is not an offer to sell but an invitation to the Buyer to order.
The Buyer is not entitled to assign, transfer, sub-contract or otherwise delegate its rights or obligations under these Terms.
No variation to these Terms shall have effect unless expressly agreed in writing and signed by the Seller.
The Buyer and the Seller do not intend that any of these Terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to a Contract concluded by reference to these terms.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements, or which do not materially affect their quality or performance.
Any statement or information including (without limitation) any specification, application, technical advice or other advice given by the Seller in respect of the Goods prior to, at the time of or after an order has been placed upon the Seller, is given without responsibility and where the Buyer orders Goods for its own use; the Buyer expressly warrants to the Seller that it has taken and relied upon independent professional advice as to the Seller or proceedings in accordance with the same (even if as a matter of fact, it has not taken any such advice or so relied).
PRICE AND PAYMENT
Unless separately agreed , the price for the Goods shall be the Seller's list price at the date of delivery. Delivery charges shall be quoted separately and confirmed on acknowledgement of the order.
The Seller shall invoice the Goods on delivery, save in circumstances where there is no existing business relationship in which event the Seller may invoice the Goods in advance of delivery and require payment of the same prior to delivery.
Save where credit terms have been approved in writing by the Seller, payment of the Seller's invoice is due on delivery of the invoice.
The Buyer may not withhold any payment for any reason and may not withhold or apply any set off or counterclaim no matter how it arises.
The Seller may charge interest on overdue invoices at a rate of 2% above the base rate for the time being of Lloyds TSB PLC, accruing daily.
The Seller may demand immediate payment of all outstanding invoices, whether due or not, if any payment for any order is overdue or if any of the events in paragraph 8.1 of these Terms occurs. The Seller may without further liability to the Buyer also cancel outstanding orders and/or further deliveries.
Time for payment shall be of the essence.
DELIVERY
Dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery, howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing.
If the Seller has not agreed to deliver the Goods to the Buyer, delivery will take place at the Seller's premises upon the Seller sending written notice to the Buyer that the Goods are ready for collection.
If the Buyer fails to take any delivery when the Seller tries to make it or the Buyer does not collect the Goods from the Buyer's premises within 14 days of receipt of notice pursuant to term 4.2, the Seller may:
send an invoice for the Goods; and/or
treat the Buyer's action as repudiating the Contract for those Goods, sell the Goods and charge the Buyer for any loss or expense; and/or
take the Goods back and charge the Buyer for the return transport, the cost of storage and insurance and the cost of trying again to deliver the Goods; and/or
arrange delivery of the Goods to the Buyer at the Buyer's expense and as the Buyer's agent.
The risk of damage or loss of the Goods will pass to the Buyer from the time of delivery.
non-delivery
The quantity of any consignment of Goods as recorded by the Seller upon dispatch from the Seller's premises shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
RETENTION OF TITLE
Ownership of the Goods will not pass to the Buyer until the Seller has received payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until ownership of the Goods passes to the Buyer, the Buyer may use or sell the Goods in the ordinary course of its business. Until the Goods are used or sold, the Buyer must keep them separate from its own property, properly protected, stored and insured and identified as the Seller's property.
Until ownership of the Goods passes to the Buyer and until they are re-sold or cease to exist, the Seller may demand them back. If the Buyer does not give them back, the Seller may go into any place where the Buyer has stored them and take them back.
The Buyer may not pledge or use as security the Goods which remain the property of the Seller. If the Buyer does this then in addition to any other right the Seller has all of the money owed by the Buyer to the Seller will immediately become due.
The Buyer's rights under paragraph 6.1 of these Terms shall terminate upon the occurrence of any of the events stated in paragraph 8.1 of these Terms.
warranties and liability
Subject to the following provisions, the Seller warrants that the Goods will be fit for use in accordance with the Agrément Certificate No. 02/3950 issued by the British Board of Agrément at the time of delivery and will be free from any defect as would to any material extent affect their use as prescribed by the Agrément Certificate No. 02/3950 aforesaid.
The above warranty is given by the Seller subject to the following conditions:-
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligent use, unsuitable environmental conditions or faulty installation;
the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the statutory rights of the Buyer are not affected by these Terms.
A claim by the Buyer which is based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question), free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
Except in respect of death or personal injury caused by the Seller's negligence or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agent or otherwise), including without limitation costs or damage arising from removing Goods from any premises where the same are installed or costs or reinstalling the same, which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods except as expressly provided in these Terms.
INSOLVENCY OR BREACH
If the Buyer commits any breach of any of its obligations to the Seller under these Terms or otherwise, or becomes insolvent, or enters into a voluntary arrangement with its creditors, has a receiver appointed over the whole or any part of its business or assets or is the subject of any administration order or any petition of bankruptcy, liquidation or winding up or passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction) or anything with a similar effect or if in the reasonable opinion of the Seller there are doubts as to the solvency of the Buyer then the Seller may immediately terminate the contract or suspend any further deliveries under the contract without any liability to the Buyer and all money that the Buyer owes to the Seller will immediately become due and payable, notwithstanding any prior agreement or arrangement to the contrary.
FORCE MAJEURE
Where the Seller is prevented from performing its obligations to the Buyer by circumstances beyond its control, the Seller may suspend the contract. If that suspension continues for longer than 90 days, either party may terminate the contract without liability for any loss caused to the other save that the Seller will be entitled to charge the Buyer for the direct cost of any Goods for which there is no readily available market.
GENERAL
Any notice given by either party to the other under these Terms must be in writing and delivered by post, fax or email to the principal place of business of the recipient and will be deemed to be given 2 days after the date it was sent if not acknowledged sooner.
If any of these Terms is found to be invalid, illegal or unenforceable by a Court, the remaining terms will continue in full force and effect.
No waiver by the Seller of any breach of any of these Terms by the Buyer will operate as a waiver of subsequent breach of the same or any other provision.
governing law/jurisdiction
The formation, existence, construction, performance, validity and all aspects of these Terms shall be governed by the laws of England and Wales. The Buyer and the Seller agree to submit any dispute that may arise out of or in connection with the Contract including as to its validity, construction and performance, to the exclusive jurisdiction of the English Court.