Terms & Conditions of Sale – ClipperTech Ltd
The attention of the buyers is drawn particularly to the following conditions and he buyers will be deemed to have agreed to accept the goods on these conditions, notwithstanding any conditions printed on the buyers own orders, subsequent delivery schedules, instructions or any other document issued by the buyers in relation to the goods supplied by the sellers/
1.1 Sellers shall mean ClipperTech Limited
1.2 Buyers shall mean the person, firm or company purchasing the goods
1.3 Goods shall mean all items supplied by the seller under this Contract
Prices are in accordance with lists issued from time to time but the sellers reserve the right to invoice at prices ruling at date of dispatch. They will arrange to notify customers of price changes but cannot accept any responsibility should this information fail to arrive through circumstances beyond their control. The price may be subject to any increase that may become necessary by reason of any Government Action or Ministerial Regulations.
3.1 All quotations are given in good faith and are subject to ClipperTech Limited conditions of sale and terms of payment.
3.2 Sellers cannot accept responsibility for errors, incorrect prices, etc. given in their quotation and are not bound to such orders.
Unless previously withdrawn the quotation is open for acceptance in writing for a period of 30 days from the date of quotation after which period is subject to review.
Acceptance of the quotation shall be deemed to include the acceptance of these conditionsof sale and no other terms and conditions shall be of any effect unless the same are expressly confirmed in writing by the seller.
6. TERMS OF PAYMENT
6.1 Payment shall be made within 30 days of the invoice. Where it is agreed in writing between the parties at the time of entering into the contract that payment shall be made in instalments, payment shall be made in the manner specified. In all cases payment in full shall not take place until the final instalment is made.
6.2 Where payment in accordance with 6.1 is not made, interest shall be charged on the outstanding payment at the rate current at the due date and charged by the seller’s bank plus 4% until full payment is made. The seller reserves the right to withhold delivery of any goods if the buyer has an overdue balance with the seller.
6.3 In the event of the buyer failing to make payment in respect of invoices due in terms of these conditions, the company will be entitled to recover from the buyer all expenses relative to the recovering of such outstanding sums. Such expenses to include all fees and relative outlays including those to third party collection agencies.
6.4 Any discounts are on the terms agreed between the parties. Any agreements made with the company must be confirmed in writing on the company’s headed paper.
7. VALUE ADDED TAX
Unless otherwise stated Value Added Tax at the rate ruling at the date of the invoice shall be added to the price.
8.1 Any delivery dates and times quoted are provisional and subject to alterations where delay is caused for any reason beyond the sellers control. The seller cannot accept liability whatsoever for failure to keep the date and times given. In any event the time for delivery shall be extended by a reasonable time if the seller is delayed by industrial dispute or any cause beyond sellers reasonable control.
8.2 Delivery shall take place
8.2.1 at the premises which are defined in the quotation
8.2.2 at the premises of the carrier where at the sellers options they decide to send the goods by such means. Acceptance of the conditions constitute authorisation for the seller to make delivery to a carrier.
8.3 Unless otherwise stated the cost of delivery shall be added to the price with the methods of delivery to be decided between the buyer and the seller.
8.4 The seller shall not be responsible for offloading. The buyer shall provide and operate all necessary unloading facilities.
8.5 The buyer shall accept and unload goods upon arrival. In the event of non acceptance the buyer shall reimburse the seller for all costs thereby incurred.
8.6 At the time of delivery of the goods the buyer or their agent shall sign the carrier’s delivery note on receipt of such goods. If on delivery any or all of the goods are damaged in the reasonable opinion of the buyer subject to 8.5 aforesaid, then the buyer will note the details of the damaged goods on the said delivery note and thereafter it will be responsibility of the buyer to report damaged goods together with a note of the seller’s invoice number to ClipperTech Limited
(i) verbally within 24 hours of signing said delivery note, (ii) in writing within 3 working days of signing said delivery note, declaring that failure to comply with the above conditions with result in the buyer forfeiting all rights in respect of such damaged goods.
Customers must comply with the regulations of British Railways, Road Transport Companies and Post Offices otherwise the seller cannot be held responsible for any loss resulting therefrom.
In the event that any goods ordered and shown on the delivery note not being delivered by the carrier then the buyer must advise the carrier of such deficiency on the said delivery note and thereafter it will be the responsibility of the buyer to formally report details of the missing goods to ClipperTech Limited (i) verbally within 24 hours of signing said delivery note, and (ii) in writing within 3 working days of signing said delivery note. Failure to comply with the above conditions will result in the buyer assuming responsibility for such deficiency.
8.7 The Passing of Property and Risk
The risk shall remain with the seller up to point of delivery. Risk in the goods shall pass to the buyer as follows:
8.7.1 Where the seller delivers to the premises defined in the quotation.
8.7.2 Where in accordance with 8.2.1 delivery is at the premises of the seller, the goods shall be set aside and the buyer notified of the date of collection/delivery. On said date risk in the goods shall pass to the buyer whether or not collection has been made.
8.7.3 Upon delivery by the seller to a carrier in accordance with 8.2.2.
In the absence of written advice from the buyer to the carrier and to the seller within a time limit set forth herein the goods shall have been deemed to have been delivered complete and in a satisfactory condition and accepted by the buyer.
The property and the goods shall not pass to the purchaser until the purchaser has paid the vendor the whole price thereof. If notwithstanding that the property and the goods has not passed to the purchaser the purchaser sells or otherwise disposes of the goods in such manner as to pass to a third party the valid title to the goods of the purchaser shall hold the proceeds of such sale or other disposition on trust for the vendor.
All goods are inspected before dispatch and appropriate test certificate issued.
In the case of food processing and preparation equipment or any part or parts thereof (other than any consumables or wearing parts requiring regular repair or renewal under normal working conditions) such equipment shall be free from any fault or defect arising from defective material or workmanship for a period of 6 calendar months from delivery date thereof (if normally operated by the purchaser for less than 50 hours per week) or of 3 calendar months from such date (if normally operated by the purchaser for less than 50 hours per week). Provided however that such warranty period shall be limited to 3 calendar months in the case of reconditioned equipment. The seller’s liability in respect of any defects of the goods supplied or for any loss, injury or damage attributable thereto is limited to making good by replacement or repair such defects under which proper use and storage excluding fair wear and tear appear therein and arises solely from the sellers or their suppliers faulty design materials, installation or workmanship within such a period as given to the seller by the suppliers. In any event the seller’s liability hereunder should be limited to the price of the faulty goods delivered including the cost of packaging freight and returning to the seller, this undertaking shall exclude and be accepted and in place of any conditions or warranty as to the quality of the goods or their fitness for any particular purpose implied by law and any collateral warranty whenever given unless in writing signed by a duly authorised representative of the seller and expect as provided in this clause as the seller shall not be under any liability in respect of defects of the goods whether arising in contract or otherwise or for any work done or services provided in connection herewith.
During any period of time any goods shall have passed to the buyer but the property of goods remains with the seller, the buyer shall for the seller’s benefit insure those goods in their full value against lost and damage howsoever caused. The buyer will be responsible in addition for insuring the goods whilst in transit.
12. THE SELLER’S LIABILITY
Subject to the terms of the Consumer Protection Act 1987 the goods are sold upon such terms that (except for liability in respect of death or personal injury caused by the sellers to the buyers to the extent of which such liability cannot be excluded by the Unfair contract Terms Act 1977) neither the seller nor their servants shall be liable in contract or otherwise of pf any direct, indirect or consequential loss or loss of production or damage (howsoever such loss or loss of production of damage be caused) suffered by the buyers or any other person arising out of the design manufacture, sale, delivery (or failure or delay in delivery), stoppage repair adjustment or faulty working of the goods(including replacements) or the use thereof. For the purpose of this clause, the company contracts on its own behalf on behalf of its servant.
Any condition or warranty implied by statute common law or trade usage in respect of the sale of goods is hereby excluded save for the warranty as to title implied in Section 12 of the Sale of Goods Act 1979. It is declared that the price and other items of the contract have been based on the exclusion of such conditions, undertakings and warranties.
The Seller in particular does not warrant the suitability of the goods for particular use or purpose.
The buyer shall be responsible for complying with all present and future statutes, regulations by laws and any other requirements for purchase installation and use of goods and shall be responsible for all charge relating thereto.
14. FORCE MAJEURE
The seller’s obligation under this contract may be varied or cancelled by the seller if the seller is unable to deliver or install the goods in accordance with this contract being owning to any event beyond the seller’s reasonable control.
15. LAW GOVERNING THE CONTRACT
These Conditions and the Contract shall be subject to and construed in accordance with Scottish Law.