Terms and conditions of sale
1. Definitions
1.1 " The Company " means J.&A Stevenson
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 buyers 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 instalments in any
sequence. Where goods are delivered in instalments the contract shall become
severable and each instalment 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 instalments 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 buyers premises or delivery site within a reasonable time
following such notice and before any use is made of them.
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 units 2/3 Railside, Aston Street,Shifnal,
Telford Tf11 8ug. 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
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 wilful
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 there 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 despatch 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.