Interpretation
In these
Conditions;
‘BUYER’ means the person who accepts a quotation of SPECIALZ
LTD for the sale of the Goods or whose order for the Goods
is accepted by SPECIALZ LTD
‘GOODS’ means the Goods (including any instalment of the
Goods or any parts for them) which SPECIALZ LTD is to supply
in accordance with these Conditions
‘SPECIALZ LTD’ is registered in England and Wales under
Company Registration number 4639339
‘CONDITIONS’ means the standard terms and conditions of sale
set out in this document and (unless the context otherwise
requires) includes any special terms and conditions agreed
in writing between the Buyer and SPECIALZ LTD
‘CONTRACT’ means the contract for the purchase and sale of
the Goods
“INTELLECTUAL PROPERTY” means any patent, copyright,
registered design or unregistered design right and any
application for any of the foregoing, any rights in respect
of confidential information and any other intellectual
property right
‘WRITING’ includes e-mail, facsimile transmission and
comparable means of communication.
Any
reference in these Conditions to any provision of a statute
shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.
The
headings in these Conditions are for convenience only and
shall not affect their interpretation.
1
Basis of the sale
1.1
The Buyer shall purchase the Goods in accordance with any
written quotation of SPECIALZ LTD which is accepted by the
Buyer, or any written order of the Buyer which is accepted
by SPECIALZ LTD, subject in either case to these Conditions,
which shall govern the Contract.
1.2
No variation to these Conditions shall be binding unless
agreed in writing between the Buyer and SPECIALZ LTD.
1.3
SPECIALZ LTD’s employees or agents are not authorised to
make any representations about the Goods unless confirmed by
SPECIALZ LTD in writing.
1.4
Any typographical, clerical or other error or omission in
any sales literature, quotation, acceptance of offer,
invoice or other document or information issued by SPECIALZ
LTD shall be subject to correction without any liability on
the part of SPECIALZ LTD.
2
Orders and specifications
2.1
No order submitted by the Buyer shall be deemed to be
accepted by SPECIALZ LTD unless and until confirmed in
writing by SPECIALZ LTD.
2.2
The Buyer shall be responsible for ensuring the accuracy of
any order (including any specification) submitted by the
Buyer, and for giving SPECIALZ LTD any necessary information
relating to the Goods in time to enable SPECIALZ LTD to
perform the Contract in accordance with its terms.
2.3
The quantity, quality and description of and any
specification for the Goods shall be those set out in
SPECIALZ LTD’s quotation (if accepted by the Buyer) or the
Buyer’s order (if accepted by SPECIALZ LTD).
2.4
SPECIALZ LTD reserves the right to make any changes in the
specification of the Goods to conform with any applicable
statutory or EC requirements or, where the Goods are
supplied to SPECIALZ LTD’s specification, which do not
materially affect their quality or performance.
2.5
No order which has been accepted by SPECIALZ LTD may be
cancelled by the Buyer except with the agreement in Writing
of SPECIALZ LTD.
3
Price of the Goods
3.1
The price of the Goods shall be SPECIALZ LTD’s quoted price.
All prices quoted are valid for 14 days or until earlier
acceptance by the Buyer.
3.2
SPECIALZ LTD reserves the right to increase the price of the
Goods to reflect any increase in the cost to SPECIALZ LTD
which is due to any factor beyond its control, any change in
delivery dates, quantities or specifications for the Goods
which is requested by the Buyer, or any delay caused by any
instructions of the Buyer or failure of the Buyer to give
adequate information or instructions.
3.3
Unless otherwise stated by SPECIALZ LTD, all prices are
given by SPECIALZ LTD on an ex works basis, and where
SPECIALZ LTD agrees to deliver the Goods otherwise than at
SPECIALZ LTD’s premises, the Buyer shall be liable to pay
SPECIALZ LTD’s charges for transport, packaging and
insurance.
3.4
The price is exclusive of any applicable value added tax,
which the Buyer shall be additionally liable to pay to
SPECIALZ LTD.
4
Terms of payment
4.1
The Buyer shall pay the full price of the Goods with the
order unless otherwise agreed in writing between SPECIALZ
LTD and the Buyer or unless otherwise specified on SPECIALZ
LTD’s quotation, and SPECIALZ LTD shall be entitled to
recover the price, notwithstanding that delivery may not
have taken place and the property in the Goods has not
passed to the Buyer.
4.2
If the Buyer fails to make any payment on the due date then,
without prejudice to any other right or remedy available,
SPECIALZ LTD shall be entitled to cancel the contract or
suspend any further deliveries to the Buyer and charge the
Buyer interest on the amount unpaid, at the rate of 5 per
cent per annum above Bank of England base rate from time to
time, until payment in full is made.
5
Delivery
5.1
Delivery of the Goods shall be made by the Buyer collecting
the Goods at SPECIALZ LTD’s premises at any time after
SPECIALZ LTD has notified the Buyer the Goods are ready for
collection or, if some other place for delivery is agreed by
SPECIALZ LTD, by SPECIALZ LTD delivering the Goods to that
place.
5.2
Any dates quoted for delivery of the Goods are approximate
only and SPECIALZ LTD shall not be liable for any delay in
delivery of the Goods however caused. Time for delivery
shall not be of the essence of the Contract unless
previously agreed by SPECIALZ LTD in writing. The Goods may
be delivered by SPECIALZ LTD in advance of the quoted
delivery date upon giving reasonable notice to the Buyer.
5.3
If SPECIALZ LTD fails to deliver the Goods (or any
installment) for any reason other than any cause beyond
SPECIALZ LTD’s reasonable control or the Buyer’s fault, and
SPECIALZ LTD is accordingly liable to the Buyer, SPECIALZ
LTD’s liability shall be limited to the excess (if any) of
the cost to the Buyer (in the cheapest available market) of
similar Goods to replace those not delivered over the price
of the Goods.
5.6
If the Buyer fails to take delivery of the Goods or fails to
give SPECIALZ LTD adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause
beyond the Buyer’s reasonable control or by reason of
SPECIALZ LTD’s fault) then, without prejudice to any other
right or remedy available to SPECIALZ LTD, SPECIALZ LTD may
store the Goods until actual delivery and charge the Buyer
for the reasonable costs (including insurance) of storage;
or sell the Goods at the best price readily obtainable and
(after deducting all reasonable storage and selling
expenses) account to the Buyer for the excess over the price
under the Contract or charge the Buyer for any shortfall.
6
Risk and property
6.1
Risk of damage to or loss of the Goods shall pass to the
Buyer (for Goods to be delivered at SPECIALZ LTD’s premises)
when SPECIALZ LTD notifies the Buyer that the Goods are
available for collection; or, (for Goods to be delivered
otherwise than at SPECIALZ LTD’s premises) on delivery or,
if the Buyer wrongfully fails to take delivery of the Goods,
the time when SPECIALZ LTD has tendered delivery of the
Goods.
6.2
Ownership in the Goods shall not pass to the Buyer until
SPECIALZ LTD has received in cash or cleared funds payment
in full of the price of the Goods and all other Goods agreed
to be sold by SPECIALZ LTD to the Buyer for which payment is
then due.
6.3
Until ownership in the Goods passes to the Buyer, the Buyer
shall hold the Goods as SPECIALZ LTD’s fiduciary agent and
bailee, and shall keep the Goods separate from those of the
Buyer and third parties and properly stored, protected and
insured and identified as SPECIALZ LTD’s property, but the
Buyer shall be entitled to resell or use the Goods in the
ordinary course of its business.
6.4
Until such time as the property in the Goods passes to the
Buyer (and provided the Goods are still in existence and
have not been resold), SPECIALZ LTD shall be entitled at any
time to require the Buyer to deliver up the Goods to
SPECIALZ LTD and, if the Buyer fails to do so forthwith, to
enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods.
6.5
The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the
Goods which remain the property of SPECIALZ LTD, but if the
Buyer does so all moneys owing by the Buyer to SPECIALZ LTD
shall (without prejudice to any other right or remedy of
SPECIALZ LTD) forthwith become due and payable.
6.6
The Buyer shall be responsible for complying with any
legislation or regulations governing the importation of the
Goods into the country of destination and for the payment of
any duties on them.
7
Warranties and liability
Subject to the conditions set out below SPECIALZ LTD
warrants that the Goods will correspond with their
specification at the time of delivery and will be free from
defects in material and workmanship (but only in so far as
such defects affect the structural performance of the Goods)
for as long as the Buyer owns the Goods.
7.2
The above warranty is given by SPECIALZ LTD subject to the
following conditions:
7.2.1 SPECIALZ LTD shall not be liable for any defect in the
Goods arising from any drawing, design or specification
supplied by the Buyer;
7.2.2 SPECIALZ LTD shall not be liable for any defect
arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow SPECIALZ
LTD’s instructions (whether oral or in writing), misuse or
alteration or repair of the Goods without SPECIALZ LTD’s
approval;
7.2.3 the above warranty does not extend to parts, materials
or equipment not manufactured by SPECIALZ LTD, in respect of
which the Buyer shall only be entitled to the benefit of any
such warranty or guarantee as is given by the manufacturer
to SPECIALZ LTD.;
7.2.4 SPECIALZ LTD shall not be liable unless the Buyer has
the Goods inspected by SPECIALZ LTD at intervals of no more
than 4 months commencing 4 months after delivery to
the Buyer. In connection with such an inspection the Buyer
shall either pay SPECIALZ LTD’s fee for a warranty
inspection on site or arrange for the Goods to be returned
to SPECIALZ LTD for inspection and collected afterwards for
return to the Buyer, all at the Buyer’s expense
7.3
Subject as expressly provided in these Conditions, and
except where the Goods are sold to a person dealing as a
consumer (within the meaning of the Unfair Contract Terms
Act 1977), all warranties, conditions or other terms implied
by statute or common law are excluded to the fullest extent
permitted by law.
7.4
Any claim by the Buyer for defective goods or failure to
correspond with specification shall be notified to SPECIALZ
LTD within 7 days 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
the Buyer does not notify SPECIALZ LTD accordingly, the
Buyer shall not be entitled to reject the Goods and SPECIALZ
LTD shall have no liability to the Buyer who shall be bound
to pay the price as if the Goods had been delivered in
accordance with the Contract.
7.5
Where any valid claim of defective Goods or their failure to
meet specification is notified to SPECIALZ LTD in accordance
with these Conditions, SPECIALZ LTD shall be entitled to
replace the Goods (or the part in question) free of charge
or, at SPECIALZ LTD’s sole discretion, refund to the Buyer
the price of the Goods (or a proportionate part of the
price), but SPECIALZ LTD shall have no further liability to
the Buyer.
7.6
Except in respect of death or personal injury caused by
SPECIALZ LTD’s negligence, SPECIALZ LTD 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 any indirect, special or consequential
loss or damage (whether for loss of profit or otherwise),
costs, expenses or other claims for compensation whatsoever
(whether caused by the negligence of SPECIALZ LTD, its
employees or agents or otherwise) which arise out of or in
connection with the supply of the Goods or their use or
resale by the Buyer, and the entire liability of SPECIALZ
LTD under or in connection with the Contract shall not
exceed the price of the Goods, except as expressly provided
in these Conditions.
7.7
SPECIALZ LTD shall not be liable to the Buyer or be deemed
to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of SPECIALZ LTD’s
obligations in relation to the Goods, if the delay or
failure was due to any cause beyond SPECIALZ LTD’s
reasonable control.
8
Intellectual Property
8.1 All Intellectual Property relating to the Goods the
subject of any order between SPECIALZ LTD and the Buyer
shall become or remain the exclusive property of SPECIALZ
LTD. Joint-venture Intellectual property allocations will be
agreed in writing with all parties prior to the commencement
of design or manufacture.
8.2
Irrespective of ownership of the Intellectual Property in
the Goods, SPECIALZ LTD shall have the Buyer’s implied
consent to the world-wide royalty free and irrevocable
license to take and use photographs or video footage, plans,
drawings and illustrations of the Goods or any of them for
such purposes as SPECIALZ LTD may think fit including but
without limitation, for SPECIALZ LTD’s marketing, publicity
and promotional advertising.
8.3
For the avoidance of doubt, the transfer of ownership in the
Goods to the Buyer shall not confer on the Buyer or any
other person or organization a license to reproduce or copy
or reproduce the Goods in any manner whatsoever.
9
General
9.1
No waiver by SPECIALZ LTD of any breach of the Contract by
the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.
9.2
If any provision of these Conditions is held by any
competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of these
Conditions and the remainder of the provision in question
shall not be affected.
9.3
Any dispute arising under or in connection with these
Conditions or the sale of the Goods shall be referred to
arbitration by one arbitrator appointed by agreement or (in
default) nominated on application of either party by the
President for the time being of the Institute of Structural
Engineers or Institute of Electrical Engineers.
9.4
The Contract shall be governed by English law. The Buyer
agrees to submit to the non-exclusive jurisdiction of the
English courts