TERMS AND CONDITIONS OF SALE
The Buyer’s attention is in particular drawn to the provisions of condition 10.4
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these Conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Swansea Industrial Components Ltd, 66-70 Morfa Road, Swansea SA1 2EF.
Conditions: these terms and conditions of sale.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,
incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part
or parts of them).
Specification: the specification for the Goods as set out in the Contract.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account
of any amendment, extension, application or re-enactment and includes any subordinate legislation for the
time being in force made under it.
1.3 Words in the singular include the plural and, in the plural include the singular.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these Conditions to the
exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports
to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order,
confirmation of order, specification or other document shall form part of the Contract simply as a result of
such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and signed by a
Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Company which is not set out in the Contract.
Nothing in these Conditions shall exclude or limit the Company’s liability for fraudulent
misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be
deemed to be an offer by the Buyer to buy Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the
Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete
and accurate.
2.7 Cancellation and Returns. Buyer may not cancel any order of Products for Buyers’s convenience
without Company’s prior written consent. Company may, in its sole opinion, authorize Buyer in writing
to cancel Products normally carried in Company’s inventory. Any cancellation so authorized shall be
subject to a cancellation charge of 15% of the purchase price. Buyer may not cancel any processed
Products, specially manufactured Products, or Products not normally carried in Company’s inventory.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company
despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 7 days only
from its date, provided that the Company has not previously withdrawn it.
3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or
acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company
and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or
published for the sole purpose of giving an approximate idea of the Goods described in them. They shall
not form part of the Contract and this is not a sale by sample.
4. DELIVERY
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the
Company’s place of business.
4.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the
Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and
time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be
within a reasonable time.
4.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification
that they are ready for despatch whether prior to or after the delivery date the Company reserves the right
to invoice to the Buyer and charge him. In addition, the Buyer shall pay reasonable storage charges or
demurrage as appropriate in the circumstances until Goods are either despatched to the Buyer or disposed
of elsewhere.
4.5 Subject to the other provisions of these Conditions the Company shall not be liable for any direct,
indirect or consequential loss (all three of which terms include, without limitation, pure economic loss,
loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the
Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract
4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for
delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided
appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s
negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all
related costs and expenses (including, without limitation, storage and insurance).
5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the
Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on
delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s
negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the
date when the Goods would in the ordinary course of events have been received save for the cost of
replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against
any invoice raised for such Goods.
6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in
cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any
third party in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for
their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall
produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following
conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer
shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer (being an individual) has a bankruptcy order made against him or makes an
arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision
for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a
meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its
undertaking or any part thereof, or documents are filed with the court for the appointment of an
administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its
directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of
the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its
property or obtained against him/it, or fails to observe or perform any of his/its obligations under the
Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership
of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to
enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s
right to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which
the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the
kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights
contained in this condition 6 shall remain in effect.
7. PRICE
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set
out in the Company’s price list published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in
relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall
pay in addition when it is due to pay for the Goods.
8. PAYMENT
8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling (or another
agreed currency )on the last working day of the month following the month in which the Goods are
delivered or deemed to be delivered unless other payment terms have been specified by the Company in
which event in accordance with such specified payment terms.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared
funds.
8.4 All payments payable to the Company under the Contract shall become due immediately on its
termination despite any other provision.
8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether
by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order
requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be
liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3%
above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until
payment is made, whether before or after any judgment. The Company reserves the right to claim interest
under the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 Subject to the Company receiving satisfactory credit and other references from the Customer, it
may open for the benefit of the Customer a “Credit Account” in the Customer’s favour. Notwithstanding
such “Credit Account” all invoices must be fully settled by the Customer in accordance with the payment
terms specified from time to time by the Company.
8.8 No set off – The Buyer may not withhold payment of any invoice or other amount due to the
Company by reason on any right of set off or counterclaim which the Buyer may have or allege to have
for whatever reason whatsoever.
9. QUALITY
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to
transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these Conditions) on delivery, and
for a period of 12 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) be reasonably fit for purpose for which the Goods are being bought if the Buyer had made known
that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable
for the Buyer to rely on the skill and judgement of the Company
(c) be reasonably fit for purpose and will conform to the Specification
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of
damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have
discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such
Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of
business at the Buyer’s cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as
to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good
trade practice; or
(c) the defects originate from 3rd party Products used to manufacture finished products or
(d) the Buyer alters or repairs such Goods without the written consent of the Company.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the
warranties in condition 9.2 the Company shall at its option replace such Goods (or the defective part) or
refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the
Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the
Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of
the warranties in condition 9.2 in respect of such Goods.
10. LIMITATION OF LIABILITY
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire
financial liability of the Company (including any liability for the acts or omissions of its employees,
agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Conditions, including any deliberate personal repudiatory breach or any
deliberate breach of these conditions by a party, or its employees, agents or subcontractors;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of
the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in
connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the
conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by
law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its
liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition and condition
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of
goodwill in each case whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. ASSIGNMENT
11.1 The Company may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written
consent of the Company.
11.3 The Company shall be entitled to sub-contract any of its rights benefits or obligations under this
agreement to a third party.
12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the
volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or
delayed in the carrying on of its business due to circumstances beyond the reasonable control of the
Company including, without limitation, acts of God, governmental actions, war or national emergency,
acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or
other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting
carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the
event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to
give notice in writing to the Company to terminate the Contract.
13. GENERAL
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right
or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of
competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of
such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract
shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract
by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect
the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by
virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
14. COMMUNICATIONS
14.1 All communications between the parties about the Contract shall be in writing and delivered by
hand or sent by pre-paid first class post or sent by e-mail
(a) (in case of communications to the Company) to its registered office or such changed address as
shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a
company) or (in any other case) to any address of the Buyer set out in any document which forms part of
the Contract or such other address as shall be notified to the Company by the Buyer.
14.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public
holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by e-mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on
the next working day.