All contracts entered into between the Spot-On-Supplies group of companies (comprising Spot-On-Supplies (Cleaning & Packaging) Ltd, Spot-On-Supplies (Industrial Consumables) Ltd, Spot-On-Supplies (Hygiene) Ltd, and Spot-On-Supplies Ltd all of whose registered offices are at 80 Oxford Street, Burnham-on-Sea, Somerset) hereinafter called 'the Seller' and any person, Firm or Company hereinafter called 'the Buyer' purchasing goods from the Seller shall be subject to the General Terms and Conditions set out below.
Quotation of Prices
Unless otherwise specified by the Seller in writing, all prices quoted are nett, and unless otherwise stated are exclusive of Value Added Tax, Custom Duties, and Import Levies, or any similar duties or levies. All prices quoted are, unless stated in writing, subject to variation without obligation to give prior notice. The Seller will only maintain prices for goods quoted ex stock, subject to no prior sale. In all other instances prices ruling at the date of delivery apply. Prices quoted are for the stipulated quantities only, and do not hold good for lesser quantities. Installation, commissioning or demonstration of Machines are all excluded unless specifically stated otherwise by the Seller in writing. Retention monies or any similar deductions are also expressly excluded.
Acceptance of Quotations
No quotation issued by the Seller is to be treated as an offer by the Seller but as a basis to treat open for a period not exceeding 30 days from the date of quotation. If an order is placed on the basis of such quotation, such order will be treated as an offer subject to these conditions and shall not be binding upon the Seller unless, and until accepted by the Seller and confirmed by the seller in writing.
Use of credit account facilities with the Seller is deemed to be a contractual acceptance of these Terms and Conditions of Sale in general, and the Terms of Payment in particular.
Payment of Accounts
Customers to whom credit facilities have been granted must settle accounts within 30 days from date upon which goods are invoiced, hereinafter called the 'due date'. In the event of any account remaining unpaid after its due date for payment, then payment for all goods delivered at any time by the Seller (including goods delivered after those to which the unpaid account relates) shall forthwith become due. In the event of goods not being paid for within the due date the Buyer shall pay interest to the Seller at 3% above Bank of England Base Rate per month on the outstanding balance from the due date until payment is made in full. The Buyer will pay at the due date to the Seller all Value Added Tax charged in respect of any sale hereunder. The Buyer will discharge and indemnify the Seller against any warehousing charges, demurrage or other like cost or expense incurred in relation to any goods sold by the Seller to the Buyer on which delivery is not accepted when first available.
Goods stated as ex stock are subject to prior sale. Deliveries stated for goods not in stock are given in good faith based on current knowledge, but are not guaranteed, being outside the Seller's control. The Seller will use its best endeavours to fulfil delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage, howsoever arising (whether directly or indirectly) out of delay in delivery, nor shall orders be voidable for that reason.
Whilst every effort will be made to meet Buyer's individual requirements, amendments or cancellations of any order, or any part thereof, can only be accepted by agreement. Should the Seller accept cancellation of an order, or part of an order, it is understood that the Buyer will accept a charge for costs and liabilities incurred by the Seller.
Goods delivered in accordance with an order cannot be returned without the consent of the supplier. Application for consent will only be considered within 30 days of delivery, and must be made in writing, stating date and number of the invoice(s) on which the goods were charged, and detailed reason(s) for the requested return. Any carriage charge(s) incurred on duly authorised returns will be the Purchaser's responsibility. On receipt of the returned goods, a credit note will be issued at the price charged less a 15% Restocking Charge subject to the goods being received in the original packaging and in a perfectly resaleable condition. Products which have been specifically purchased to order are not normally returnable for credit. However, with the manufacturer's prior agreement, these goods may be returnable but will be subject to the manufacturer's return goods terms and restocking connected thereto are likely to be significantly higher.
Damage or Loss In Transit
The Seller will not be liable for any damage or loss in transit unless carried on the Seller's own vehicle. In other instances, any partial loss or damage in transit must be reported to the Carrying Company by the Buyer within 48 hours of receipt of goods. Non receipt of goods must be reported to the Seller within 7 days from notification of despatch or receipt of invoice.
Descriptive Matter and Illustrations
All illustrations, drawings, catalogues and descriptive matter are of a generally informative nature only, and do not form part of the specification or description of the goods except to the extent expressly incorporated in them in writing.
When the goods are delivered or shipped in lots or by instalment, the contract shall be construed as a separate contract in respect of each lot or instalment.
In the case of stoppage at the Seller's plant resulting from fire, breakdowns, lockouts, explosions, strikes, force majeure, or any cause outside the control of the Seller, deliveries against any order may be suspended by the Seller for the duration of the stoppage, and the Seller shall be under no liability by any reason of any such suspended deliveries. The Seller shall have the right to deliver to the buyer any portion of any order remaining undelivered as a result of suspension of deliveries as soon as circumstances permit.
Title to the Goods
The property in the goods shall remain vested in the Seller and shall not pass to the Buyer until the Buyer has made payment in full of the purchase price. So long as the property in the goods remains vested in the Seller, the Seller shall be at liberty at any time to retake possession thereof and for that purpose to enter upon any premises of the Buyer. Notwithstanding that the property has not passed to the Buyer, the Buyer shall be at liberty to resell the goods but any such resale shall be deemed to be for the account of the Seller and any proceeds thereof, whether received from the sub-buyer or from any assignee of the debt due from the sub-buyer shall be held by the Buyer on behalf of the Seller until such time as the purchase price shall have been paid in full. If prior to the passing of property therein, the Buyer shall process the goods or mix them with other goods, ownership of such part of the processed or mixed goods as are equivalent to the amount of the purchase price still outstanding shall vest in the Seller and shall remain so vested until such time as the purchase price is paid in full. Notwithstanding the foregoing, the goods are at the entire risk of the Buyer from the time of delivery.
Fitness for Particular Purpose
The Seller shall be deemed not to have knowledge of either the nature of the proposed use or the purpose of the market for which the goods are required unless a specific and detailed statement of the proposed use is submitted in writing by the buyer and a written statement of the suitability of the subject goods for the specified purpose provided by the Seller, and subject to the conditions of use (including operator's expertise) being to the Seller's satisfaction.
Exclusion of Liability
The Seller shall in no circumstances be liable for consequential losses of any kind arising directly or indirectly from, or in consequence of, a sale of any goods, by the Seller, or the use of any of the Seller's goods, except in so far as the law expressly forbids the exclusion of liability for a specific condition, guarantee or warranty.
Buyer's Conditions and Variations
Any variations or conditions intended to be set by the Buyer form no part of the contract of sale between the Seller and the Buyer, unless such variations have been agreed in writing by the Seller. None of the Seller's employees or agents has any authority to bind the Seller by an oral agreement at variance with these Conditions of Sale.
These Terms and Conditions and all Contracts to which they apply shall in all respects be governed by and construed in accordance with the law of England and shall be subject to the exclusive jurisdiction of the English Courts.