In this document the following words shall have the following meanings;
1.1 “Seller” shall mean the Company trading as SIDCO Energy Services Ltd, Elmwood, Reservoir Road, Whaley Bridge, SK23 7BW, United Kingdom.
1.2 “Buyer” shall mean the person, firm or company who buys or agrees to buy the goods from the Seller.
1.3 “Goods” shall mean the all goods and/or services which the Buyer agrees to buy from the Seller.
1.4 “Conditions” shall mean the terms and conditions of sale set out in this document and any special terms and conditions agreed by the Seller in writing.
2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer 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 confirmation of the order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless expressly agreed in writing by the Seller.
3. THE PRICE AND PAYMENT
3.1 The price shall be the Seller’s quoted price as set out in the Seller's quotation. The price is exclusive of carriage, packing, insurance or VAT unless otherwise stated. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer after which they may be altered by the Seller without giving notice to the Buyer.
3.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to effect an increase in the cost to the Buyer which is due to any factor beyond the control of the Seller (such as without limitation, any foreign exchange fluctuation, currency regulation, alternation of duties, significant increase in the costs of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the Goods which is required by the Buyer or any delay caused by an instruction of the Buyer or failure by the Buyer to give the Seller adequate information or instructions.
3.3 100% Payment of the price and VAT shall be due upon presentation of the Seller's invoice at the time of placing the order (time for payment shall be of the essence).
3.4 Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
3.5 Where credit is offered, unless otherwise expressly agreed in writing, payment of the price and VAT and any other applicable costs shall be due within 14 days of the date of the invoice supplied by the Seller.
3.6 Statutory Interest on overdue Invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate defined in the Late Payment of Commercial Debts (Interest) Act 1998 ("The Act").
3.7 Compensation for late payment of the Seller's invoices will be paid to the Seller by the Buyer in accordance with the Late Payment of Commercial Debts Regulations 2013 ("The Regulations"). This includes both fixed compensation as defined in the The Regulations, and any reasonable debt recovery costs incurred by the Seller inexcess of the fixed compensation amounts defined by The Regulations.
3.8 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to (a) require payment in advance of delivery for any goods not previously delivered; and (b) refuse to make delivery of any undelivered goods without incurring any liability whotsoever to the Buyer for non delivery or any delay in delivery.
4. THE GOODS
4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.2 Goods shall be supplied in accordance with these Terms and Conditions of Sale and any specification set out in the contract. The Purchaser is solely responsible for satisfying itself as to their suitability for the Purchaser's application.
4.3 All specifications, drawings and particulars of weights and dimensions and other information relating to the goods submitted with the Seller's proposal or quotation are approximate only. Further, and description and illustrations contained in the Seller's catalogues, website, price lists and other advertising material are intended merely to present a general description of the goods described herein and none of these shall form part of the contract.
4.4 The Seller’s goods and specifications are subject to improvements and changes without notice.
4.5 The Seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.
4.6 Any typographical, clerical or other error or omission in any quotation, tender, acknowledgement of order or invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.
5. WARRANTIES AND LIABILITIES
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description by the Seller contained in the Seller’s specifications as set out in the Seller's quotation.
5.2 The Seller warrants that the Goods shall be free from defects in material and workmanship. The Seller’s obligations under this warranty shall be if the Seller’s examination proves such part to be defective, to repair, replace or allow credit, for any part which under normal use and proper maintenance proves defective in material and/or workmanship within One Year of despatch from the Seller’s factory unless otherwise stated.
5.3 Notification to the Seller must be provided of any defects and satisfactory proof thereof given to the Seller promptly after discovery of the defect and thereafter such part returned to the Seller as his request.
5.4 This warranty does not apply to used products or to damage to any products or parts caused by overloading or other misuse, reject or accident, nor does this warranty apply to any product or part which shall have been repaired, altered or assembled in any way by others than the Seller which in the sole judgement of the Seller affect the performances, stability or purpose for which it was manufactured.
5.5 Used products are sold as an “as is” basis and there is not implied warranty of merchantable quality or of fitness for the particular purpose, unless otherwise expressly stated in the quotation or tender.
5.6 The Seller accepts no liability or responsibility for any consequent loss or damage due to, or arising from, the supply of all goods and/or services to the Buyer within these terms and conditions of sale.
6. DELIVERY OF GOODS
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery date. Delivery shall mean the availability of the Goods at the Seller’s premises for purchase by the Buyer or for despatch on the Buyer’s instructions to a carrier for the Buyer.
6.2 Unless otherwise stated in the contract, partial deliveries are allowed.
6.3 Unless otherwise expressly stated in the contract, Marine Cargo and Transit insurance shall be the responsibility of the Buyer.
6.2 Stated delivery times shall not be binding unless so stated. As far as delivery time is binding, it shall be calculated from the date of the Acknowledgement of Order or if payment by a valid bill of exchange has been agreed upon, from the date on which the bill is returned from the Buyer to the Seller. This is subject to the provision that the delivery time shall not commence prior to the Seller receiving all necessary technical data nor does it commence before the parties shall have reached full agreement on all features of the equipment and attachments to be built. The Seller shall not be liable for damage arising from delays in delivery resulting from acts of God, government order, strikes, lock-outs, war, insurrections, delay in delivery of manufacturing material or from other circumstances beyond the Seller’s control. None of these events shall entitle the Buyer to cancel the contract. In any of these events the delivery time shall be extended accordingly.
7. ACCEPTANCE OF GOODS
7.1 The Buyer shall be deemed to have accepted Goods 48 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
7.3 All goods are sold on a firm sale basis, i.e. the Seller shall not be under any obligation take back any goods not required by, or sold by, the Buyer, unless expressly agreed in writing by the Seller, in which case the following terms shall apply;
7.3.1 Any goods which are considered by the Seller to be 'stock' items will incur a minimum re-stocking or handling fee of 15% of the price of the goods.
7.3.2 Any goods which have been specifically procured by the Seller in order to satisfy the contract shall incur a 20% handling fee in addition to any 're-stocking charge' or 'handling fee' which may be applicable by the the Seller's Supplier of the goods. The packing and carriage cost (including insurance cost) of the return of the goods by the Seller to the Seller's supplier, shall be deducted from any credit given. Any credit given will be subject to the Seller's supplier's satisfactory inspection and acceptance for credit of the returned goods.
7.3.3 Any returns must be authorised in writing by a representative of the Seller before any credit can be given.
7.3.4 Where the Seller agrees to accept the return of goods that are undamaged or unmarked, and in their original packing, the buyer shall be responsible for the cost of all associated carriage costs and will ensure that the goods are properly packed to avoid any damage in transit.
8. TITLE AND RISK
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer
8.1.2 In the case of Goods to be delivered to the Seller’s premises, at the time when the Seller notifies that the Goods are available for collection; or
8.1.3 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those the Buyer and third parties and properly stored, protected and insured and indemnified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.4 Until such time as the property of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller 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.
9 TOOLING PATTERNS AND ASSOCIATED EQUIPMENT
9.1 Tooling patterns and associated equipment remain the property of the Seller unless the Buyer is invoiced for and pays the entire cost of tooling patterns and associated equipment in full.
9.2 The use safekeeping and maintenance of the purchaser’s tools patterns and associated equipment which are in the sellers possession shall be at the purchasers risk. If, after reasonable notice the purchaser fails to remove any tools patterns and associated equipment which are in the sellers possession the seller shall be entitled to destroy or otherwise dispose of the tools patterns and associated equipment without payment or compensation to the purchaser.
10.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
10.2 Any errors in the Seller’s Acknowledgement of Order must be notified in writing by the Buyer to the Seller within 48 hours of receipt of the Acknowledgement of Order. The Buyer shall be responsible for all loss or damage arising out of failure to give such notification.
10.3 No order which has been accepted by the Seller can be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs including the cost of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation.
11. ENGLISH LAW AND JURISDICTION
11.1 The formation construction and performance of the conditions of sale shall be governed in all respects by English Law.
11.2 The buyer and the seller hereby agree to submit to the jurisdiction of the High Court Of Justice of England.
12. EXCLUSION OF THIRD PARTY RIGHTS
12.1 For the avoidance of doubt, a person who is not a party to this contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms and the parties to this contract reserve the right to amend or rescind this contract without giving notice to, or requiring the consent of, any third party.