Conditions of Sale
Acceptance Definitions 1. ALL OFFERS 2. DISPUTES 3. SEPARABILITY 4. SUSPENSION OR CANCELLATION OF DELIVERIES 5. FORCE MAJEURE 6. TENDER OF DELIVERIES 7. REJECTION 8. WARRANTIES AND LIABILITIES 9. PASSING OF PROPERTY AND RISK
Contracts and orders are only accepted subject to these Conditions of Sale. If any qualification or variation is proposed by the Buyer it shall not form part of the contract unless expressly agreed to by the Company. These Conditions of Sale shall override all clauses with a contrary intention whether printed or not, and whether accompanying the Buyer’s order or not, which may be proposed by the Buyer, unless expressly accepted by the Company.
In these conditions of sale the following definitions apply:- “The Company” means Superglass Insulation Limited or any of its subsidiary Companies.
“The Buyer” means the party whose order for goods is being accepted subject to these conditions of sale.
All offers from stock are subject to the goods being freely available for sale upon receipt of orders.
All disputes arising out of or in connection with this contract with the Company shall be governed by Scots Law and shall be subject to the exclusive jurisdictions of the Scottish Courts.
Where an order for successive deliveries of goods is accepted by the Company each delivery shall be treated as a separate contract and disputes arising out of or in connection with one delivery shall not affect the balance of deliveries to be made in execution of the order.
If the Buyer shall fail to pay to the Company on the due date any sum payable under the contract with the Company or shall become bankrupt or enter into any agreement or composition with his creditors, or being an incorporated company shall have a receiver or istrator appointed or pass a resolution to wind up or have an order of court made against it to any such effect, or if the Buyer shall commit a breach of any obligation under this contract, the Company may without prejudice to its other rights suspend further deliveries until all payments either due or to become due under this contract are received by the Company.
Deliveries may be totally or partially suspended by the Company during any period in which the Company may be prevented or hindered from manufacturing supplying or delivering the goods as a result of acts of God, fire, accidents, war, strikes, lock outs or other contingencies beyond the Companies control whether of the same nature as the foregoing or not. Any goods the delivery of which has been so totally or partially suspended shall be accepted by the Buyer at the rate of delivery specified in the order but commencing as soon as the Company is no longer prevented or hindered from manufacturing, supplying and delivering goods.
If the Buyer shall fail to require delivery of goods when delivery falls due, the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
In any case where the Buyer shall allege that goods delivered under the Contract with the Company are defective (otherwise than by loss or damage in transit) the Buyer shall notify the Company in writing of such allegation within seven days of the delivery of the goods complained of and before they are used. If the Company having been so notified shall be satisfied that the said goods are defective the Company will replace them free of charge to the Buyer, or the company will issue a Credit Note to the Buyer covering the value of the defective goods, the method of settlement being at the option of the Company.
In addition to all warranties implied by statute, the Company warrants that it will take all reasonable measures to ensure that goods supplied shall correspond with their written specification (if any) at the time of delivery and will be free from material defects in materials and workmanship provided that:-
Allgoods supplied shall be at the risk of the Buyer from the time of delivery, however ownership of the goods will not pass to the Buyer until the Company has received payment in full for all goods supplied. Until ownership has passed to the Buyer, the Buyer must:-
- (a) 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
- (b) Not damage the goods or obscure any identifying mark or packaging on or relating to the goods.
- (c) Maintain the goods in a satisfactory condition and insured for their full price against all normal insurable risks.
- (d) Hold any insurance proceeds that relate to the goods for and on behalf of the Company and pay and account to the Company for these monies as soon as reasonably possible after such insurance proceeds are received.
10. DELIVERY
Unless expressly agreed to the contrary in writing, the Company may at its discretion deliver the goods by instalments in any sequence. Where the goods are delivered by instalments each instalment shall be deemed to be the subject of a separate contract. Default or failure by the Company in respect of one or more instalments shall not vitiate the contract in respect of the goods previously delivered or undelivered goods. The Company may deliver to the Buyer and the Buyer shall accept in satisfaction of the contract a lesser number than the number of goods originally ordered, however in that event, the total price payable under the contract shall be reduced proportionately. The Company will not be liable for any further claim for loss or damage caused solely thereby. The Company will take all reasonable efforts to adhere to delivery dates and times quoted however these are not guaranteed and the Company shall have no liability for any loss or damage resulting from any delay in delivery howsoever caused. It is the responsibility of the Buyer to ensure that adequate and appropriate facilities are made available to allow delivery to take place and to allow the goods to be unloaded from the delivery vehicle. Where delivery cannot take place through no fault of the Company or its employees or agents, the Company will be entitled to levy a charge on the Buyer to cover all reasonable additional costs or losses that it incurs thereby, including the cost of further delivery arrangements. Delivery of the goods shall be deemed to have taken place:
- (a) Where the goods are carried in a vehicle owned by the Company or in a vehicle owned by a carrier employed by the Company, when the vehicle is stationary as near to the point of delivery as it can reasonably get and the delivery note is tendered to the consignee.
- (b) Where the goods are carried in a vehicle sent or provided by or on behalf of the Buyer when the delivery note is tendered to the driver of the vehicle at the Company’s premises.
- (c) Where the goods are carried by a carrier other than in a vehicle owned by a carrier employed by the Company, when the delivery note is tendered to the driver of the vehicle at the Company’s premises.
- (d) Where the goods are carried by rail in accordance with the rail carriers Standard Terms and Conditions.
- 11. NOTIFICATION OF LOSS, DAMAGE OR NON DELIVERY
Notification of loss, damage or nondelivery of the goods shall be made to the Company by the Buyers as follows: - (a) Where the goods are delivered by rail full particulars of damage to or shortage of the goods shall be provided to the rail carrier in accordance with their terms and conditions of carriage, and in addition, full details require to be provided to the Company in writing by electronic mail, fax or first class recorded delivery post, within three working days of delivery by the rail carrier.
- (b) Where the goods are carried by road vehicles any damage to or shortage of goods shall so far as reasonably practicable, be brought to the notice of the driver of the vehicle at the time and full particulars of such loss or damage shall be noted on the receipt for delivery. Thereafter full particulars of any purported loss or damage, including such further loss or damage as may not have been reasonably ascertainable at the time, shall be notified in writing by electronic mail fax or first class recorded delivery post to the Company within three working days of the date of delivery.
12. TIME OF DELIVERY
The Company shall not be liable for failure to deliver by, or on, any particular date and time, or for any consequential direct or natural loss or damage sustained by the Buyer as a result of such failure.
13. TERMS OF PAYMENT
All payments are due at or before the time of delivery of goods, unless other payment terms have been expressly agreed in writing. Time of payment shall be of the essence. Where payment is not made by the due date, the Company shall be entitled to recover interest and statutory compensation costs on all sums outstanding in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 or any statutory successor thereto. If any payment is dishonoured or countermanded by the Buyer, the Company shall be entitled to charge the Buyer an administration fee of £25 plus VAT for each such occasion, together with any additional Bank charges or other costs incurred thereby.
14. PRICE
All prices quoted are exclusive of VAT, and installation costs and unless otherwise stated, are free of additional cost for delivery to the nominated drop location. The Company reserves the right to alter prices between the date of quotation and date of dispatch, the latter price will apply. However in that event, the customer may cancel the delivery and neither party shall have any claim for any loss or damage arising thereby.
15. EXCLUSION OF CONSEQUENTIAL DIRECT AND NATURAL LOSS
The Company and its servants or agents (on whose behalf the Company hereby contracts) shall not be liable to the Buyer for any loss, Injury, damage or claim arising out of or in connection with the implementation or breach of this contract or arising out of or in connection with the use of goods supplied by the Company save and except in the following situations:-
- (a) Nothing contained herein shall exclude any liability on the Company for death or personal injury arising from the negligence of its employees or agents.
- (b) Nothing contained herein shall exclude any liability on the Company that would be illegal to exclude or to attempt to exclude, including liability arising from fraud or fraudulent misrepresentation by or on behalf of the Company, its employees or agents.
- (c) Except in so far as provided for at sub paragraphs (a) and (b) hereof, in the event of the Company accepting liability or being found liable for any loss, injury, damage or claim of the Buyer arising out of or in connection with this contract, the Company’s liability thereto will be limited and will not exceed the cost of replacing (whether from the Company or elsewhere) the goods supplied with goods reasonably equivalent to those contracted for, together with the reasonable ancillary costs in relation thereto.
16. PROVISION OF SAMPLE GOODS
In no circumstances will the Company sell its goods by sample and the supply of sample goods to buyer or prospective buyers is not intended to provide them with a contractual specification of the goods or to constitute a sale or offer of sale by sample.
17. ORAL VARIATION
No employee of the company is authorised to vary these conditions orally and all oral variations shall be null and void.
18. CONSTRUCTION
The headings of conditions are for convenience only and shall not affect their interpretation.
19. GENERAL
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. If any provision of the Contract is found by any court, tribunal or istrative 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. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be considered as a waiver of any of its rights under the Contract. 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 items of the Contract. The parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it.
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