SWGR Industrial Supplies is hereinafter referred to as “SIS”. The party with whom the Company has entered or is about to enter into a contract is hereinafter referred to as “the Purchaser”. Any term or condition written by the Purchaser, which is inconsistent with these conditions shall be void and of no effect unless “SIS” shall specifically confirm in writing that such term is incorporated into the contract between the parties. All quotations and contracts for the supply of goods are made under these Conditions (“Terms & Conditions of Sale”) which shall at all times override any terms and conditions which the purchaser of such goods (“the Purchaser) imposes or seeks to impose.
All prices are subject to VAT where applicable. Prices are subject to change without notice. The price charged will be the prevailing price at the date of ordering.
- Payment Terms
- Payment terms are 30 days from the date of invoice and in default SIS shall be entitled without notice to the Purchaser to terminate any outstanding orders, withhold or suspend supplies, or reduce/suspend the Purchaser’s credit limit.
- In the event of default, SIS shall be entitled, at its discretion, to receive payment of all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.
- SIS shall be entitled to charge the Purchaser interest on late payments pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and the Purchaser will indemnify SIS in respect of all costs incurred by SIS in recovering payment including legal fees.
- In the event that the Purchaser pays by cheque and the cheque is subsequently returned by the Purchaser’s Bankers unpaid, the Purchaser will indemnify SIS in respect of bank charges incurred by SIS.
- The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
- SIS reserves the right to set off, deduct or discount any amounts due from SIS under any other arrangement with the Purchaser against any monies due to SIS under this Contract.
- Retention of Title
- Although risk in the goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchaser until SIS has received in cleared funds the full price payable for such goods and all other goods supplied by SIS to the Purchaser for which payment is then due.
- Until such time as legal title in the goods passes to the Purchaser, SIS may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are believed to be stored.
- In addition and without prejudice to any other right or remedy available to SIS, if the Purchaser is in breach of the payment terms or of any of its obligations under this condition, SIS shall be entitled to cancel the Contract, suspend further deliveries, or terminate any outstanding order without incurring any liability.
- Unless otherwise agreed, delivery of the goods shall take place at the Purchaser’s place of business.
- Where SIS makes delivery of the goods to the Purchaser’s place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation, transport costs, insurance and unloading, will at SIS’s option, be borne by the Purchaser.
- If for any reason the Purchaser does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk passing to the Purchaser and SIS may store the goods until actual delivery whereupon the Purchaser will be liable for all costs and expenses (including without limitation storage and insurance); or sell the goods at the best price readily obtainable and, after deduction of all reasonable storage and selling expense, change the Purchaser for any shortfall below the Contract price.
- SIS reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.
- The quantity of any consignment of goods as recorded by SIS upon dispatch from SIS’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
- Claims for shortages or damaged goods must be made in writing to SIS within 3 days of receipt of the goods.
- Claims for non-delivery must be made to SIS within 7 days of date of dispatch shown on invoice.
Returns will only be accepted at the discretion of SIS. Under no circumstances will returns be accepted without a duly completed returns note. Goods returned due to Purchaser error (excluding logo’s goods), may be accepted but will be subject to a handling charge. Only goods in perfect condition, with all original packaging intact, will be considered for return and credit (subject to handling charge). Goods returned on grounds of quality or defect will be returned to manufacturer and any refund will be dependent on the manufacturer’s inspection report.
- Cancellation of Orders
Where SIS have actioned an order, in the event of cancellation before shipment, the Purchaser will be responsible for any costs incurred by SIS, including the cost of the goods in the event that they cannot be returned to the manufacturer/distributor. A 15% cancellation fee may be added at the discretion of SIS.
If it can be demonstrated to the reasonable satisfaction of SIS that there is a defect in the goods, then SIS shall, at its sole discretion, replace the defective product or issue a credit note to the value of the defective item. This Condition shall not apply unless the Purchaser notifies SIS of the defect within 3 days of the time when the Purchaser ought to have discovered the defect, returns the defective item and complies with any reasonable request or instruction relating to the defective item. SIS shall be under no liability under the warranty in this Condition in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow SIS’s or the manufacturer’s instructions or if the total price for the goods has not been paid by the due date for payment. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goads Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value. SIS shall not be liable to the Purchaser for any indirect loss of profit, loss of business, loss of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract.
- Product Information
SIS has made every effort to ensure that details and information are accurate at the time of issue but gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included Accordingly, the Purchaser should check any details and information they wish to rely on with SIS at the time of purchase. SIS accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.
- Product Recalls and Safety
- The Purchaser shall comply at all times with the instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines.
- The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by SIS have all the information required on health and safety and SIS shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
- The Purchaser shall keep SIS properly informed of all complaints concerning the goods arid shall comply with any directions of SIS m any issues, proceedings or negotiations relating to such complaint.
- In the event of any recall of the goods by SIS the Purchaser shall co-operate promptly and fully with SIS.
- Force Majeure
SIS reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser without liability to the Purchaser if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of SIS 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, 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 180 days, the Purchaser shall be entitled to give notice in writing to SIS to terminate the Contract.
The Purchaser shall not be entitled to assign the Contract without the written consent of SIS. SIS may assign the Contract to any person, firm or company.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Scottish law and the parties submit to the exclusive jurisdiction of the Scottish courts.
SWGR Industrial Supplies, 270 Petershill Road, Glasgow G21 4AY
Tel: 0141 557 6138 Fax: 0141 557 6137 Email: firstname.lastname@example.org
(SWGR Industrial Supplies is a trading division of SW Global Resourcing limited, registered in Scotland (SC112898) at the above address).