TERMS AND CONDITIONS OF SALE
1. GENERAL (a) The terms and Conditions of Sale outlined herein (thereinafter referred to as “the contract”) shall apply to the sale by Speck ABC UK Ltd (previously known as ABC Power Tools Services Limited) (therein referred to as “the Company”) to the person, firm or Company to whom the Company’s offer is made (hereinafter referred to as “the Purchaser”) of products, equipment and parts relating thereto (hereinafter referred to as “the equipment”). (b) Unless otherwise agreed in writing by the Company it shall be understood that the Company proceeding with any work shall be in accordance with the terms and conditions outlined herein. These terms and conditions shall prevail over any terms put forward by the purchaser, unless the Company agreed to them expressly in writing. No conduct by the Company shall be deemed to constitute acceptance of any terms put forward by the purchaser. (c) The Company reserve the right to charge interest at 5% over the base rate, from time to time, on all overdue accounts; such interest shall accrue on a day-to-day basis. (d)If any clause of this contract is held by any competent authority to be invalid or unenforceable in whole or in part, the other clauses of the contract and the remainder of the clause in question shall not be affected thereby. (e) Any error of any kind whatsoever in any invoice of the Company shall be notified to the Company within seven (7) days of receipt of such invoice by the Purchaser. Failure to notify as herein required shall mean that the Purchaser is deemed to accept that the invoice is correct in all respects. Notwithstanding the foregoing, where there has been an error in the price, and the Company notifies the Purchaser of the error, either before or after dispatch of the Equipment, the Purchaser will pay the correct price for the Equipment.
2. TITLE (a) Until payment in full has been made of all sums due to the Company under this contract (or in the case of the Company accepting any cheque, bill of exchange or promissory note, until the same has been honoured) the property in the equipment supplied by the Company, even if affixed to other goods of the purchaser or a third party or from any issue arising from point 5, shall remain in the Company. (b) The purchaser shall be at liberty to sell the goods as principal in the ordinary course of business, however the proceeds of any such sale and the benefit of any such contract of sale shall be the property of the Company and held in trust for the Company absolutely, provided always that the Company may by written notice terminate the purchaser’s power of sale at any time if it appears to the Company that the purchaser may go or threatens to go into receivership or liquidation and at any time after the termination of the power of sale, the Company may repossess the equipment. If necessary, the Company shall have the right to enter on to the purchaser’s property to recover the equipment or any part of it.
3. ASSIGNMENT Neither party shall assign or transfer this contract without prior written consent of the other party. The Company shall, however, be permitted to assign or transfer without written consent of the purchaser, the Company’s right to receive all or any portion of the payment due from the purchaser under the contract.
4. DELIVERY AND ACCEPTANCE OF GOODS
(a) Delivery dates quoted by the Company shall be interpreted as estimated and in no event shall such dates be construed as falling within the means of “time is the essence”. Goods may be delivered before or after this date and cannot be refused on the basis of arriving on an alternative date.
(b) It is the purchaser’s responsibility to thoroughly inspect the Goods and request the Courier to allow sufficient time for this before signing as delivered. Signature by a third party constitutes acceptance and liability for the Goods and considered as the purchaser’s acceptance. The purchaser’s acceptance of the Goods shall constitute a waiver of any claims for damage and/or delay.
(c) The purchaser has the right to reject the goods if damaged or do not conform. Goods should be signed for as damaged and notified to the Company immediately (within 24 hours) of this occurrence. Photographic evidence is also required to be submitted within 24 hours for consideration to the Company. The Company will acknowledge and look to remediate where possible. The Company will not accept rejection of Goods which have been signed for as we are unable to seek a claim.
(d) In the event of delay in performance due to any such cause the date of delivery or time for completion will be adjusted to reflect the actual length of time lost by reason of such delay to property reflect the delay.
(e) In light of Covid, social distancing and general business conduct, the Courier may ask to sign on behalf of the purchaser and leave the goods in an appropriate place. This Contract still applies. We will associate a signature of delivery by the Courier as acceptance of the goods in the condition they arrived.
5. PAYMENT
(a) Unless otherwise agreed between the parties, the terms of payment are net cash within thirty days of invoice and prices charged will be those ruling at date of despatch or pro forma if a new customer/older than 18 months. Agreed or existing credit terms lapse after 18 months of no trade.
(b) If the Purchaser has not traded with the Company for more than 18 months, payment terms will automatically be on a pro forma basis. Large or significant orders may be part/full pro forma or staged payments to secure the order despite a trading history.
(c) An initial payment or deposit may be asked to secure the order. This is non refundable should the order be cancelled by the Purchaser at any point following acknowledge of the purchase order.
(d) A restocking charge of 20% of the sales value of the goods applies should an order be cancelled at any point after a purchase order has been acknowledged and the goods have physically been built or have been returned to our site. If the goods have been delivered to the purchaser than full payment is expected unless returning as unwanted. If an order is cancelled part way through manufacturing, the cost associated with manufacturing the goods may be chargeable.
(e) Transport costs include import costs, duties and taxes, packing and delivery to site.
(f) Any disputes in relation to invoice payments should be made in a timely manner and before the invoice becomes overdue.
6. TAXES AND OTHER COSTS
All prices are exclusive of taxes (including without limitation any value added sales or similar tax), port rates, transportation, insurance, custom dues licence fees or other charges. All import and transport costs related to the goods are liable to be paid by the purchaser, whether initially disclosed or not.
7. SET OFFS
Neither the purchaser nor any affiliated Company or assignee shall have the right to claim compensation or to set off any claims against any amounts that become payable to the Company under this contract or otherwise.
8. WARRANTY (a) Unless a longer warranty period is agreed in writing between the Company and the purchaser, the Company warrants that for new pump and tool equipment supplied by it and delivered hereunder, will be free of manufacturing, assembly and general workmanship related defects for a period of twelve (12) months from the date/point of shipment. A similar warranty will apply on pump equipment repaired or refurbished by the Company of twelve (12) months and tool repairs with a shorter minimum warranty period of three (3) months. This excludes any delivery, acceptance or delay areas covered in point 5. (b) Should any failure to conform to this warranty be reported in writing to the Company within the said period, the Company shall, as its option, correct such nonconformity, by suitable repair to such equipment or by furnishing a replacement part Ex-works, provided the purchaser has checked the equipment upon signing for on delivery, properly stored, installed, maintained and operated such equipment in accordance with good industrial practices and complied with the specific recommendations of the original manufacturer. Where this has not been maintained, the Company cannot provide warranty and as per 2a, the equipment supplied by the Company remains their property until payment of all equipment supplied has been made.
(c) Accessories or equipment furnished by the Company, but manufactured by others shall carry whatever warranty the manufacturers have conveyed to the Company and which can be passed onto the purchaser. The Company shall not be liable for any repairs, replacements or adjustments to the equipment or any costs of labour performed by the purchaser or others without the Company’s prior written approval. The effect of corrosion, erosion and normal wear and tear are specifically excluded from the Company’s warranty. Performance warranties are limited to those specifically stated within the Company’s proposal. Unless responsibilities for meeting such performance, warranties are limited to specified shop or field tests, the Company’s obligation shall be to correct in the manner and for the period of time provided above.
(d) The Company excludes all other conditions, warranties or representations of all kinds implied, statutory or otherwise (except that of TITLE) including all implied warranties and conditions relating to satisfactory quality and fitness for a particular purpose.
(e) Corrections by the Company of nonconformities whether patent or latent, in the manner and for the period of time provided above shall constitute fulfilment of all liabilities of the Company for such nonconformities, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise with respect to or arising out of such equipment.
9. LIMITATION OF LIABILITY
(a) The remedies of the purchaser set forth herein are exclusive and the total liability of the Company with respect to the contract or the equipment and services furnished hereunder, in connection with the performance or breach thereof, or from the manufacture, sale delivery, installation, repair or technical direction covered by or furnished under this contract, whether based on contract, warranty, tort, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the unit of equipment upon which such liability is based.
(b) The Company and its suppliers shall not in no event be liable to the purchaser, any successors in interest or any beneficiary or assignee of this contract for any consequential, incidental, indirect, special of punitive damages arising out of this contract, or any breach hereof, or any defect in, or malfunction of the equipment supplied hereunder, whether based upon loss of use, lost profits, revenue or interest, lost goodwill, work stoppage, impairment of other goods, loss by reason of shutdown or non-operation, increased expenses of operation cost of purchase of replacement power or claims of the purchaser or customers of the purchaser for service interruption whether or not such loss or damage is based on contract, warranty, tort, negligence, indemnity, strict liability or otherwise.
10. GOVERNING LAW
(a) The rights and obligations of the purchaser and the Company shall be governed and construed in accordance with the laws of England and the purchaser submits to the non-exclusive jurisdiction of the English courts.
(b) The Company shall not be bound by or required to adhere to any term or provision of a purchase order, quotation, bid, letter of credit or like document or any provision of law regulation or custom, which would cause the Company to be in violation of or fail to comply with the laws, taxing statutes or regulations of the English jurisdiction.
11. EXECUTION
The Company shall not be bound by any contract or modification thereto until approved in writing by any officer of the Company. The Company when so approved shall supersede all previous communications, either oral or written.
12. PERSONAL DATA
(a) In the context of the performance of this Contract either Party and namely Company or Purchaser (“Data Recipient”) may process personal data relating to other Party’s (“Data Provider”) (i) vendors, (ii) customers, (iii) employees, or (iv) agents, directors or other individuals that are not employees (“Personal Data”). Such provision of Personal Data shall constitute an exchange from one controller to another controller. The Parties shall each as a controller for their own purposes process any Personal Data in compliance with applicable laws regarding the processing of Personal Data. Furthermore, the Data Recipient agrees that it as well as its employees, agents and contractors of any legal status, including but not limited to individuals, partnerships and corporations (“Agents”) will not use Personal Data for any purpose other than the fulfilment of this Contract and will not retain the Personal Data for longer than necessary. The Data Recipient and its Agents to whom Personal Data are provided shall maintain appropriate technical, organizational and security measures for the protection of Personal Data.
(b) The Data Recipient agrees to immediately report to the Data Provider any known or suspected (i) unauthorized access to the Personal Data, (ii) loss or theft of the Personal Data, and (iii) use or disclosure of Personal Data that violates the terms of this Agreement. The Data Recipient will mitigate, to the extent practicable, any harmful effects of any such events known to it or its Agents and cooperate with the Data Provider in providing any notices regarding such events which the Data Provider deems appropriate.
(c) Personal Data of the Purchaser may be processed by the Company for legitimate business reasons such as fulfilling purchase orders, processing invoices and receiving payments, honouring warranties for customer service agreements and part replacements, for general customer administration, website management, providing marketing information on products and services and events that may interest customer (with consent of individuals for direct marketing where legally required).
Speck ABC UK Ltd Terms and Conditions of Sale
Company Registration Number 3208595, VAT Number 310-4009-28