SYMBAND LTD
Terms & Conditions
APPLICATION
These Conditions apply to all sales of goods by SYMBAND LTD (“the Seller”) to any purchaser (“the Buyer”) and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller. Any purported provisions to the contrary are hereby excluded.
1.1 Full and complete title to the goods shall remain with the Seller until payment in full of the price therefore and any other amounts due from the Buyer to the Seller. Until such payment the Buyer shall have possession of the goods as fiduciary agent for the Seller and shall store the goods in such a way as to enable them to be identified as the property of the Seller, provided that if the Buyer is purchasing the goods for re-sale the Buyer may, unless and until the Seller specifies otherwise in writing, in the ordinary course of its business sell and deliver the goods to a third party but on the basis that the proceeds of any such sale are held in trust for the Seller.
1.2 The Seller reserves the right to re-possess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller’s servants and agents to enter upon all or any of its premises during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
1.3 Risk in the goods shall pass on delivery.
2.1 Whilst every effort will be made to meet delivery dates mentioned in correspondence such dates are approximate only and not of any contractual effect and the Seller shall not incur any liability by reasons of failure to deliver on any particular date or dates.
2.2 Delivery shall be at the Seller’s premises unless otherwise stipulated or agreed by the Seller.
2.3 Any delivery discrepancy must be notified to the Seller in writing within 72 hours of the delivery.
3.1 The prices payable for goods shall be those stated in the Sellers Price List. Stated prices apply only to the stipulated quantities. The Seller may at any time revise stated prices to take into account changes in costs occurring between the date of the Order Acceptance and the dispatch of the goods including (without limitation) costs of any materials carriage labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.
3.2 Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.
3.3 Delivery to mainland UK is free on orders over £100 ex VAT. Orders under this amount to mainland UK will be charged at cost. All deliveries to non-mainland UK addresses are charged at cost and will be agreed with the Buyer before the goods are dispatched.
4.1 Opening orders are on a pro-forma basis. Thereafter payment terms may be agreed between the parties. Where payment terms have been agreed, payment of such invoices shall unless otherwise specified by the Seller in writing or provided in these conditions be made within 28 days of the date of invoice.
4.2 Any extension of credit allowed to the Buyer may be changed or withdrawn by the Seller at any time.
4.3 The Seller reserves the right to charge interest on overdue accounts at the rate of 3% over Barclays bank base rate to run from the due date for payment thereof until receipt by the Seller of the full amount or not after judgement.
4.4 Invoices shall be paid in full without any deduction or set off.
5.1 No condition warranty or representation whether express or implied is given by the Seller that the goods will not infringe the rights of any third party when exported to or used or resold in any country outside the United Kingdom. The Buyer shall be solely liable for establishing whether goods may lawfully be so exported used or resold and shall indemnify the Seller against any and all liabilities claims losses and costs arising by reason of any infringement or alleged infringement of third part rights by reason of any such export use or resale.
6.1 The Seller shall not be liable to the Buyer:
i) for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within seven days of receipt of the goods,
ii) for damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Sellers own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within seven days of receipt of the goods or fourteen days of the date of dispatch shown in the Sellers advice notice whichever shall be earlier,
iii) for defects in the goods caused by any act, neglect or default of the Buyer or of any third party.
6.2 Where the Seller is found to be liable under the warranty in Condition 6.1 or for the shortages, damage or loss referred to in Condition 6.1 the sole responsibility of the Seller shall be at its option to make good any shortage or non-delivery and/or as appropriate replace any goods found to be damaged or defective and/or to refund to the Buyer the net price paid for the damaged, defective or undelivered goods. Goods which are the subject of a claim must be stored free of charge by the Buyer pending inspection by the Seller.
6.3 The Sellers aggregate liability to the Buyer whether for negligence breach of contract misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price invoiced to the Buyer in respect of any occurrence or series of occurrences. In no case will the Seller have any liability for indirect or consequential loss or loss of profit.
If the Buyer enters into a deed of arrangement or became bankrupt or compounds with his creditors or if a receiving order is made against him or if (being a Company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver or administrator is appointed of any of the buyers assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver administrator or manger or which entitle the Court to make a winding-up order or if the buyer takes or suffers any similar action in consequence of debts or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under Condition 1 and/or by notice in writing to the Buyer determine the contract.
8.1 Failure by the Seller to exercise or enforce any rights here-under shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
8.2 This contract may not be assigned by the Buyer without the prior written consent of the Seller.
8.3 Notices shall be deemed to have been duly given if sent by prepaid first class post or facsimile transmission or email to the party concerned at its last known address. Notices sent by post shall be deemed to have been given three days after dispatch, notices by email and notices sent by facsimile transmission on the date of dispatch.
8.4 This contract shall be governed by and construed in all respects in accordance with the Laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.