SHEFFIELD INDUSTRIAL SAWS LIMITED
General Conditions Of Sale : -
In these conditions “The Seller” means Sheffield
Industrial Saws Limited
1. GENERAL
(a)
The
Seller’ quotations are not binding on the Seller and a contract (“the
contract”) will only come into being:
(i) in the case of orders to be delivered within the
(ii) in
the case of orders to be delivered outside the United Kingdom, upon whichever shall
be the later of acceptance in writing by the Seller of the Customer’s order or
notification to the Seller that any Letter of Credit (which the Seller may have
requested prior so written acceptance of the order) has been opened and that
any necessary export or import licence or exchange permit has been granted.
and the following conditions shall be deemed to be
incorporated therein.
(b)
The
Contract will be subject to these conditions. All terms and conditions
appearing or referred to in the Customer’s order or otherwise stipulated by the
Customer shall have no effect. Any variation of the contract must be confirmed
in writing by the Seller.
2.
PRICES
(a) Where the goods are sold by reference to the Seller’s published price list the price payable for the goods shall be the ruling price as published in the price list current at the date of despatch of the goods from the Seller’s premises (in the case of orders to be delivered within the United Kingdom) or in the price list current at the date of written acknowledgement of the Customer’s order by the Seller (in the case of orders to be delivered outside the United Kingdom).
(b)
In other cases the price stated in the
contract is based on the cost to the Seller of raw materials, fuel and power,
transport and labour and all other costs at the date of acceptance of the order
or quotation (whichever is earlier). If at the date of despatch of the goods
from the Seller’s premises there has been any increase in all or any of such
costs the price payable for the goods may at the request of the Seller be
increased accordingly.
(c)
Where
the price for the goods is varied in accordance with this condition the price
as varied shall be binding on both parties and shall not give either party any
option of cancellation.
(d)
Unless
specifically agreed otherwise there shall be added to the price for the goods
any value added tax and any other tax or duty relating to the manufacture,
transportation, export, import, sale or delivery of the goods (whether
initially charged on or payable by the Seller to the Customer). The price for
the goods includes delivery to the Customer’s works or in the case of orders
from outside the
(e)
Quotations
in a currency other than sterling are based on the rate of exchange fixed by
the Seller at the time of acknowledging in writing the Customer’s order and
unless otherwise stated the price may be subject to revision by the Seller up
or down if any different rate of exchange is ruling at the date of invoice.
3.
TERMS OF PAYMENT
Prices
quoted are net and are in
Where
goods are to be delivered outside the
a)
PRIVACY POLICY
Any credit/Debit card information given by customers will
only be used for a specific transaction. The Seller shall make nor keep any record of card numbers nor any other relevant financial
information.
The Seller does not store any financial information relating
to it’s customers including credit/debit card detail.
Credit/Debit card transactions shall only be dealt with by
authorised members of staff and shall be conducted using PayPal
Virtual Terminal facility.
4.
TITLE TO GOODS
(a)
Legal
and beneficial ownership of goods shall remain with the Seller until payment in
full has been received by the Seller:
(i)
for
those goods
(ii)
for any
other goods supplied by the Seller
(iii)
of any other monies due from the Customer to the Seller on any
account.
(b)
Until
property in the goods passes to the Customer under paragraph (a) above the
Customer shall:
(i)
be
bailee of the goods
(ii)
keep the goods separately and readily identifiable as the
property of the Seller.
(c)
(i)
Notwithstanding
paragraph (a) above the Customer may (as between it and its customer only) as
principal in the ordinary course of its business sell the goods by bonafide
sale at full market value or in the ordinary course of its business use the
goods.
(ii)
Goods
shall be deemed sold or used in the order delivered to the Customer.
(iii)
Without
prejudice to (c)(ii) above, any resale by the Customer
of goods in which property has not passed to the Customer shall (as between the
Seller and the Customer) be made by the Customer as agent for the Seller.
(d)
(i)
If
goods in which property has not passed to the Customer are mixed with or
incorporated into other goods the property in those other goods shall be held
on trust by the Customer for the Seller to the full extent of the sums
recoverable by the Seller under paragraph (a) above.
(ii)
The
proceeds of sale of any goods and any other goods referred to in paragraph (d)(i) above shall be held by the Customer in trust for the
Seller to the extent of all sums recoverable by the Seller under paragraph (a)
above.
(iii)
The
Customer shall keep any proceeds of sale as referred to in paragraph (d)(ii) above in a separate account and the Seller shall have
the right to trace such proceeds.
(iv)
Upon
accounting to the Seller for the entire proceeds of sales made under paragraphs
(c)(iii) and (d)(i) above the Customer will pay to the
Seller a commission equivalent to the difference between the sums owned to the
Seller and the value of such proceeds.
(e)
The
Customer assigns to the Seller all rights and claims the Customer may have
against its own customers and others in respect of goods specified in
paragraphs (c)(iii) and (d)(i) above.
(f)
At any time prior to property in
goods passing to the Customer (whether or not payment to the Seller is then
overdue or the Customer is otherwise in breach of any obligation to the Seller)
the Seller may without prejudice to any other of its rights:
(i) retake possession of all or any part of
the goods and enter any premises for that purpose (or authorise others to do
so) which the Customer hereby authorises
(ii)require delivery up to it of all or any
part of the goods
(iii) terminate the Customer’s authority to
resell or use the goods forthwith by written notice to the Customer which
authority shall automatically terminate (without notice) upon any insolvency of
the Customer or it going into liquidation (as defined in the Insolvency Act
1986) or it having a receiver or administrative receiver appointed or it
becoming subject to an administration order or calling a meeting of its
creditors or any execution or distress being levied on goods in its possession.
(g)
The
Seller may at any time appropriate sums received from the Customer, as it
thinks fit notwithstanding any purported appropriation of the Customer.
(h)
Each
paragraph and sub-paragraph of this clause is separate
severable and distinct.
5.
WARRANTY; LIMIT OF RESPONSIBILITY
(a)
The
Seller warrants that it will (at the Seller’s choice) either repair or replace,
or refund the full purchase price of any goods which are found in relation to
the supply of goods within a period of 12 months from despatch of such goods
from the Seller’s premises (“the warranty period”) to be defective or not in
accordance with the contract or any express description or representation given
or made by or on behalf of the Seller in respect of the goods save that this
warranty shall not apply where the defect or fault is attributable to defective
materials supplied by third partied where the Customer’s only remedy will be
against that third party. The Customer’s remedies in respect of any claim under
the foregoing express warranty or any condition or warranty implied by law or
any other claim in respect of the goods or any workmanship in relation thereto
(whether or not involving negligence on the part of the Seller) shall in all
cases be limited to repair, replacement or refund of the purchase price as
aforesaid and any condition or warranty implied by law shall cease to apply
after the expiry of the warranty period; and the Seller shall not in any
circumstances be liable for any damages, compensation, costs, expenses, losses
or other liabilities, whether direct or consequential, and any other remedy
which would otherwise be available in law is hereby excluded except to the
extent that such exclusion is prohibited by any rule of law. A claim in respect
of any defect or failure to comply with the specification or in respect of any
delivery or instalment of any order or any part thereof shall not entitle the
Customer to cancel or refuse delivery of or payment for any other order,
delivery or instalment or any part of the same order, delivery or instalment.
(b)
Any
guarantee or warranty expressly given to the end-user of any product made by
the Seller is expressly excluded from these conditions and shall not be for the
benefit of the Customer.
6.
DELIVERY AND COMPLETION DATES
(a)
The
delivery dates specified in the contract are approximate only and unless
otherwise expressly stated, time is not of the essence for delivery. The Seller
will not be liable in any circumstances for the consequences of any delay in
delivery or failure to deliver.
(b)
No
delay shall entitle the Customer to reject any delivery or any further
instalment or part of the order or any other order from the Customer or to
repudiate the contract of the order.
7.
DAMAGE, SHORTAGE OR LOSS IN TRANSIT
(a)
In the
case of sales to Customers within the
(b)
In the
case of sales to Customers outside the United Kingdom risk passes at the point
specified in the contract and the Sellers will entertain a claim by the
Customer in respect of loss or damage in transit only if the Customer:
(i)
gives
written notice to the Seller within 21 days of non-delivery or within 7 days of
the delivery in any other case and;
(ii)
where the goods are transported by an independent freight
carrier, complies in all respects with the freight carrier’s conditions of
carriage for notifying claims for loss or damage in transit.
8.
DELAYED ACCEPTANCE
If for
any reason the Customer is unable to accept delivery of the goods when the
goods are due and ready for delivery the Seller may arrange storage of the
goods at the Customer’s risk and the Customer shall be liable to the Seller for
the reasonable costs (including insurance) of such storage. This provision is
without prejudice to any other right which the Seller may have in respect of
the Customer’s failure to take delivery of the goods or pay for them in
accordance with the contract.
9.
TERMINATION
If the
Customer enters into a deed of arrangement or commits an act of bankruptcy or
compounds with his creditors or if a receiving order is made against him or
(being a company) it shall pass a resolution or the Court shall make an order
that the Customer shall be wound up (otherwise than for the purposes of
amalgamation or reconstruction) or shall become subject to an administration
order or if a receiver (including an administrative receiver) shall be
appointed of any of the assets or undertaking of the Customer or if
circumstances shall arise which entitle the Court or a creditor to appoint a
receiver (including an administrative receiver) or a manager or which entitle
the Court to make a winding up order or if the Customer takes or suffers any
similar action in consequence of debt or if the financial responsibility of the
Customer shall, in the opinion of the Seller become impaired or if the Customer
shall commit any breach of any part of the contract the Seller may without
prejudice to its rights and remedies hereunder stop all goods in transit and
suspend further deliveries and by notice in writing to the Customer may
forthwith terminate the contract.
10.
TOLERANCES
AND TESTS
Unless
otherwise specifically agreed all tests, test pieces and inspections whatsoever
required by the Customer will be charged extra. All tests and inspections
(whether or not being tests of chemical composition) shall take place under the
Seller’s standards testing arrangements, and such test shall be final. All
tests are subject to analytical tolerances.
11.
PATENTS
The
Customer shall indemnify the Seller against all actions, costs (including the
cost of defending any legal proceedings) claims proceedings, accounts and
damages in respect of any infringement or alleged infringement of any patent,
registered design, unregistered design, design right, copyright, trademark or
other industrial or intellectual property rights resulting from compliance by
the Seller with the Customer’s instructions, whether express or implied.
12.
INDEMNITY
The
Customer agrees upon demand to indemnify the Seller against all losses,
damages, injury, costs and expenses of whatever nature suffered by the Seller
to the extent that the same are caused by or related to:
(i) designs, drawings or specifications given to the Seller by
the Customer in respect of goods
produced by the Seller for the Customer; or
(ii) defective materials or products supplied by the Customer to
the Seller in goods produced by the Seller for the Customer; or
(iii) the improper incorporation assembly, use, processing,
storage or handling of goods by the Customer.
13.
NON-STANDRAD
ORDERS
Where
the Customer orders goods or materials of a type, size or quality not normally
produced by the Seller, the Seller will use all reasonable endeavours to
execute the order, but if it proves impossible, impracticable or uneconomical
to carry out or complete the order, the Seller reserves the right to cancel the
contract or the uncompleted balance thereof, in which event the Customer will
only be liable to pay for the part thereof actually delivered.
14.
PATTERNS,
DIES, TOOLS, DRAWINGS AND EQUIPMENT
(a)
Where
the Customer supplies patterns, dies, tools, drawings or equipment, the Seller
shall be entitled to assume that the same are in good condition, true to
drawing and entirely suitable to the Seller’s methods of production, and for
the production of the goods ordered in the quantities required.
(b)
While
the Seller uses all reasonable endeavours to verify patterns, dies, tools,
drawings and equipment supplied by the Customer no responsibility is accepted
by the Seller for their accuracy.
(c)
All
replacements, alterations and repairs to the Customer’s patterns, dies, tools,
drawing and equipment shall be paid for by the Customer.
(d)
Where
the patterns, dies, tools, drawings and equipment are not supplied by the
Customer only those which are specially made by the Seller and separately
charged to the Customer in full, shall, when paid for by the Customer become
the property of the Customer.
(e)
Carriage
on patterns, dies, tools and equipment supplied by the Customer will be paid by
the Seller in one direction only.
(f) The
Seller will take all reasonable care of the Customer’s patterns, dies, tools,
drawings and equipment while in the Seller’s possession but does not accept
liability for loss or damage thereto, howsoever arising, except where neglect
on the part of the Seller or its agents was the direct cause of loss or damage
and in those circumstances the Seller’s liability shall be limited to the
actual cost of replacement or repair to the exclusion of all other expenses,
consequential losses, loss of profits and other expenses, liabilities and
losses howsoever arising.
(g)
The
Seller reserves the right to destroy or otherwise dispose of patterns, dies,
tools, drawings and equipment in its possession or custody (whether or not the
property of the Customer) from which the Customer has not required goods to be
made for a period of 12 months or more in the case of patterns and three years
or more in all other cases.
15.
PACKING
The
seller uses its best endeavours to ensure, where necessary, suitability of
packing before despatch, but no claim will be accepted by the Seller for
breakage or damage in transit on the ground of alleged unsuitability for
packing.
16.
SUB-CONTRACTING
The
Seller shall be entitled to sub-contract any work relating to the contract
without obtaining the consent of, or giving notice to, the Customer.
17.
APPLICABLE
LAW
The
contract shall in all respects be governed by and construed in accordance with
English Law and the Customer hereby submits to the non-exclusive jurisdiction
of the English Courts.
Sheffield Industrial Saws Limited
Atlas Way
Atlas North
Sheffield S4 7QQ
Sales Office 0114
2250820
Fax 0114
2250810
E’mail Sales@sheffsaws.com
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