GENERAL (1) ”the Company” means Sutcliffe Play Limited and ”the Customer” means the person, firm, or local authority whose order for the supply of goods and/or services (“Order”) is accepted by the Company (2) “Consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. (3) ‘the Goods’ means the goods which are the subject of such Order and “the Services” means the installation services supplied by the Company to the Customer as set out in the Order. (4) ”the Order Acknowledgement” means the written statement supplied to the Customer by the Company confirming acceptance of an order at which point and on which date the contract (“the Contract”) between the parties shall come into existence in accordance with these Conditions of Sale. (5) All prices quoted by the Company are based upon these Conditions of Sale and shall be the price stated in the Order Acknowledgement. (6) These Conditions of Sale apply to the Order to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice of course of dealings. (7) No agent or salesman of the Company has authority to give any guarantee or warranty on behalf of the Company or to transact business other than on these Conditions of Sale. Any quotation given by the Company shall not constitute an offer and is only valid for 90 business days from its date of issue. (8) Please note that special terms apply to Consumers, which prevail over the other provisions of these Conditions of Sale. Customers who are Consumers are referred to Clause 22.
BASIS OF CONTRACT (1) No binding contract is created until the issue by the Company of an Order Acknowledgement and all prior correspondence or oral communications will be regarded as superseded and not forming part of the contract. Prices quoted are subject to revision for errors and omissions at any time. (2) The minimum order that the Company accepts under these Conditions (excluding V.A.T. and carriage costs) is £30.
SUPPLY OF GOODS (1) The Goods are described in the Company’s catalogue or as modified in the Order Acknowledgment (2) The Company reserves the right to amend the specification of the Goods if required by any applicable law or regulatory requirements.
SUPPLY OF SERVICES (1) The Company shall supply the Services to the Customer in accordance with the specification detailed in the Order Acknowledgement. (2) The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Acknowledgment, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. (3) The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event. (4) The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
TECHNICAL DATA All drawings, descriptive matter, price lists or advertisements whether or not supplied with the quotation or tender are approximate only and intended merely to give a general idea of the goods described therein and shall not form part of the contract between the Company and the Customer and shall not have any contractual force.
WARRANTIES (1) The Supplier warrants that on delivery, and for a period of 12 months (or such other period as may be specified in the Order Acknowledgment or warranty documentation provided) from the date of delivery (“Warranty Period”), the Goods shall conform with their description as set out in the Order. (2) Subject to clause 6(3) if (a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6(1); (b) the Company is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. (3) The Company shall not be liable for the Goods’ failure to comply with the warranty in clause 6(1) if (a) the Customer makes any further use of such Goods after giving a notice in accordance with Clause 6(2); (b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice (c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer (d) the Customer alters or repairs such Goods without the written consent of the Company (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions or (f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards. (4) Except as provided in this clause 6, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6(1). The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under clause 6(2).N.B. Galvanising: The quality of galvanising can vary and over time, (usually 6 months) the surfaces oxidise, become more even and usually have a darker, more muted finish. This is due to the base steel varying as a result of silicon used within the steel making process. This excess silicon is released as a gas with the majority displaced when it is first dipped in the galvanising bath to seal the steel. It is also due to the bath used to dip the steel having various contaminates in it from previous processing that build up in time. We endeavour to use suppliers of galvanising that offer the highest quality and regularly assess the products supplied to us.
DELIVERY (1) Any dates quoted for delivery of the Goods or for the completion of the Services whether specified in the Company’s quotation or otherwise given by the Company is approximate only and the time of delivery is not of the essence. In no circumstances shall the Company be liable for any loss or damage sustained by the Customer in consequence of failure to deliver within such time or by such date or in consequence of any other delay in delivery however caused. (2) Unless otherwise agreed in writing, delivery shall be made in the case of sales within the United Kingdom at the premises specified by the Customer and, in the case of export sales, at the United Kingdom port of shipment or such other location specified by the Customer in the Order and which has been accepted by the Company in the Order Acknowledgement. Subject to Condition 7(4) the risk in the Goods shall pass to the Customer upon delivery (when off loaded from any vehicle operated by the Company or its appointed carrier) or, in the case of export sales, upon the goods leaving the Company’s premises. (3) The Company may deliver the Goods in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. (4) If delivery of the Goods is delayed through any act or omission of the Customer, the Company may put the Goods into storage at the Customer’s risk and expense.
TITLEAND RISK (1) The risk in the Goods shall pass to the Customer on completion of delivery. (2) Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums. (3) Until title to the Goods has passed to the Customer, the Customer shall (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery (d) notify the Company immediately if it becomes subject to a bankruptcy petition, administration or winding up order and (e) give the Company such information relating to the Goods as the Company may require from time to time. (4) Subject to clause 8(5), the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time (a) it does so as principal and not as the Company’s agent and (b) title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs. (5) If before title to the Goods passes to the Customer the Customer becomes subject to a bankruptcy petition, administration nor winding up order, then, without limiting any other right or remedy the Company may have (a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately and (b) the Supplier may at any time (i) require the Customer to deliver up all Goods in its possession which have not been resold (or irrevocably incorporated into another product) and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.(6) In the event of the Goods or any part thereof being constructed, erected or incorporated in any part of any premises or as a constituent part of any premises prior to payment of all sums due to the Company from the Customer, the Customer shall in the event of the sale of such premises, hold that part of the proceeds of sale of the said premises as attributable to the Goods (or such part of the goods as are contained in or affixed to the said premises) on trust for the Company and will account to the Company for the part of the said proceeds of sale as are attributable to the Goods.
PRICE (1) Unless a quotation or tender has been submitted by the Company, the price of the Goods shall be (subject to Clause 10 of these Conditions) the price at the date of acceptance of the Order as specified in the Order Acknowledgement (2) If a quotation or tender has been submitted by the Company it will accept orders which are received by the Company within 90 days of the date of such quotation or tender at the price stated in that quotation or tender. Upon the expiry of 90 days from the date of the quotation or tender a revised quotation should be obtained from the Company. (3) The price of the Goods shall exclusive of Value Added Tax and other taxes and the cost of any special packing required by the Customer. (4) Any increase in costs or expenses arising from any act or omission or any special requirements of the Customer or any modifications made at the Customer’s request may, at the Company’s option, be charged to the Customer. (5) Subject to clause 7, the Company shall (unless otherwise agreed with the Customer) arrange delivery of the goods and shall be entitled to charge for such delivery as follows: Carriage is calculated on the List Price of the goods and is subject to a minimum charge of £15. Goods value up to £2,500 = 10% of goods value. Goods value between £2,501 and £5,000 = 7.5% of goods value. Goods value over £5000 = 4% of goods value. Lifting Gear is an additional cost of a minimum of £300 to normal carriage charges.
VARIATIONS TO SPECIFICATION AND PRICE (1) The Company reserves the right to substitute other components or materials of equivalent strength and quality when the components or materials specified are not readily available. (2) The Company shall be entitled to alter the price payable by the Customer to reflect any increase in labour for the provision of the Services or raw materials incurred since the date of the Order Acknowledgement and prior to delivery of the Goods and/or Services the Company shall notify the Customer in writing of any increase so arising. In the event that the Customer does not within three working days of such notice give notice of cancellation of the order to the Company on the grounds of the increased price, the Customer shall be deemed to have accepted such price alteration and the Company shall be entitled to make delivery of the Goods and/or provide the Services at the revised price.
LOSS OR DAMAGE IN TRANSIT (1) The Company shall not in any event be liable for any loss of or damage to the Goods whilst in transit unless the Customer has provided written notice thereof to the Company as follows (a) in the case of loss or damage to the Goods delivered to the Customer, notice to be provided within 3 days of the date of delivery or (b) in the case of goods not delivered, notice to be provided within 7 days of the date upon which the Company’s invoice in respect of the goods has been issued by the Company or (if for any reason such invoice is not received by the Customer) forthwith upon it coming to the attention of the Customer that the goods have not arrived at the premises where delivery should have been made to. Provided that if the Customer provides evidence (i) that it was not reasonably possible for him to give such notice to the Company within the appropriate period and (ii) that notice was given within a reasonable time, the Company shall not be entitled to rely on the time limits stipulated by this Condition. (2) The Company shall not in any event be liable for any loss of or damage to the goods where the goods are transported by an outside freight carrier unless the Customer has complied in all respects with the freight carrier’s conditions of carriage for notifying claims for loss or damage in transit. (3) Any liability which the Company may incur for loss of or damage to the goods whilst in transit shall in no case exceed the invoice value of the goods and in no circumstances shall the Company be liable for any indirect or consequential loss howsoever caused.
PAYMENT (1) Unless otherwise agreed in writing and except in the case of orders for delivery to overseas Customers, all accounts shall be paid net. (2) In respect of Goods, the Company shall invoice the Customer on or at any time after completion of delivery. (3) In respect of Services, the Company shall invoice the Customer on completion of the Services. (4) The Customer shall pay each invoice submitted by the Company (a) within 30 days of the date of the invoice and (b) in full and in cleared funds to a bank account nominated by the Company in writing or by cheque or money order made payable to the Company. Time for payment shall be of the essence under the Contract. (5) Unless otherwise agreed in writing by the Company, orders from overseas Customers are accepted strictly on the basis that delivery of the Goods shall be made against an irrevocable confirmed letter of credit in sterling. (6) If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at a rate of 2% per anum above the base rate from time to time of HSBC Bank plc. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Customer shall pay interest together with the overdue amount.
SUSPENSION OR CANCELLATION OF DELIVERIES (1) If the Customer shall fail to pay to the Company on the due date any sum payable under the Contract, or shall be the subject of an order in bankruptcy made against him or make any arrangement with his creditors or being a body corporate shall have a receiver appointed or if any order shall be made or any resolution passed for winding up the same, the Company may without prejudice to its other rights, demand immediate payment by the Customer of all unpaid accounts and suspend further deliveries and/or performance of Services and cancel this and any other contract between the Company and Customer. (2) The Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly as a result of the Company’s suspension or cancellation of the deliveries and/or performance of the Services (3) The Customer shall reimburse on written demand any costs or losses sustained or incurred by the Company arising directly or indirectly as a result of such cancellation or suspension of deliveries and/or performance of the Services.
LIMITATION OF LIABILITY (1) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. (2) Except for any liability which may incur for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation or any statutory provisions which cannot be excluded by law, the Company shall not be liable whether in contract, in tort (including negligence, breach of statutory duty, or otherwise, for any loss of profit, or any indirect of consequential loss arising under or in connection with the Contract.(3) The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract whether in contract, tort (including negligence breach of statutory duty or otherwise, shall not exceed the price paid by the Customer for the Goods and/or the Services.
LIEN The Company shall have a general lien in respect of all sums due from the Customer upon all Goods to be supplied to such Customer or upon which Services have been carried out on the Customer’s behalf and upon 14 days written notice to the Customer, may sell such Goods and apply the proceeds towards the satisfaction of the sums due to the Company.
INDEMNITY Where the goods supplied by the Company to the Customer have been designed, produced or altered or modified to the specific requirements of the Customer the Company shall have no liability to the Customer arising out of any defect (other than a manufacturing defect) in the quality or performance characteristics of the Goods and the Customer in requiring the Company to undertake such design production or modification that it shall indemnify the Company from any claim made against the Company by a third party for death, personal injury or damage to property arising out of or in connection with the defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Customer.
DESIGN SERVICE If required by the Customer the Company shall make available to the Customer the services of its design studies but subject to the Company having responsibility for the design only and not the structural integrity of any products so designed.
FORCE MAJEURE (1) For the purposes of these Conditions of Sale, Force Majeure Event means an event beyond the reasonable control of the Company (2) The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event. (3) If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than 8 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer. If the Company exercises its rights under this clause 18, the Customer shall pay to the Company any outstanding invoices and for Services carried out but not yet invoiced
CUSTOMER’S OBLIGATIONS (1) Where the Company has agreed to undertake Services for the Customer, the Customer warrants (and the Company shall be treated as having relied on such warranty) that it has provided to the Company sufficient particulars in writing for the Company to make adequate provision for such Services in its Order Acknowledgement to the Customer. The particulars provided shall include details of any equipment to be installed, the location of which may be in conflict with the goods to be installed by the Company. In the event that the Company shall require to undertake additional Services or provide additional material not provided for in its Order Acknowledgement, the Company shall be entitled to charge the Customer at appropriate rates for the supply of materials or labour as required. (2) The Customer shall be responsible for notifying the Company in writing of a date upon which the Services shall commence, unless the Company advises the Customer that for reasons beyond its reasonable control an alternative date is required. (3) The Company shall attend at the Customer’s premises where the Services shall be carried out on the due date and commence the Services in accordance with the terms of the Order Acknowledgement. The Customer shall ensure that the Company is provided with safe and adequate means of access to all areas where the Services are to be carried out and that adequate working conditions (including supplies of electricity and adequate lighting) are available during the period of installation. (4) The Customer shall ensure that the Company is provided with unobstructed access for the purpose of installing the Goods. (5) Where a date has been agreed between the Company and the Customer for completion of the Services, the Company shall be entitled to require access to the Customer’s premises for the purpose of carrying out such Services during such working hours as shall be agreed between the Company and the Customer. (6) All goods supplied by the Company to the Customer for the provision of the Services shall conform with the Order Acknowledgement. If alternative colours or shades of materials for the Goods are required by the Customer, these must be expressly agreed by the Company in its Order Acknowledgement. (7) If the Customer shall be in breach of any of the obligations of this clause 19, the Customer agrees that it shall meet all reasonable costs incurred and losses sustained by the Company in relation to such breach.
CONFIDENTIAL INFORMATION (1) Each party shall preserve the confidentiality of all confidential information of the other which it receives, keep such information secure and protected against theft, damage, loss or unauthorised access, and not use such information for any purpose except as contemplated by the Contract. (2) Each party shall ensure that such obligations are observed by its employees, officers, agents and contractors. (3) These obligations shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient.
SEVERANCEAND WAIVER (1) If any provision in these Conditions is held to be invalid or unenforceable, it shall be deemed severed from the Conditions and this shall not affect the validity or enforceability of the remaining provisions. (2) Any waiver of a breach of these Conditions must be in writing.
CONSUMER CONTRACTS (INFORMATION, CANCELLATION AND ADDITIONAL CHARGES) REGULATIONS 2013 (1) Contracts for the purchase of goods by a Customer not acting in the course of a business (a Consumer) and made over the telephone or by mail order, are, with the exception of certain excepted contracts, subject to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (‘the Regulations’). (2) If the Regulations apply, Customers may cancel goods purchased from the Company by sending a written notice of cancellation (in the form made available to Consumers by the Company) by post or hand delivery addressed to Waggon Lane, Upton, Pontefract, WF9 1JS. (3) The notice of cancellation must be delivered within fourteen (14) calendar days of the day after date of delivery of the goods. (4) The Customer will be responsible for the cost of returning the goods if he or she exercises this right of cancellation under the Regulations. If the Customer does not actually return the goods to the Company, the Customer is under a duty to make the goods available for collection at the Customer’s expense from the address to which they were delivered. (5) The Customer is under a duty to retain possession of the goods whilst awaiting return to the Company and to take reasonable care of them during this period. The Customer will be liable for any loss of or damage to the goods if he or she fails to comply with this obligation. (6) To be entitled to a refund, the Customer must return all cancelled goods within 14 calendar days from the date of cancellation. A refund will be made to the Consumer Customer only after receipt by the Company of the cancelled goods (or evidence is provided to the Company of such return). All refunds will be subject to a deduction of an amount for any diminished value in the returned goods.
GOVERNING LAW AND JURISDICTION (1) These Conditions of Sale and any dispute or claim arising out of or in connection with it or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales. (2) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions of Sale, any resulting Contract or its subject matter or formation (including non-contractual disputes or claims).
Sutcliffe Play Ltd Waggon Lane Upton Pontefract WF9 1JS United Kingdom