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1 DEFINITIONS – In this document words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys the Goods;
1.2 “Goods” means the items supplied to the Buyer from the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade-marks, know- how and all other forms of intellectual property;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller.
1.5 “Seller” means UKSAFETY Mats, 2 East Ballewan Farm, Blanefield, Glasgow, Scotland. G63 9AJ
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. For UK customers, carriage will be charged to the Buyer at the rate specified on www.uksafetymats.co.uk . Goods supplied to non-UK Customers will be charged based on freight costs which are calculated at the time of order or supplied on an ex-works basis.
3.2 Payment of the price and VAT and any other applicable costs shall be due before shipment of the goods is completed. Payment terms other than these may be agreed between The Seller and Buyer and will be confirmed in writing by the Seller to the Buyer.
4 DELIVERY AND RETURNS
4.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
4.3 Only for Goods supplied ‘carriage paid’ by the Seller, the Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage and supply photographs of the damaged items within 48 hours of delivery.
4.4 Orders for Goods not covered by point 4.7 below may be cancelled either before or up to seven working days after the Goods are delivered. This must be done in writing, via e-mail, fax or letter.
4.5 Returned Goods must be in New and Unused Condition and are to be returned to UKSAFETY Mats at the Buyers cost. If the Seller collects the goods the cost of collection will be deducted from any refund or amount due to the Buyer. Goods can only be returned after written agreement has been issued by the Seller.
4.6 Where a return has been agreed and the Goods have been inspected and approved as new and unused, a refund of amount due will be made within 30 days of the inspection of the Goods.
4.7 Goods which are bespoke, printed, personalised or manufactured for a specific Buyer cannot be cancelled or returned notwithstanding the provisions of section 7 below.
Risk in the Goods shall pass to the Buyer at the moment the Goods are delivered to the buyers premises. Where the Buyer chooses to collect the Goods, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
6 RETENTION OF TITLE
The passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which the full price of the goods there under has not been paid.
7.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from the date of delivery, subject to the following conditions:
7.1.1 the Buyer notifying the Seller in writing within 14 days of receipt of the Goods;
7.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.
7.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
7.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
7.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
8.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract.
9 LIMITATION OF LIABILITY
9.1 Where any court or arbitrator determines that any part of Clause 8 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
9.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
10 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
11 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
12 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
15 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.