SOLAR STEEL SYSTEMS LTD
TERMS & CONDITIONS OF SALE
1. DEFINITION: In these conditions” the Company” shall mean Solar Steel Limited, “the Goods” shall mean the products supplied by the Company and “the Client” shall mean the Company, firm or person buying the Goods from the Company.
2. APPLICATION OF CONDITIONS: All goods supplied by the Company are supplied on the following terms and conditions upon which no variation shall have effect unless expressly accepted by a Director of the Company in writing. The Company’s conditions exclude any other terms and conditions which the Client may seek to impose whether or not the Client’s conditions are contained in any offer acceptance or counter offer made by the Client.
3.QUOTATIONS: All quotations given by the Company are subject to written acceptance by the Company on receipt of the Client’s order and a contract will only be formed when the Company has accepted the Client’s order or (if sooner) the Company procures goods for the order.
4. DESCRIPTION OF GOODS: All descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company, or otherwise contained in the Company’s published material are approximate only and none of these shall form part of any contract or give rise to any independent or collateral liability upon the Company being intended merely as a representation of the Goods as described therein.
5. PRICE: All prices quoted are the Company’s current prices at the time of quotation and are ex-works and exclusive of VAT, unless otherwise stated. The price payable for Goods shall be the price ruling at the date of despatch and the Company shall be entitled to adjust the price of the Goods at any time between the date of confirmation of order and the date of delivery of the Goods, so as to take account of any increased costs incurred by the Company or changes to its list price.
6.1 Delivery shall be deemed to have been effected when the Goods leave the Company’s premises.
6.2 Time for delivery is not of the essence and the Company shall not be liable for any loss or damage caused by late delivery or by non-delivery.
6.3 The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Where delivery is made by instalments, each instalment shall be construed as the subject of a separate agreement to which all the provisions of these conditions shall (with any necessary alterations) apply.
6.4 Where the Company has agreed to deferred deliveries, such deliveries shall be accepted by the Customer within three months from the date of order. If the Customer fails to take delivery within such period, the risk shall pass to the customer and the balance remaining undelivered together with storage costs shall be invoiced to the Customer and payment shall become immediately due.
6.5 Goods which the Customer agrees to collect ex works must be collected within seven days of the Company notifying the Customer that the goods are ready. If the goods are not collected within this period the Company shall be entitled to invoice the Customer for the goods and to charge for storage of the goods. The goods being held at the Customer’s risk.
6.6 Deviations in quantity of the goods delivered from those stated in the contract shall not give the Customer the right to repudiate the Contract, to reject the goods ( save in so far as they materially exceed the amount ordered) or to claim damages for breach of contract and the Customer shall be obliged to accept and pay at the contract rate for the quantity delivered (except insofar as the Customer has the right to reject the goods under this condition).
7. HAULAGE CHARGES:
7.1 Haulage charges will be calculated on an individual basis and will be levied in line with the Company’s policy in force at the date of despatch.
7.2 Small loads or express deliveries will be charged on an individual basis.
8.1 Where the Client does not have a credit account with the Company, the full price of the goods, including VAT as invoiced is required before or upon delivery of the goods referred to on the invoice.
8.2The price of the Goods shall be due and payable thirty days from date of delivery of goods.
8.3 Time for payment shall be of the essence and the Company shall be entitled to charge interest at 4% above the minimum lending rate of Barclays Bank Plc. from the date when payment was due until the actual payment on all overdue accounts.
8.4 The Company reserves the right at any time to demand payment before continuing with or delivering any order, and shall be entitled to treat any contract as repudiated if the Customer makes any default in payment, or being a Company is wound up or has a receiver or administrator appointed, or being an individual becomes bankrupt or insolvent or enters into an agreement with his creditors.
8.5 The Company shall at any time be entitled to appropriate any payment made by the Client in respect of any goods in settlement of such invoices as the Company may in its absolute discretion think fits notwithstanding any purported appropriation by the Client.
9.1The Company shall, at its option, be entitled by notice to terminate all or any of its contracts with the Client forthwith and recover all expenses and losses resulting to the Company including (but without limitation to) loss of profit or any other consequential loss if:
9.1.1 The Client has a bankruptcy petition against him or a bankruptcy order is made.
9.1.2 The Client makes or seeks to make any composition or arrangement with his creditors:
9.1.3 The Client makes a proposal to his creditors for a voluntary arrangement or applies for any interim order (within the meaning of section 286 Insolvency Act 1986);
9.1.4 An encumbrance takes possession of any of the Client’s property is taken in execution of process of law;
9.1.5 A petition is presented or an order is made or a resolution is passed for the winding up of the Client;
9.1.6 A petition is presented or an order is made for an administration order to be made in relation to the Client.
9.1.7 The Client’s directors made a proposal for a voluntary arrangement with the Client’s creditors;
9.1.8 The Client is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986);
9.1.9 A receiver or administrative receiver is appointed over any of the Client’s assets; or
9.2 The Client fails to make any payment owed to the Company on the due date and for this purpose “the Company” shall be deemed to include any other Company which it is a subsidiary of TheClient.
9.3 The Client fails to take delivery or to collect the Goods within 14 days of being notified by the Company that they are to be delivered or are ready to be collected, or
10. RISK &PROPERTY:
10.1 Risk in the Goods shall pass to the Client when the Goods are delivered or collected by the Client and/or its agent. Not withstanding that risk in the Goods shall have passed to the Client.
10.2 The property in the Goods shall remain in the Company until payment in full has been made to the Company by the Client for the Goods and all other sums due to the Company as the date of delivery of the Goods.
10.3 A cheque given by a customer shall not be treated as payment until it has cleared.
10.4 Until title passes to the Client, they should keep the Goods in such a condition that they are properly stored, protected and insured, and clearly identifiable as the Company’s.
10.5 The Client shall not resell, exchange or barter the goods in any way whatsoever, other than in the normal course of its business and providing that the Client shall pay the Company’s part of the proceeds of such a sale into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company by the Client acting in a fiduciary capacity.
10.6 Until such time as the property in the Goods passes to the Client (providing they are still in existence and have not been resold) the Company shall be entitled at any time to require the Client to deliver the Goods to the Company, and if the Client fails to do so forthwith, to enter upon any premises of the Client or third party in which the goods are stored and repossess them. These rights shall continue to subsist notwithstanding the termination of this contract.
11. INSPECTION-SHORTAGES/DAMAGED GOODS:
11.1 The Client shall inspect the Goods on delivery or on collection as the case maybe.
11.2 The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of the clause are not complied with and in any event will be under no liability if a written complaint is not delivered to the Company within five working days of delivery detailing the alleged defect or shortage.
11.3 Where Goods are carried by road vehicle, any defect to or shortage of Goods shall be brought to the notice of the driver of the vehicle and to his employer in writing, and full particulars of such loss or damage shall be noted on the receipt for delivery.
11.4 In all cases where the Client complains of defects or shortages the Company shall without prejudice to the question of liability generally be under no liability in any event if it has not been given an opportunity to inspect the Goods before they have been used by the customers.
12.1 The Company will either repair the Goods at its own expense or at its option to replace the Goods if any defects which the Company is reasonably satisfied are caused by faulty design, manufacture, materials or workmanship are discovered within three months from the date of despatch.
12.2 The Client may only claim the benefit of this clause if he informs the Company of the relevant defect in writing within seven days of discovering it.
13.1 The Company warrants that it has title to and the right to sell the Goods.
13.2 No representation or warranty is given by the Company as to the suitability or fitness of the Goods for any particular purpose and the Customer shall satisfy himself in this respect and shall be totally responsible therefore.
13.3 Please note all ballast loadings provided to British Standards when requested are minimum guidelines only. It is the responsibility of the client (installer) to individually assess the installation criteria to include site altitude and location, wind speed, building height, building dimensions, parapet wall availability, surrounding buildings near to the installation site and distance from the sea. Always if unsure apply additional ballast for each individual panel above and beyond the guidelines provided.
14. LIABILITY EXCLUSIONS:
14.1 Nothing in these terms shall operate to exclude or restrict the liability of the Company for the death of, or personal injury to any person using the Products, to the extent that it is caused by the negligence or breach of any statutory duty by the Company, its employees, sub-contractors or agents.
14.2 Except as set out in these terms, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non-supply or delay in supplying the Products are excluded to the extent permitted by law.
14.3 The Company is not liable to you in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages whether direct or indirect arising out of, or in connection with, the supply, non-supply or delay in supplying the products or otherwise in connection with these terms:
14.3.1 Loss or damage suffered as a result of the products not being used in accordance with their instructions and any warnings given.
14.3.2 Loss or damage incurred by you as a result of third party claims;
14.3.3 Loss of actual or anticipated profits;
14.3.4 Loss of business opportunity;
14.3.5 Loss of anticipated savings;
14.3.6 Loss of goodwill; or
14.3.7 Injury to reputation.
14.4 The Company is not liable for any loss or damage suffered as a result of the product being inappropriate for a specific purpose or application or product condition, unless detailed as appropriate in the product’s specification.
14.5 Notwithstanding any other provision of these terms, the entire liability of the Company arising out of or in connection with the supply, non-supply or delay in supplying the Goods, or otherwise in connection with these terms, whether in contract, tort (including negligence or breach or statutory duty) or otherwise is limited to the contract price of the Goods which are subject to any claim.
14.6 The Company is not liable to you for any indirect, special or consequential loss or damage caused, except by the Company’s negligence
15. HEALTH & SAFETY AT WORK: The Company gives notice to the Client that information and product literature is available concerning the conditions necessary to ensure that the Goods supplied against the contract will be safe and without risk to health when used, handled, processed, stored or transported by a person at work. The Client should immediately contact the seller if he is not in the possession of such information or literature.
The client undertakes r=to comply with any stated conditions for the prevention of Health & Safety Hazards.
16. ASSIGNMENT: The client shall not assign or transfer or purport to assign and transfer any contract to which these conditions apply or the benefit thereof to any person whatsoever.
17.FORCE MAJEURE: The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the control of the Company’s control including for example acts of God, war, riot, explosion, abnormal weather, fire , flood, strikes, lock outs, government action or regulation, delays by suppliers, accidents and shortages of materials, labour or manufacturing facilities. Furthermore the Company shall be entitled by written notice to determine or suspend the contract without incurring liability for any loss, expense or damage resulting to the Client or any other party.
18. NOTICES: Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Company at its registered or main office address or such other address as that party may from time to time notify in writing and shall be deemed to have been served and sent by post 48 hours after posting.
19.1 Goods returned to the Company will be accepted only at the Directors, discretion.
19.2 In the event of returns being accepted, a re- stocking charge will be applied, subject always to a minimum charge. For the avoidance of doubt, the Company will not accept the return of Goods made to the Client’s special order.
20. JURISDICTION: All contracts between the Company and the Client shall be governed and construed in accordance with English Law and all disputes arising in relation to such contracts shall be submitted to the jurisdiction of the English courts.
21. IMPORTANT NOTES:
21.1 Unless explicitly stated in writing, the Company neither offer nor imply any design warranty nor have confirmed the suitability of any specific installation. It is the responsibility of the Customer to ensure that the Goods are appropriate for the intended use, including but not limited to:
21.1.2 Compatibility with other products;
21.1.3 Tensions; and
21.1.4 Loads (which transfer to panels and other objects to which the Goods are attached).
21.2 The Company take every precaution to ensure the performance of our products, and technical data and recommendations are given all in good faith. However, we cannot anticipate or control the installation of our products and hence cannot give any warranty on results obtained. Notwithstanding our legal obligation, it is the responsibility of the Customer to assume all risks and liabilities incurred in the use of Solar Steel products whether used alone or in conjunction with other products.