PLASTIC PIPE SHOP - Trading Terms and Conditions
“Seller” shall mean PLASTIC PIPE SHOP LTD, Registered in Scotland under number SC445429. “Buyer” shall mean any company, organisation or individual to whom a quotation is offered, or whose order is accepted by the Seller.
All offers, quotations, estimates, acceptances and contracts are subject to these Conditions of Business and any terms or conditions which any other person shall seek to impose or make part of any contract shall, so far as is inconsistent with these Conditions of Business, not apply unless expressly agreed by the Seller in writing. The headings in these conditions are for convenience only and shall not affect their interpretation unless expressly agreed by the Seller in writing. The headings in these conditions are for convenience only and shall not affect their interpretation.
3 ELECTRONIC TRADING
If the Seller and Buyer agree that electronic trading between them shall be a basis for ordering processing and invoicing then these terms and conditions shall apply subject to any special terms and conditions terms which are specific to electronic trading and which have been agreed by the parties in writing. Electronic orders shall be valid if all the information agreed between the Buyer and Seller as being required is properly set out in the agreed format and the order is transmitted by the Buyer to the Seller by reference to the correct identification code and is received by the Seller when collecting its electronic mail from the relevant system.
(a) A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or amend the same at any time prior to the Seller acceptance of the Purchaser’s order.
(b) Unless stated otherwise, all quotations and published price lists are ex works, exclusive of VAT and shall remain valid for 30 days or such a period as may be quoted but nevertheless the Seller may amend or withdraw any quotation by written or oral notice. Quotations may be varied if the Buyer makes variations in his specifications.
(a) The Seller will endeavour to ensure that all prices on display/ provided to Buyer are correct and up to date. However, should a Buyer place an Order using an incorrect price then the Buyer agrees that the Seller may substitute the incorrect price set out in the Order for the correct price standard price, as appropriate and charge accordingly.
(b) The Seller shall be entitled at any time by giving notice in Writing, before or after final invoicing to make a reasonable adjustment to the price in the event of any alteration in quantity, design or specification requested by the Buyer.
(c) The Seller reserves the right at any time prior to delivery by giving notice in Writing to increase the price if there is any increase in cost of materials, labour, transport or utilities or if the costs of the Seller are increased by any other factor beyond the reasonable control of the Seller.
(a) Except where stated to the contrary in the contract, delivery shall be made as follows:
(i) where the Buyer provides the transport, delivery shall be made ex the Seller’s works;
(ii) where the Seller provides the transport, delivery shall be made to the premises of the Buyer, or the premises of the Buyer’s customer or works site if the Buyer has requested delivery to be so made but where the Buyer has made such a request the Seller will make a first delivery to the Buyer’s customer or works site as so much of goods as is available for that delivery but subsequent deliveries will be made to the premises of the Buyer.
(b) Unless otherwise expressly agreed in Writing the Seller may effect delivery in one or more instalments. Where delivery is effected by instalments, the instalment shall be treated as a separate contract governed by these conditions. No delay in the delivery of any instalment of Products or any defect therein shall entitle the Buyer to terminate the remainder of the contract.
(c) Where goods are sent FOB the Seller’s responsibility shall cease when the goods are placed on board ship or aircraft without the need for the Seller to give notice to the Buyer and the provisions of Section 32(3) of the Sale of Goods Act 1979 shall not apply.
7 RISK AND TITLE
(a) Risk of damage to or loss of the Products shall pass to the Buyer upon delivery and the Buyer is then solely responsible for all loss damage or deterioration to the Products.
(b) Title to the Products shall not pass to the Buyer until either:
(i) the Seller has received in cash or cleared funds all monies payable (whether or not due) to the Seller under this and any other contracts whenever made between the Seller and the Buyer including contracts made after this contract; or
(ii) when the Seller serves on the Buyer notice in Writing specifying that title in the Products or any part thereof has passed.
(c) Until title has passed to the Buyer the Seller may require the Buyer to deliver up to the Seller all Products in respect of which the Seller has title and if the Buyer fails to do so forthwith the Buyers officers, employees, representatives or agents shall be entitled to enter upon any premises where such Products are kept for the purposes of recovering the same.
(d) Until title the Products has passed to the Buyer pursuant to these conditions it shall possess the Products as fiduciary agent and bailee of the Seller and shall store the Products separately from other goods not owned by the Seller and shall ensure that they are fully insured on all risks basis and clearly identifiable as belonging to the Seller and the Seller shall be entitled to enter upon any premises where such Products are kept for the purpose of satisfying itself that this condition is being complied with by the Buyer.
8 TERMS OF PAYMENT
(a) Unless otherwise agree by the Seller in Writing, the Buyer shall make payment by the last day of the month following the month of invoice and the Seller shall be entitled to issue invoices in the month in which the Products are delivered or would have been delivered, save for postponement or delay otherwise than due to default on the part of the Seller. Time for payment of the price is of the essence of the contract.
(b) No disputes arising under this contract shall serve to permit payment by the Buyer of sums due to the Seller to be delayed nor shall disputes interfere with prompt payment in full. The Buyer shall not be entitled to make any deduction from or set off against any sums owing to the Seller by reason of any such dispute or at all.
(c) In the event of default in payment by the Buyer and Seller shall be entitled, without prejudice to any other right or remedy;
(i) to suspend without notice all further deliveries on this or any other contract between the Seller and the Buyer.
(ii) to charge interest on a daily basis (after as well as before judgement) on any amount outstanding at the rate of 4% above the Base Rate of HSBC Bank from time to time: and/or
(iii) to serve notice on the Buyer requiring immediate payment for all goods supplied by the Seller under this and all other contracts between them whether or not payment is otherwise due or invoiced.
9 SHORTAGES AND DEFECTS APPARENT ON DELIVERY
(a) It shall be the responsibility of the Buyer to inspect or arrange for an inspection of the goods on delivery whether the goods are delivered to the Buyer’s premises or to the premises of the Buyer’s customer or to a works site. If no such inspection is made the Buyer shall be deemed to have accepted the goods.
(b) The Buyer shall have no claim for shortages or defects apparent on inspection unless:
(i) a written complaint is made to the Seller within three days of receipt of the goods specifying the shortage or defect; and
(ii) the Seller is within seven days of receipt of the complaint given an opportunity to investigate the complaint before any use is made of the goods.
(c) If a complaint is not made to the Seller as herein provided then in respect of such shortages or defects the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to pay for the same accordingly.
10 CLAIMS FOR DEFECTS NOT APPARENT ON INSPECTION
(a) The Buyer shall have no claim for defects not apparent on inspection unless the Seller is notified in Writing of defective workmanship or materials within twelve months from delivery of the goods. Provided that the goods have been installed and applied in accordance with any relevant recommendations made by the Seller, the Seller will at its option replace the goods or refund the net invoiced price in respect of the goods which have been shown to be defective. If the Seller does so supply substitute goods the Buyer shall be bound to accept such substituted goods in full satisfaction of the obligations of the Seller under the contract.
(b) The Buyer shall in any event have no claim or off-set in respect of defects unless a written complaint is sent to the Seller as soon as the defect is noticed and no use is made of the goods thereafter or alteration made thereto by the Buyer before the Seller is given an opportunity to inspect the goods.
(c) The Buyer is responsible for ensuring that the goods are fit for any particular purpose, and no warranty or condition of fitness for any particular purpose is to be implied into the contract.
(a) The Seller warrants that Products which do not comply with Sections 13 to 15 of the Sale of Goods Act 1979 (as amended) are shown to have been defective at delivery as a result of faulty design workmanship or materials (other than free-issue materials), shall either be repaired or replaced or that, at the Sellers option, a credit or refund for the price thereof shall be given provided always that:
(i) the Seller receives written notice of the defect within 12 months of delivery;
(ii) no alteration to or interference with the Products takes place before the Seller is given access to the Products to inspect and test the same;
(iii) the defect does not consist of a loss shortage or damage to which Clause 9 is expressed to apply;
(iv) the defect does not arise by reason of a design specification or instruction given by the Buyer;
(v) the Buyer has not defaulted in its obligation to make payment of the contract price for the Products;
(vi) the defect shall not be attributable to incorrect storage or use of the Products by the Buyer
(vii) the Buyer shall indemnify the Seller in respect of loss or damage arising from any use made of Products after the Buyer became or ought reasonably to have been aware of a defect
(b) In the event of a valid claim being made in accordance with Clause 11a;
(i) the Buyer shall be bound to accept repaired or replacement Products or at the Sellers option credit or repayment and shall not be entitled to terminate the contract.
(a) The Seller does not exclude liability arising under Section 12 of the Sale of Goods Act 1979 (good title) (as amended) or for death or personal injury caused by its negligence as defined in the Unfair Contract Terms Act 1977, fraudulent misrepresentation or any other type of liability which cannot by law be excluded or limited.
(b) Save as provided under Clause 9, 10 and 11. A Seller shall have no liability to the Buyer in connection with or arising from any defect or failure in the Products or otherwise due to the quality, condition, suitability, durability, safety or any aspect or feature of the Products. The Sellers liability, whether in respect of one claim or in the aggregate, shall not exceed the contract price payable under this contract for the supply of Products to be provided under it. The price of the Products is predicted on the basis of the limitation of the Sellers liability is therefore reasonable in all the circumstances. The Buyers agrees that it is its own responsibility to insure adequately to cover any loss or damage in excess of the aforesaid limit of the Sellers liability. Subject to reaching agreement on terms, the Seller and the Buyer may determine an increased level of liability which is to be accepted in Writing by the Seller to cover, in particular specific types of loss or damage which both parties reasonably foresee and anticipate.
(c) In Clause b the term ‘liability’ means any form of liability whatsoever including but not limited to liability in misrepresentation and under contract, common law, equality and any statutory provision whether or not based on negligence or breach of any express or implied duty to act with care or skill.
(d) Notwithstanding any other provisions of these conditions the Buyer shall have no claim against the Seller in respect of any loss.
13 FORCE MAJEURE
Notwithstanding anything herein contained neither the Buyer nor the Seller is to be held liable for any delay or failure to carry out the contract due wholly or in part to an act of God action by any Government British or foreign civil war strikes and/or lockouts where so ever occurring fire trade disputes floods or unfavourable weather or any material becoming unavailable or irreplaceable (whether at all or at commercially acceptable prices) or any other circumstances beyond the control of the Seller.
14 INSOLVENCY AND BREACH OF CONTRACT
In the event that;
(a) the Buyer commits any breach of the contract and fails to remedy such breach (if capable of remedy) within a period 30 days from receipt of a notice in writing from the Seller requesting such remedy; or
(b) any distress or execution is levied upon any of the goods or property of the Buyer; or
(c) the Buyer offers to make any arrangements with or for the benefit of its creditors or (if an individual) becomes subject to a petition for a bankruptcy order or (being a limited company) has a receiver appointed of the whole or any part of its undertaking property or assets; or
(d) an order is made or a resolution is passed or analogous proceedings are taken for the winding up of the Buyer (save for the purpose of reconstruction or amalgamation with insolvency and previously approved in writing by the Seller) the Seller shall thereupon be entitled without prejudice to its other rights hereunder forthwith to suspend all further deliveries until the default has been made good or to determine the contract and any unfulfilled part thereof or at the Seller’s option to make partial deliveries. Notwithstanding any such termination the Buyer shall pay to the Seller at the contract rate for all the goods delivered up to and including the date of termination.
15 INDUSTRIAL PROPERTY RIGHTS
If goods supplied by the Seller to the Buyer’s design or specifications infringe or are alleged to infringe any patent or registered design right or copyright the Buyer will indemnify the Seller against all damages, costs and expenses incurred by the Seller as a result of the infringement or allegation. The Buyer will give the Seller all possible help in meeting any infringement claim brought against the Seller.
16 BUYER’S ERROR IN ORDERING
In the event the Buyer orders incorrectly the Seller will be under no obligation to the Buyer to rectify or assist in rectifying the error.
17 COMPANY LITERATURE
The information contained in the advertising, sales, technical and other literature issued by the Seller may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations performance details examples of installations and methods of assembly and all other information and data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information or data shall form part of the contract unless it is specifically referred to in the Quotation.
18 LAW AND JURISDICTION
The contract shall be subject in all respects to Scottish Law and to the jurisdiction of the Scottish Courts.