7 TEK LTD: TERMS & CONDITIONS OF SALE.
1. DEFINITIONS
1.1 "the Buyer" means the person or company whose order for the Goods is accepted by the
Company in accordance with these Conditions.
1.2 "the Company" means 7 Tek Ltd, trading at Bewdley Road, Stourport on Severn, Worcestershire, DY13 8QT, company Number 1689755]
1.3 "Conditions" means these terms and conditions and any variation thereto which is agreed
in accordance with the terms hereafter.
1.4 "the Contract" means the contract between the Company and the Buyer for the sale and
purchase of the Goods.
1.5 "the Goods" means the goods which the Company is to supply in accordance with these
Conditions.
2. BASIS FOR SALE
2.1 These Conditions apply to all sales of the Goods by the Company to the exclusion of any other terms and conditions and any variation or additional terms must be expressly confirmed in writing by a director of the Company.
3. QUOTATIONS, ORDERS AND SPECIFICATIONS
3.1 Any quotation is given by the Company on the basis that no Contract will come into
existence until the Company accepts the order by either dispatching an acknowledgement of
order to the Buyer or (if earlier) delivering the Goods. Any quotation is valid for a period of
30 days only from its date unless the Company has previously withdrawn it. The price quoted
in any quotation may be varied by the Company at any time giving not less than seven days
written notice and the varied price shall apply to all orders delivered in accordance with these
Conditions after the date specified in the notice.
3.2 Each order for the Goods by the Buyer to the Company shall be deemed to be an
offer by the Buyer to purchase these Goods subject to these Conditions. No order which has been accepted by the Company may be cancelled or postponed by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs (including the cost of all labour, materials and tipping (where applicable), damages, charges and expenses incurred by the Company as a result of the cancellation or postponement.
3.3 The Company reserves the right to charge the Buyer an additional charge where
(i) the supply of Goods is required by the Buyer outside the Company's normal working hours; (ii) delivery of the Goods is required in part loads rather than full loads; (iii) for any reason, the delivery vehicle is unable to discharge its load within 30 minutes of arrival at the Buyer's site and (iv) the Buyer purchases quantities of the Goods which are substantially different from the quantity specified in the quotation.
3.4 The Buyer shall be responsible to the Company for ensuring the accuracy of the
terms of any order and any applicable specification.
3.5 The quantity, quality, description and specification of the Goods shall be those set out in a quotation or where no quotation as set out in the delivery ticket.
4. DELIVERY
4.1 Delivery of the Goods shall take place either on discharge into the Buyer's vehicle at the
Company's premises or on discharge from the Supplier's vehicle at the Buyer's site or as
otherwise agreed by the parties.
4.2 The Buyer must provide safe and adequate access to the point of discharge of the goods,
including adequate manoeuvring space for the delivery vehicle. Failure to comply may result
in the Company refusing to make delivery and charging the Buyer with the costs incurred.
4.3 Except in cases of negligence by the Company or its drivers the Buyer shall indemnify the
Company and its drivers against damage or injury caused during the presence on the Buyer's
site or access thereto by the delivery vehicle.
4.4 On any delivery (howsoever effected), the Buyer must (i) satisfy itself as to the condition
of the Goods; (ii) allow delivery of the Goods when they come onto the Buyer's site; (iii) sign
the delivery note; (iv)sign any record produced by the Company or its drivers in respect of
any delay after the arrival of the Goods at the Buyer's site, standing time, authorised day
work or other records.
4.5 The Buyer shall notify the Company of any discrepancy between the delivered quantity of goods and the stated quantity set out on the delivery documentation, all such claims to be confirmed in writing within 3 days of receipt of goods
4.6 Where the Buyer fails to comply with any of the conditions contained in Condition 4.4, or
the Company is unable to deliver the Goods on time because of the Buyer's default then (i)
risk in the Goods will pass to the Buyer (including for loss or damage caused by the
Company's negligence); (ii) the Goods will be deemed to have been delivered; and (iii) the
Company may store the Goods until delivery whereupon the Buyer will be liable for all
related costs and expenses (including without limitation storage and insurance);
4.7 The Company reserves the right to deliver more or less than the quantity of goods set out in the Purchase Order by up to 10% and the Buyer shall pay for the quantity delivered. Measurements of volume or weight are also subject to variation and the Buyer must accept such variations of up to 10% of the stated measurement. Any certificate of weight or measurement issued by or on behalf of the Company shall be binding on the Buyer subject to condition 4.5.
4.8 Any time, period or date specified by the Company for delivery of the Goods is intended
to be an estimate only and the Company shall not be liable for any damages or losses
(including as a result of negligence of the Company) arising out of failure to meet such time,
period or date.
5. RISK AND TITLE
5.1 Unless otherwise provided in these Conditions, the risk in the Goods shall pass on
delivery as provided by these Conditions.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full
(in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which
are or which become due to the company from the Buyer on any account and the Company
shall be entitled to enter onto the Buyer's site to recover the Goods. Until title to the goods has passed to the Buyer under these conditions the Buyer shall possess the goods as fiduciary agent and bailee of the Company. During such time as the Buyer possesses the goods with the Company’s consent, the Buyer may in the normal course of its business sell or hire the goods or incorporate into finished goods as principal but without committing the Company to any liability to the person dealing with the Buyer .
6. QUALITY
6.1 The Company shall not be liable to the Buyer for any defect in the Goods or for any loss
claimed to result therefrom unless the Buyer notifies the Company in writing of the alleged
defect or failure within 7 days of delivery; allows the Company all reasonable facilities to
enable it to investigate any such defect or failure promptly and to advise the Buyer of any
remedial action which may be appropriate and follows the Company's reasonable advice and
carries out any reasonable remedial action recommended to it by the Company.
6.2 The Buyer acknowledges and agrees that the goods supplied by the Company are third party waste material and that the Company’s prices are issued on that basis as well as to reflect the limitations of liability set out herein.
6.3 Any sample, description or specification issued by the Company is for guidance only and should only be taken as an indication of the goods being supplied. The Buyer is responsible for testing and examining the goods upon delivery to ensure that:- (i) the goods are suitable and fit for any purpose for which the Buyer intends to use said goods; and (ii) the goods delivered do not contain any contamination or extraneous material likely to cause damage to the Buyer’s property or to have an adverse effect on the Buyer’s processes or products.
7. PRICE
7.1 The price payable for the Goods shall be the price stated in the quotation or the Company's prices ruling at the date of delivery where no quotation is given. The price for the Goods shall be exclusive of any value added tax and any other form of taxation imposed from time to time on the Goods.
8. PAYMENT
8.1 The Buyer shall make payment net cash with the Buyer’s order or immediately upon receipt of the Company’s invoice except where the Company has agreed to open a credit account. In this case, the Buyer shall make payment net cash against every invoice from the Company within 30 days of the date of such invoice. Payment will be in £ sterling unless otherwise agreed. The time of payment shall be of the essence of the Contract.
8.2 The Company may refuse (whether under this Contract or other contracts with the Buyer or an associated company of the Buyer) to accept or complete any order, suspend supplies, impose special conditions or cancel the Contract where the Buyer's credit limit is or will be exceeded on delivery or where the Buyer fails to comply with these Conditions.
8.3 In the case of late payment the Buyer shall pay the Company interest on the net payment
due at the rate of 4% per annum above the base rate charged by Natwest Bank Plc (or its
successor in title) from time to time calculated from the date payment was first due until the
date when payment has been received by the Company. The Company reserves the right to
claim interest under the Late Payment of Commercial Debt Regulations 2002.
8.4 The Buyer shall not have a right of set-off, counterclaim, discount, abatement or
otherwise nor to withhold payments properly due to the Company in the event of any dispute
with the Company.
9. WARRANTY AND LIABILITY
9.1 No warranty or representation is given that the Goods are suitable for any particular
purpose and all warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended))
are, to the fullest extent permitted by law, excluded from the Contract.
9.2 Where the Goods supplied by the Company are proved to be defective and the Buyer has
complied with Condition 6 the Company will replace the Goods as promptly as possible
without charge. Save as aforesaid and save in respect of death or personal injury caused by the negligence of the Company, the Company shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply of Goods or their use by the Buyer except as expressly stated in theses Conditions. Without limitation to the generality of the foregoing, the Company shall not be liable to the Buyer for any losses or costs resulting from unsuitable application, wrongful handling or placing or from any fault in a design or specification provided by or on behalf of the Buyer.
10. CONFIDENTIAL INFORMATION
10.1 All information and data concerning the Companies suppliers, sources and prices shall be considered as “Confidential” and the Buyer shall treat such information and data in confidence and with secrecy and shall not use, disclose, sell, or assign to third parties, or otherwise commercially exploit said data. In particular it may not commercially trade or transact with said suppliers or sources introduced to the Buyer by the Company without the written agreement of the Company and/or payment of a fee equivalent to any loss of profit the Company might have reasonably have expected to make should such transaction been made through the Company. Nothing in this condition is intended to prevent the Company using any know- how, skills or techniques that it acquires in discharging its obligations to supply goods to the Buyer for any other purpose.
11. FORCE MAJEURE
11.1 Deliveries may be totally or partially suspended during any period in which the Company may be prevented or hindered from manufacturing, supplying or delivering the goods due to breakdown of plant, non-availability of material, labour disputes, fire accident or inclement weather, transport difficulties or delays or any circumstances outside the Company's control. The Company will inform the Buyer should any such an occasion arise, but shall be under no liability to the Buyer for failure to deliver in such circumstances. Whilst every effort will be made to meet any agreed requirements of the Buyer the Company shall not be liable for any loss or damage arising through its failure to meet such requirements.
12. GENERAL
12.1Any notice required or permitted to be given by either party to the other under these
Conditions shall be in writing addressed to that other party at its registered office or principal
place of business or such other address as may at the relevant time have been notified
pursuant to this condition to the party giving the notice.
12.2The parties do not intend that any terms of this Contract will be enforceable by virtue of
the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.3Any provision of the Contract held by any competent authority to be illegal, invalid,
void, voidable, unenforceable or unreasonable, in whole or in part, shall be deemed severable
and all remaining conditions of the Contract shall not be affected thereby.
12.4All aspects of the Contract shall be governed by English law and the parties
submit to the exclusive jurisdiction of the English courts.
Ref: 7 Tek Recycling Ltd; 16th May 06; Issue One