In these conditions
the following expressions shall have the following meanings:
- “Business Day” means a day (other than a Saturday, Sunday or bank or public holiday) when banks in London are open for business;
- “Buyer” means the individual (including a Consumer), firm, company or other party from whom an Order to Supply Goods is received by the Seller;
- “Conditions” means the standard terms and conditions of sale of the Seller as set out herein and includes any additional terms and conditions of sale agreed in Writing by the Seller;
- “Consumer” has the meaning as set out in section 2(3) of the Consumer Rights Act 2015, a summary of which is set out in Condition 1.3;
- “Contract” means a contract for the Supply of Goods by the Seller to the Buyer on the terms of these Conditions whether made verbally or in Writing;
- “Goods” means the goods which the Seller is to Supply under the Contract and where the context so admits includes raw materials, processed materials and/or fabricated products whether manufactured by the Seller or not;
- “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control including without limitation acts of God, flood, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, war, collapse of buildings, fire, explosion or accident;
- “Intellectual Property Rights” means any patents, utility models, rights to inventions, trade marks and service marks, registered design, copyright and neighbouring and related rights, moral rights, goodwill, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) or any other intellectual property or proprietary rights of any third party in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;
- “Losses” means any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, revenue or goodwill, the cost of labour and materials and loss of reputation, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred directly or indirectly by (as appropriate) the Buyer or the Seller;
- “Order” means an order placed by the Buyer for the Supply of Goods whether verbally or in Writing;
- “Recommendations for Use” means the recommendations (if any) relating to the installation, storage, handling, application, use, maintenance and/or servicing of the Goods contained in the published literature of the Seller (or, if relevant, a Supplier) or any recommendations made in Writing by an authorised representative of the Seller (or, if relevant, a Supplier);
- “Seller” means Intatec Limited (company number: 04359938) of Airfield Industrial Estate, Hixon, Staffordshire ST18 0PF and any subsidiary or holding company or associate of the said company and also, where the context so permits, any sub-contractor of the said company or of any subsidiary or holding company or associate of the said company;
- “Supplier” means any person, firm or company who or which supplies the Goods to the Seller in substantially the form in which they are supplied and/or provided to the Buyer;
- “Supply” includes, where the context so admits, sale, lease, hire or loan of the Goods and “supplied” shall be construed accordingly;
- “Value Added Tax” means value added tax or any equivalent tax chargeable in the UK;
- “Writing” includes facsimile transmission and electronic communication.
- words importing the singular number shall include the plural and vice versa, words importing the masculine shall include the feminine and neuter and vice versa, and words importing persons shall include bodies corporate, unincorporated associations and partnerships;
- any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- the following expressions shall have the following meanings:
- The Seller reserves the right where there has been no previous course of dealings with the Buyer to insist that the Buyer notifies it in Writing of: (a) the full name and address of the Buyer and, where relevant, all its branches; (b) where the Buyer is a limited company the full names and addresses of all its directors and the names and addresses of three persons, firms or companies with whom the Buyer has had trade dealings; and (c) the names and addresses of the Buyer’s bankers and accountants or auditors (as applicable); together with authority in Writing for the Seller to contact all of the same for appropriate references. If the information is not provided within seven days of a request therefor by the Seller or if, following the provision of such information, the Seller is unable to obtain satisfactory trade indemnity or similar cover in respect of its dealings with the Buyer, the Seller may terminate the Contract and the rights and liabilities of the parties shall be the same as if the Contract had been cancelled in accordance with the provisions of Condition 7.
- In some areas of these Conditions, the Buyer will have different rights depending on whether the Buyer is a business customer or a Consumer. The Buyer is a Consumer if: (a) the Buyer is an individual; and (b) the Buyer is buying goods from the Seller wholly or mainly for their personal use (not for use in connection with their trade, business, craft or profession). Where certain provisions are intended to apply specifically to business customers or Consumers (as the case may be), this is expressly made clear in the relevant Condition.
- Where the Buyer is a Consumer, the Seller acknowledges that it is required by consumer laws to provide the Buyer with certain information before the contract is formed pursuant to Condition 2.1. Accordingly, the Seller is Intatec Limited, a company registered in England and Wales whose company registration number and registered office address are set out as part of the definition of “Seller” above in Condition 1.1.1. The Buyer can contact the Seller by telephoning its customer service team on 01889272180 or writing to the Seller at Airfield Industrial Estate, Hixon, Staffordshire ST18 0PF or email@example.com. If the Seller needs to contact the Buyer, it will do so by telephone or by writing to the Buyer at the postal address or email address provided to the Seller.
- In these conditions
ORDERS, ACKNOWLEDGEMENTS, CONDITIONS AND VARIATIONS
- The Order will be deemed to be an offer by the Buyer to buy the Goods on the terms of these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable specification, pattern or design submitted by the Buyer are complete and accurate. This offer will be deemed accepted, and the Contract formed, only when the Seller acknowledges acceptance of the Order in Writing or (if earlier) the Seller begins the performance of the Contract in accordance with these Conditions. If the Seller is unable to accept the Order for any reason, it shall use reasonable endeavours to notify the Buyer as soon as reasonably practicable.
- The Contract will consist of the acknowledgement referred to in Condition 2.1 (if applicable) and these Conditions together with any special terms and conditions that may have been agreed between the parties in Writing from time to time.
- Where the Buyer is a business customer, the Contract contains the entire obligations between the Seller and the Buyer. The Buyer hereby acknowledges and agrees that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in these Conditions and the Buyer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
- In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any Order, letter or form of contract sent by the Buyer to the Seller, whatever may be their respective dates, the provisions of these Conditions shall prevail. In the event of the Seller entering into the Contract without the Seller having submitted a written quotation or other letter or document incorporating or referring to these Conditions but in circumstances where the Buyer has had prior notice of these Conditions, then all Goods supplied shall be subject to these Conditions.
- These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- No variation of the Contract by the Buyer shall be binding upon the Seller unless made in Writing and signed on behalf of the Seller. In the event of such variation the Buyer shall indemnify (which, for the benefit of Consumers, means compensation on a £ for £ basis where the amount recoverable by the relevant party will usually be higher than that recoverable under a standard breach of contract claim) the Seller in full against all Losses of the Seller as a result of such variation.
- Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. Where the Buyer is a business customer, they shall not form part of the Contract nor have any contractual force.
- A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for such duration as set out in the Seller’s quotation.
DESIGNS, BUYER’S PROPERTY AND INTELLECTUAL PROPERTY
- Where Goods are made, cut or otherwise supplied to the Buyer’s own specification, pattern or design the Buyer warrants and undertakes full responsibility not only for the suitability and fitness of the specification, pattern or design but also that such specification, pattern or design does not infringe any Intellectual Property Rights. The Buyer shall indemnify the Seller in full for any Losses arising from the performance of the Contract by reason of any infringement of any such Intellectual Property Rights. The Buyer acknowledges that the Seller shall be under no liability of any description to the Buyer if the Goods prove to be unsuitable for whatever reason for application or use notwithstanding that the Seller may, at the request of the Buyer, have given in good faith technical or other advice in relation to the proposed application or use of the Goods and the Buyer hereby undertakes to indemnify the Seller against any and all Losses arising out of or connected with the application or use of the Goods in accordance with the Buyer’s specification, pattern or design or otherwise.
- The Seller reserves the right, if necessary, to: (a) change the Buyer’s specification, pattern or design as required to ensure that the Goods comply with any applicable health and safety or other statutory requirement or provision; and (b) implement minor technical adjustments and improvements to the Goods provided that such adjustments and improvements shall not affect the Buyer’s use of the Goods.
- The Seller will be the sole owner of all inventions, formulations and designs and the copyright in all documents and drawings made or produced by it (or by any person who would or might become a Supplier if an Order were to be placed by the Buyer) in preparing a quotation for the Buyer or in the course of work on any Contract with the Buyer.
- The Buyer hereby warrants to and undertakes with the Seller that the Buyer will not utilise any such inventions, formulations, designs, documents or drawings as are referred to in Condition 3.3 which come to its knowledge or into its possession during negotiations or the preparation of a quotation for the Supply of Goods by the Seller to the Buyer whether or not a Contract is entered into or during the execution of a Contract or thereafter other than in respect of the use or re-sale of such Goods by the Buyer in the ordinary course of its business, without the consent in Writing of the Seller.
- The price payable for the Goods shall be the list price of the Seller current at the date of delivery of the Goods, subject to any other terms agreed in Writing. Any price set out in any quotation shall be considered to have been given solely for information and shall not constitute an obligation on the part of the Seller that it will deliver the Goods at that price.
- Unless otherwise stated in Writing, the price does not include Value Added Tax which will be charged at the rate applicable at the date of invoice.
- Unless otherwise stated in Writing, the price does not include the cost of packaging. Where packaging is included, unless otherwise agreed in Writing, it will be to the Seller’s standard specification which should be adequate for the normal incidence of competent handling, covered transport and short term indoor storage in a temperate climate. If additional protection is required, the Buyer must notify the Seller of this in Writing as part of the Order before the Contract is made and any costs associated with such additional protection shall be the sole responsibility of the Buyer.
- Unless otherwise stated by the Seller in Writing, the price does not include the cost of carriage to the contracted place of delivery nor the cost of off-loading the Goods which should be arranged by the Buyer at its sole risk and expense. The Seller will endeavour to expedite delivery if requested so to do by the Buyer who must specify in Writing the means of transport to be used in default of which the Seller shall use such delivery service as it in its absolute discretion sees fit but the Buyer shall reimburse the Seller for all additional costs the Seller incurs thereby. The Buyer also agrees to pay to the Seller on demand any Losses or extra costs incurred by the Seller through the Buyer’s inaccurate, inadequate or incomplete instructions, lack of instructions or any failure or delay of the Buyer in taking delivery or any act or default on the part of the Buyer and/or its servants agents or employees.
- Delivery of the Goods to a Buyer whose address is within the United Kingdom shall be deemed to be effected by the Seller when the Goods arrive prior to unloading at the Buyer’s premises or at premises nominated by the Buyer in Writing or at the nearest accessible road point to such premises.
- Unless otherwise agreed in Writing, Goods to be delivered to a Buyer whose address is outside the United Kingdom will be sold F.O.B (Incoterms 2020). In the event of any conflict between the relevant Incoterm and these Conditions, the Incoterm shall prevail.
- Whilst the Seller will make every reasonable effort to deliver the Goods by the date(s) specified in the Order (or such other date agreed between the parties, or otherwise notified to the Buyer by the Seller), such date(s) are approximate only and time for performance of the Contract by the Seller shall not be of the essence of the Contract and, subject to Condition 5.9, the Seller’s failure to so deliver by the due date(s) shall not constitute a breach of the Contract and the Seller shall not be responsible for any Losses resulting therefrom. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with accurate, adequate and complete delivery instructions or any other instructions that are relevant to the Supply of the Goods.
- The Seller may wholly or partly suspend deliveries of Goods and the Buyer shall accept late delivery of such Goods unless the Buyer has cancelled the Contract in accordance with the provisions of Condition 7.
- The quantity of any consignment of Goods as recorded by the Seller upon dispatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
Where the Buyer fails to take delivery of the Goods within three
Business Days of the Seller notifying the Buyer that the Goods are
ready, then, except where such failure or delay is caused by a Force
Majeure Event or the Seller’s failure to comply with its obligations
under these Conditions:
- delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and
- the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
- Where the Seller delivers up to and including 5% more or less of the quantity of Goods ordered the Buyer may not reject them, but on receipt of notice from the Buyer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
- The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
- Where the Buyer is a Consumer nothing in this Condition 5 will affect the legal rights of a Consumer in respect of delivery or otherwise.
TERMS OF PAYMENT
- Unless otherwise agreed in Writing and subject to Condition 6.3, the price shall be due and payable by the Buyer within 30 (thirty) days after the date of the Seller’s invoice. The Seller may invoice the Buyer for the Goods on or at any time after dispatch of the Goods. The Buyer shall pay the invoice in full and cleared funds to such bank account nominated in Writing by the Seller from time to time. The Seller accepts payment by all major debit cards and such other payment methods notified by the Seller to the Buyer in Writing.
- Time for payment shall be of the essence.
- The Seller reserves the right, in its discretion, to require payment immediately before dispatch of the Goods or immediately on delivery of the Goods or on sending notification that the Goods are in a deliverable state if the Buyer has previously failed to make any payment owing to the Seller on the due date for payment or if the Buyer has failed to provide the information referred to in Condition 1.2 in accordance with the provisions of that Condition or if the Seller has received unsatisfactory credit rating information relating to the Buyer.
If the Buyer does not pay the whole or any part of the price by
the due date then the Buyer shall pay to the Seller interest on the
amount outstanding from the due date until the actual date of payment at
either of the following rates the choice of which shall be at the
absolute discretion of the Seller:
- the rate of 4% per annum over the Bank of England’s base rate from time to time in force which shall accrue on a daily basis;
- the maximum rate chargeable by the Seller under any applicable late payment legislation.
- So long as any payment due from the Buyer to the Seller is outstanding, whether under the Contract or any other contract or transaction between the Buyer and the Seller, the Seller shall have a lien on any property of the Buyer in its possession and shall be entitled to retain them and/or suspend work on any contract.
- Where the Buyer is a business customer, all amounts due under the Contract from the Buyer to the Seller shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
SUSPENSION AND CANCELLATION
- The Buyer shall have the following rights of cancellation:
- Where the Buyer is a business customer, it may inform the Seller in Writing of its desire to cancel the Contract but the Seller may elect at its discretion not to accept such cancellation. Any cancellation that is accepted by the Seller shall be subject to such terms as the Seller may specify.
- Where the Buyer is a Consumer, it has the right to change its mind and cancel the Contract at any time within 14 days of delivery of the relevant Goods. To exercise the right to cancel, the Buyer must inform the Seller by either (a) contacting the Seller’s customer services department on 01889 272180 or by emailing firstname.lastname@example.org and quoting the relevant Order number and delivery address or (b) printing off the form set out in Part 1 of the Schedule at the end of these Conditions and posting it to the Seller at the address on the form or simply writing to the Seller at that address, including details of the Goods purchased, when the Goods were ordered and the Buyer’s name and address. Cancellations made after 14 days will not be accepted by the Seller unless the Goods are faulty.
- Where the Contract is validly cancelled the Buyer must return (at its cost) or make available for collection by the Seller all of the Goods delivered pursuant to the Contract. If the Goods are to be made available for collection, the Buyer shall contact the Seller using the details in Condition 1.4 to arrange collection. All cancelled Goods must be returned unused and the Buyer must take reasonable care of all Goods in its possession. Where the Goods are to be collected by the Seller, the Seller reserves the right to charge a collection fee and in circumstances where such Goods are not ready for collection at the time when the Seller’s carrier arrives, then an additional charge may be payable by the Buyer which relates to those costs incurred by (or on behalf of) the Seller as a result of the Goods not being ready for collection.
- All returns in respect of cancelled Goods (other than defective Goods) are subject to a handling and/or re-stocking charge as notified by the Seller to the Buyer in Writing but in no event shall such charge(s) exceed an amount equal to 25% of the price payable for the Goods.
- Once the cancelled Goods have been received, the Seller will issue a credit note or if the Buyer is a Consumer, a refund for the full amount of the Order unless the Buyer has failed to take reasonable care of the Goods in which case a partial refund will be issued.
- The cancellation right detailed in Condition 7.1 is not available where the Buyer has made an Order for bespoke Goods whether or not the Buyer is a Consumer.
- In the event of the Seller being prevented from completing the Contract either wholly or in part in accordance with these Conditions due to any Force Majeure Event, then the Seller will contact the Buyer as soon as reasonably practicable to let the Buyer know and any further performance of the Contract shall be suspended for the period during which the Seller is so prevented. In the event of the Contract being suspended for a continuous period of more than three months then either party may give the other notice in Writing to terminate the Contract forthwith and in such circumstances the Buyer shall pay for all Goods supplied to the date of such termination such payment to be immediately due and payable upon termination. The Seller shall be under no liability whatsoever to the Buyer for any Losses suffered as a result of the Seller’s inability to perform its obligations under the Contract as a result of the Force Majeure Event.
- If the Seller shall be prevented from or delayed in delivering Goods in accordance with the Contract as a result of delay or default on the part of the Buyer or as a result of a Force Majeure Event, and the Contract is not cancelled in accordance with the other provisions of this Condition 7, the Seller shall be entitled to reschedule the date or dates for such delivery of the Goods to such time or times as it shall reasonably require taking into account its commitments to third parties. The Seller shall also be entitled to be paid storage charges for the Goods in the event of such delay or default by the Buyer and, notwithstanding Condition 12.1, such Goods shall be at the sole risk of the Buyer.
- The Buyer shall have the following rights of cancellation:
- Where the Buyer requires goods to be provided in addition to those Goods set out in the Order, the Buyer shall place an Order in Writing therefor which shall be deemed to be a separate offer by the Buyer to purchase goods on the terms of these Conditions, which the Seller shall be free to accept or decline at its discretion.
CLAIMS FOR DAMAGE IN TRANSIT/SHORTAGES
- The Seller agrees to make up any shortages or to repair or at its discretion replace free of charge any Goods lost, partially lost or damaged in transit to the contracted place of delivery in which event the time for the delivery of the same shall be extended for such period as the Seller may reasonably require.
- No claims for non-delivery, partial loss or damage to Goods in transit will be accepted by the Seller unless:
- they are notified in Writing by the Buyer to the Seller (with a copy to the carrier if the Seller’s own vehicles were not used) within 3 days after the day of delivery (in the case of partial loss or damage) or 14 days after the date of the invoice (in the case of non-delivery); and
- the Goods in respect of which a claim is made together with the packaging are preserved intact as received for a period of 21 days from notification of any such claim and the Buyer permits the Seller or its servants or agents full and free right of access to inspect the Goods and investigate the claim.
- The Seller shall use its reasonable endeavours to pass on to the Buyer such benefits relating to warranties in respect of or guarantees of the Goods which the Seller has under contract with a Supplier.
- Where the Buyer is a business customer only, the following Conditions 10.3 to 10.9 (inclusive) shall apply in respect of the quality of the Goods.
Subject to Condition 10.9 in respect of those Goods which qualify
for the Extended Warranty (as defined in that Condition), the Seller
warrants that on delivery, and for a period of 12 months from the date
of delivery (Warranty Period), the Goods shall:
- conform in all material respects with their description set out in the quotation and any relevant specification; and
- be free from material defects in design, material and workmanship.
Subject to Condition 10.5, if:
- the Buyer gives the Seller notice in writing during the Warranty Period within a reasonable time of discovery that the Goods do not comply with the warranty set out in Condition 10.3;
- the Seller is given a reasonable opportunity of examining the relevant Goods; and
- the Buyer returns the relevant Goods to the Seller at the Buyer’s cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
The Seller will not be liable for the relevant Goods’ failure to comply with the warranty in Condition 10.3 if:
- the Buyer makes any further use of the relevant Goods after giving a notice in accordance with Condition 10.4.1;
- the defect arises because the Buyer failed to follow the Seller’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;
- the defect arises as a result of the Seller following any drawing, design, pattern or specification supplied by the Buyer;
- the Buyer alters or repairs the relevant Goods without the Seller’s prior written consent;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
- the Goods differ from their description and any relevant specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this Condition 10, the Seller shall have no liability to the Buyer in respect of the Goods failure to comply with the warranty set out in Condition 10.3.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- These terms shall apply to any repaired or replacement Goods supplied by the Seller under Condition 10.4.
- With regard to those Goods which are part of the Seller’s ‘Hiper HIU’ range of products and which the Seller confirms in Writing qualify for extended warranty protection, the Buyer shall have the benefit of an extended 3 year warranty period in respect of such Goods (Extended Warranty). The Extended Warranty has the effect of replacing the standard warranty set out in Condition 10.3 but is subject always to the terms and conditions notified by the Seller to the Buyer, which can be found in the installation manual accompanying the relevant Goods or which shall otherwise be made available by the Seller upon request by the Buyer. For the avoidance of doubt, the ‘Hiper HIU’ range of products are only available for purchase by business customers.
- Where the Buyer is a Consumer, the following Conditions 10.11 and 10.12 shall apply in respect of the quality of the Goods.
- The Consumer Rights Act 2015 gives the Buyer certain legal rights for example, ensuring that the Goods are of satisfactory quality, fit for purpose and correspond with their description, sample or model. The Seller is under a legal duty to supply Goods that are in conformity with the Buyer’s legal rights and any failure to do so by the Seller may entitle the Buyer to a refund, repair or replacement. See Part 2 of the Schedule to these Conditions for a summary of the Buyer’s key legal rights. Nothing in these Conditions will affect the Buyer’s legal rights.
- Where the Buyer wishes to exercise its legal rights to reject Goods which are defective, the Buyer must either return the Goods in person to where it bought them, post the Goods back to the Seller or (if the Goods are not suitable for posting) allow the Seller to collect the Goods from the Buyer. The Seller will pay the costs of postage or collection (as applicable). The Buyer should call the Seller’s customer services team using the details set out at Condition 1.4 for a return label or to arrange collection.
LIMITATION OF LIABILITY
- Where the Buyer is a business customer only, the following Conditions 11.2 and 11.3 shall apply.
Nothing in these Conditions shall limit or exclude the Seller’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
Subject to Condition 11.2:
- the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect, special or consequential loss arising under or in connection with the Contract; and
- the Seller’s total liability to the Buyer 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 in no circumstances exceed an amount equal to the price of the Goods.
- Where the Buyer is a Consumer only, the following Conditions 11.5 to 11.7 (inclusive) shall apply.
- The Seller is responsible to the Buyer for foreseeable loss and damage caused by the Seller. If the Seller fails to comply with these Conditions, the Seller is responsible for loss or damage the Buyer suffers that is a foreseeable result of the Seller breaking the Contract or the Seller’s failing to use reasonable care and skill, but the Seller is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Seller and the Buyer knew it might happen, for example, if the Buyer discussed it with the Seller during the sales process.
- The Seller does not exclude or limit in any way its liability to the Buyer where it would be unlawful to do so. This includes liability for death or personal injury caused by the Seller’s negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Buyer’s legal rights in relation to the Goods as summarised in Condition 10.11 and for defective products under the Consumer Protection Act 1987.
- The Seller is not liable for business losses. The Seller will only supply the Goods to the Buyer for domestic and private use. If the Buyer uses the Goods for any commercial, business or re-sale purpose, the Selller’s liability to the Buyer will be limited in accordance with the above Conditions 11.2 and 11.3 as if the Buyer is a business customer.
TITLE OF GOODS
- The Goods are at the risk of the Buyer from the time of delivery.
Title to the Goods shall not pass to the Buyer until the earlier of:
- the Seller receiving payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to the Seller from the Buyer for sales of the Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums; and
- the Buyer reselling those Goods (noting that such right of re-sale is available to business customers only in accordance with these Conditions), in which case title to those Goods shall pass to the Buyer at the time specified in Condition 12.5.
- Where the Buyer is a business customer only, the following Conditions 12.4 to 12.7 (inclusive) shall apply in those circumstances where the Goods have been delivered by the Seller but not paid for in full by the Buyer.
Until ownership of the Goods has passed under Condition 12.2 the Buyer must:
- hold the Goods on a fiduciary basis as the Seller’s bailee;
- store the Goods (at the Buyer’s sole cost) separately from all other goods held by the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
- not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller and will produce the policy of such insurance to the Seller upon request; and
- hold the proceeds of the insurance referred to in Condition 12.4.4 on trust for the Seller and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
Subject to Condition 12.6, the Buyer may resell or use the Goods
in the ordinary course of its business (but not otherwise) before the
Seller receives payment for the Goods. However, if the Buyer resells the
Goods before that time:
- any sale shall be effected in the ordinary course of the Buyer’s business (but not otherwise) at full market value; and
- any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal and not the Seller’s agent when making such a sale.
If, before title to the Goods passes to the Buyer the Buyer
becomes subject to any of the events listed below in Conditions 12.7.1
to 12.7.3 (inclusive), then without limiting any other right or remedy
the Seller may have:
- the Buyer’s right to re-sell the Goods or use them in the ordinary course of its business ceases immediately;
the Seller may at any time:
- require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another item together with any documentation which accompanies such Goods including without limitation the installation manual; and
- if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the relevant Goods (and any accompanying documentation) are stored to recover them.
The relevant events for the purposes of Condition 12.6 shall be as follows:
- the Buyer (being an individual) has a bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver and/or manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any court for the winding up of it or for the granting of an administration order in respect of it or any proceedings are commenced relating to the insolvency or possible insolvency of it;
- the Buyer suffers or allows any execution whether legal or equitable to be levied on its property or obtained against it or fails to observe or perform any of its obligations under the Contract or any other contract between it and the Seller or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade; or
- the Buyer encumbers or in any way charges any of the Goods.
- Where the Buyer is a Consumer, the following Condition 12.9 shall apply in those circumstances where the Goods have been delivered by the Seller but not paid for in full by the Buyer.
- Until ownership of the Goods has passed under Condition 12.2.1, the Buyer must keep the Goods in their possession, take reasonable care of them and comply with any instructions or manuals given with the Goods. If the Buyer does not pay for the Goods in accordance with Condition 6.1, the Buyer must return the Goods (together with any documentation which accompanies such Goods) to the Seller (at its own cost) as soon as possible. If the Buyer does not return the Goods in such circumstances, the Seller may collect the Goods (and any accompanying documentation) from the Buyer at the Buyer’s cost.
- The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not yet passed from the Seller.
- For the purposes of Condition 12.1 the expression “Buyer” includes any subsidiary or holding company or associate of the Buyer where the Buyer is a business customer.
- Notwithstanding the reservation of title contained in Condition 12 the Buyer shall insure the Goods and/or any products made wholly or partly therefrom for the full amount of the price payable under the Contract with an insurance office of repute from the time of delivery of the Goods until the date title in the Goods passes to the Buyer pursuant to Condition 12 and procure that the interest of the Seller as the owner of the Goods is noted on the policy of such insurance and produce such policy to the Seller for inspection on demand.
- To the extent that the Seller discloses to the Buyer any information which the Seller considers to be information of a confidential nature, the Buyer shall keep such information confidential in accordance with the terms of the confidentiality agreement entered into (or to be entered into) between the Seller and the Buyer.
- The Seller reserves the right to transfer, sub-contract or sub-let its rights and obligations under these Conditions without the prior consent in Writing of the Buyer. The Buyer shall not be entitled to transfer its rights and obligations under these Conditions or otherwise mortgage, charge, sub-contract, or deal in any other manner with any or all of its rights and obligations under these Conditions without the prior consent in Writing of the Seller.
- The Seller reserves the right to correct any clerical or typographical errors made by its employees servants or agents at any time.
- The attention of the Buyer is drawn to the provisions of Section 6 of the Health and Safety Act 1974. The Seller shall use its best endeavours to pass on to the Buyer upon request such information on the design and construction of the Goods provided by the Supplier or manufacturer (as applicable) to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Buyer to take such steps as are necessary to ensure that such information relevant to the Goods which is appropriate is made available to its servants agents or any person to whom the Buyer supplies them and to any other person to whom the Buyer reasonably considers any such information should be given.
- The Goods shall not be used in any country other than that for which the Seller was aware they were originally ordered without the Seller’s consent in Writing.
- If Goods to be supplied under the Contract are to be used outside the United Kingdom the Buyer shall be deemed to have satisfied itself that such Goods comply with the safety regulations of any country or state in which the Goods are to be so used and the Buyer shall indemnify the Seller in full for any Losses incurred if such Goods do not comply with such safety regulations.
The Buyer warrants to the Seller that:
- where the Buyer is a business customer, it shall promptly notify and bring to the attention of its customers, contractors (if applicable) and end-users of the Goods, the Recommendations for Use in respect of the Goods;
- the Buyer will, and where the Buyer is a business customer will procure that its customers, contractors (if applicable) and end-users of the Goods will, install, operate or otherwise use, maintain, service and store the Goods strictly in accordance with any Recommendations for Use and with all relevant or applicable statutory or other regulations governing the installation, operation, use, maintenance, servicing or storage of the Goods;
- where the Buyer is a business customer and has purchased Goods which qualify for the Extended Warranty (as defined in Condition 10.9), then the Buyer shall promptly notify the Seller as soon as the relevant Goods have been installed so that the Seller is able to determine the start date of the Extended Warranty;
- any collection vehicle, container, ship or other means of transport provided by the Buyer or any agent of the Buyer will comply with all relevant legislation and regulations relating to health and safety requirements;
- the storage and transport facilities of the Buyer and all parts thereof and all equipment used in connection therewith is suitable for storage (both short term and long term) and transport of the Goods and complies with any statute, regulation, bye law or other rule having the force of law and relating to the storage of goods of the nature of the Goods; and
- the Buyer will ensure that the Goods are stored at temperatures appropriate to goods of that nature and will comply with and will procure compliance with, any recommendations as to the storage of the Goods notified to it by the Seller from time to time.
- The Buyer shall indemnify the Seller against any Losses arising from any breach of the warranties contained in Condition 14.8.
- If at any time any one or more of the provisions of these Conditions becomes or is invalid illegal or unenforceable in any respect under any law or is held by a court to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
- The Contract is between the Seller and the Buyer. No other person shall have any rights to enforce any of its terms.
- In the event of a dispute arising between the Seller and the Buyer concerning the sum or sums to which the Seller is entitled in addition to the Contract price as provided for in these Conditions then a certificate from the Seller’s auditors certifying such sum or sums shall be conclusive and binding upon the Seller and the Buyer. Any sum certified by such auditors shall be paid by the Buyer on or before thirty days from its receipt of such certificate together with the cost of obtaining such certificate.
- These Conditions and each and every Contract made pursuant thereto shall be governed by and construed in all respects in accordance with the laws of England and the Seller and the Buyer hereby agree to submit to the exclusive jurisdiction of the English Courts. Where the Buyer is a Consumer, nothing in this Condition shall prevent the Buyer from bringing legal proceedings in respect of the Goods in the Buyer’s country of residence.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing and shall be delivered personally or by pre-paid first-class post or other next working day delivery service 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 provision to the party giving the notice or sent by fax to its main fax number or sent by email to email@example.com (in the case of the Seller) or to the email address set out in the Order in respect of the Buyer, or such other email address as either party may notify to the other party in Writing from time to time. Any notice shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by fax or email, one Business Day after transmission.
- No waiver by the Seller of any breach of any provision of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision and the Seller shall not be prejudiced by any forbearance or indulgence granted by it to the Buyer.
- Part1 – Model Cancellation Form
- Model Cancellation Form To Intatec Limited Address: Airfield Industrial Etate, Hixon, Staffordshire, ST18 0P Email: firstname.lastname@example.org I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*] Ordered on [*]/received on [*], Name of consumer(s), Address of consumer(s), Signature of consumer(s) (only if this form is notified on paper), Date [*] Delete as appropriate
- Part1 – Summary of a Consumer’s key legal rights
- Summary of a Consumer’s key legal rights This is a summary of a Consumer’s key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the goods, a Consumer’s legal rights entitle the Consumer to the following: a) Up to 30 days: if the Consumer’s goods are faulty, then the Consumer can get an immediate refund. b) Up to six months: if the Consumer’s goods can’t be repaired or replaced, then the Consumer is entitled to a full refund, in most cases. c) Up to six years: if the Consumer’s goods do not last a reasonable length of time, the Consumer may be entitled to some money back. See also Condition 7.1.2 which relates to the Consumer’s right to change their mind.
- Part1 – Model Cancellation Form
Part1 – Model Cancellation Form
Model Cancellation Form
To Intatec Limited
Address: Airfield Industrial Etate, Hixon, Staffordshire, ST18 0P
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate
Part1 – Summary of a Consumer’s key legal rights
Summary of a Consumer’s key legal rights
This is a summary of a Consumer’s key legal rights.
These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the goods, a Consumer’s legal rights entitle the Consumer to the following:
a) Up to 30 days: if the Consumer’s goods are faulty, then the Consumer can get an immediate refund.
b) Up to six months: if the Consumer’s goods can’t be repaired or replaced, then the Consumer is entitled to a full refund, in most cases.
c) Up to six years: if the Consumer’s goods do not last a reasonable length of time, the Consumer may be entitled to some money back.
See also Condition 7.1.2 which relates to the Consumer’s right to change their mind.