Terms and conditions

Terms & Conditions of Sale 1. INTERPRETATION 1.1 In these Terms and Conditions of Sale the following words shall have the following meanings: "Conditions" - the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) any special terms agreed in writing between the Supplier and the Buyer "Contract" - the contract between the Supplier and the Buyer for the sale and purchase of the Goods, incorporating these Conditions "Goods" - any goods agreed in the Contract to be supplied to the Buyer by the Supplier (including any part or parts of them) "Price" - the price of the Goods as set out in the quotation or, if no price is set out within the quotation the price shall be the price stipulated in the Supplier's published price list current at the date of delivery of the Goods. The price is exclusive of carriage, packing and insurance costs and VAT "Buyer" - the person, firm or company who purchases the Goods from the Supplier "Supplier" - SCC International Limited 2. APPLICATION OF CONDITIONS; FORMATION OF THE CONTRACT 2.1 These Conditions shall govern the Contract to the exclusion of any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document and the Buyer waives any right it might have to rely on such terms and conditions. 2.2 No variation to these Conditions shall have effect unless expressly agreed in writing and signed by a duly authorised representative of the Supplier. 2.3 For across- the-counter sales at the Supplier's premises, the Contract is made at the point of sale. 2.4 Where a quotation is provided by the Supplier it will be open for acceptance within 30 days and the Contract is made upon acceptance of the quotation by way of the Buyer's order. 2.5 Where no quotation is provided, the Contract is made upon acceptance of the Buyer's order by the Supplier. 2.6 In the case of orders placed by way of the Supplier's web-site, the Contract is made upon the Supplier sending to the Buyer an email confirming receipt of the Buyer's order. 2.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.8 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions. 3.PRICES 3.1 The Price shall be the Supplier's quoted price exclusive of Value Added Tax as set out in the quotation, or if there is no quotation, in the Supplier's price list. 3.2 Quantity rates will apply only to each individual order; orders may not be aggregated to obtain quantity rates. 3.3 Unless the Supplier shall have previously agreed in writing with the Buyer that the Goods shall be supplied on credit, payment for the Goods shall be made in full by the Buyer prior to the Goods leaving the Supplier’s premises by credit card, cleared funds, or such other method that may be acceptable to the Supplier. 3.4 Where the Supplier has agreed to supply the Goods on credit the Supplier shall be entitled to invoice the Buyer for the Goods on or at any time after delivery of the Goods and the Buyer shall pay the Price within 30 days of the invoice date (or such other period from the date of the Supplier’s invoice as the Supplier may have agreed in writing before the Contract is made) notwithstanding that the title to the Goods has not passed to the Buyer. 3.5 The time of the payment of the Price shall be of the essence. If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Supplier the Supplier shall be entitled to: 3.5.1 Cancel the Contract or suspend any further deliveries of the Goods to the Buyer, or require the provision of such financial security as the Supplier may deem necessary before making further supply. 3.5.2 Appropriate any payment made by the Buyer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Buyer). 3.5.3 Charge interest for late payment from the due date until payment in cleared funds is received by the Supplier at 4% per annum over the base rate for the time being of Barclays Bank PLC such interest to accrue on a daily basis and be payable on demand and after as well as before judgement. 3.5.4 Charge the Buyer all the costs incurred by the Supplier for recovering the debt from the Buyer. 3.5.5 The Buyer shall not be entitled to delay or withhold payment on account of any alleged claim. 4. ORDERS 4.1 All orders made by the Buyer by telephone must be confirmed in writing by the Buyer within 7 days. 4.2 All orders shall be subject to these Conditions. 4.3 The acceptance of orders shall be subject to the Buyer’s credit worthiness as determined by the Supplier. From time to time, upon request by the Supplier, the Buyer shall furnish the Supplier with such financial information requested by the Supplier as will enable the Supplier to evaluate the Buyer’s financial status. 4.4 The Supplier may, in it’s sole discretion, limit, modify or cancel the credit of the Buyer both as to time and amount, and the Supplier shall have the right to cancel any orders placed by the Buyer or refuse or delay shipment if the Buyer fails to meet payment schedules or other creditor financial requirements established by the Supplier from time to time. Such cancellations, refusal, or delay shall not constitute termination or breach of any order, contract or agreement by the Supplier.   5. Buyer's right to cancel the Contract 5.1 T his Condition shall not apply to Contracts made by way of across-the-counter sales. 5.2. Subject to 5.1 above, this Condition shall only apply to Contracts made with persons acting as consumers, ie persons who are acting for purposes which are outside their business. 5.3 The Buyer may cancel the Contract with the Supplier for the Goods at any time up to the end of the seventh working day from the date the Buyer receives the Goods. The Buyer does not need to give the Supplier any reason for cancelling the Contract nor will the Buyer have to pay any penalty. 5.4 To cancel the Contract the Buyer must notify the Supplier in writing. 5.5 If the Buyer has received the Goods before the Buyer cancels the Contract then the Buyer must send the Goods back to the Supplier at its own cost and risk. If the Buyer cancels the Contract but the Supplier has already processed the Goods for delivery the Buyer must not unpack, install or use the Goods when they are received by the Buyer and the Buyer must send the Goods back to the Supplier at its own cost and risk as soon as possible. 5.6 Once the Buyer has notified the Supplier that it is cancelling the Contract, any sum paid to the Supplier by the Buyer will be refunded to the Buyer as soon as possible and in any event within 30 days of the cancellation of the Contract PROVIDED THAT the Goods in question are returned by the Buyer and received by the Supplier in the condition they were in when delivered to the Buyer. lf the Buyer does not return the Goods delivered to it or does not pay the costs of delivery, the Supplier shall be entitled to deduct the direct costs of recovering the Goods from the amount to be re-credited to the Buyer. 6. DELIVERY 6.1 Unless otherwise agreed in writing by the Supplier, delivery of the Goods shall take place at the Supplier's place of business. 6.2 Any dates given for delivery are estimates only and the Supplier shall not be responsible for any delays. 6.3 Time of delivery shall not be of the essence and the Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods (or any part of them) promptly or at all. 6.4 Upon delivery of the Goods the Buyer shall examine the Goods on their delivery for any obvious damage or shortage and shall report any damage or short delivery in writing to the Supplier within three days of the date of delivery. 6.5 The Buyer shall report any non-delivery of the Goods in writing to the Supplier within 10 days of the invoice date or the expected date of delivery. 6.6 If the Buyer fails to give notice or to report non-delivery to the Supplier in accordance with theses terms or shall deal with the Goods in any manner or if there shall be any conduct by the Buyer inconsistent with rejection of the Goods, then the Buyer shall be deemed to have accepted the Goods and the Supplier shall have no liability whatever to the Buyer in respect of those Goods. No claims or rejection properly made pursuant to these Conditions in respect of any part delivery of the Goods shall be a ground for cancellation of the Contract. 6.7 The Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. The Supplier shall promptly upon request supply all documents reasonably required by the Buyer for this purpose. 7. TITLE TO THE GOODS 7.1 Ownership of the Goods shall not pass to the Buyer until they are fully paid for, but the risk in the Goods shall be borne by the Buyer from the date of delivery by the Supplier or its agents to the Buyer. 7.2 Following delivery, the Goods shall remain the sole and absolute property of the Supplier until all debts owed by the Buyer to the Supplier (whether part-paid, secured or otherwise) are settled and until such time the Supplier retains the right to dispose of the Goods as it sees fit. 7.3.1 The Supplier may repossess (and for this purpose follow or trace) the Goods at any time from the Buyer, if in his possession, if the Supplier considers that the amount outstanding is in excess of the credit limit and overdue for payment. The Supplier, its servants and agents may enter the Buyer’s premises where the Supplier has reason to believe any of the Goods are situated and the Buyer hereby grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. 7.3.2 The Buyer as bailee undertakes to keep the Goods safe and in good order and condition and shall not amend, obliterate or remove the identification marks on the Supplier's property. 7.3.3 Should the Buyer have passed the Goods or any of them to a third party (or have incorporated them to work for a third party) this will be deemed to have been done as the Supplier's agent only and any sums received by the Buyer in respect of such Goods or such work shall be held in trust for the Supplier until all sums due to the Supplier are discharged. 7.4 The Buyer's right to possession of the Goods shall terminate immediately if: 7.4.1 The Buyer has a bankruptcy order made against him or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver and / or manager, administrator, administrative receiver or supervisor appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency of the Buyer. 7.4.2 The Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution 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 the Supplier and the Buyer, or is unable to pay its debts or the Buyer ceases to trade. 7.5 All costs (including legal fees) occasioned in the recovery of the Goods shall be paid by the Buyer.   8. WARRANTY 8.1 The Supplier warrants that the Goods on delivery will comply with the manufacturer specification for the Goods. 8.2 The Supplier shall not be liable for breach of the warranty in condition 8.1 unless: 8.2.1 The Buyer gives written notice of any defect to the Supplier within 3 working days of delivery (and the Buyer agrees to inspect the Goods within this time accordingly); and 8.2.2 The Supplier is given a reasonable opportunity of examining the Goods and the Buyer (if asked to do so by the Supplier) returns the Goods to the Supplier's place of business at the Buyer's expense for the examination to take place there. 8.3 The Supplier shall not be liable for a breach of the warranty in condition 8.1 if: 8.3.1 The Buyer makes any further use of the Goods after giving notice of any defect; 8.3.2 The defect arises due to the Goods being stored or used otherwise than in accordance with any applicable instruction manual, or Supplier's instructions; or 8.3.3 The Buyer alters or repairs the Goods without the written consent of the Supplier. 8.4 Subject to conditions 8.2 and 8.3 above, if any of the Goods do not conform with the warranty in condition 8.1 the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the Price. The Supplier shall have no further liability for breach of the warranty in condition 8.1 in respect of such Goods 8.5 The Supplier makes no other warranty, express or implied with respects to the Goods, their marketability, quality or fitness for any particular use or purpose, whether or not the Supplier is aware of that purpose. In particular but without prejudice to the general provisions of these conditions no responsibility is assumed for incidental or consequential damages by reason of any warranty express or implied. 8.6 The warranty in condition 8.1 is not assignable and applies only to the first buyer from the Supplier. Where there is a manufacturer's warranty, however, the Supplier agrees to persons who the manufacturer intends may claim on that warranty having the benefit of the manufacturer's warranty. 9.SPECIFICATION OF GOODS 9.1 Unless otherwise agreed in writing by the Supplier the specification of the Goods shall be as set out or referred to in the quotation, or if no quotation arises, in the relevant manufacturer's technical data current at the time of the quotation (or if none, the Contract) available from the manufacturer's web-site or, on request, from the Supplier. Drawings, descriptive matter or other information contained in catalogues or brochures or on the Supplier's web-site are for the sole purpose of giving a general identification of the goods described in them. It is the Buyer's responsibility to ascertain the technical specification and description of the Goods, to identify the Goods by the correct product code or number as published in the Supplier's catalogue/web-site, and to satisfy itself that the Goods are suitable for the Buyer's purpose. 9.2 The Supplier shall not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specification or technical data of the Goods and will not be responsible for any loss or damage resulting from curtailment or cessation of supply of the Goods following such variation. The Supplier will use its reasonable endeavours to advise the Buyer of any such impending variation as soon as it receives any notice thereof from the manufacturer. 9.3 The Supplier reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any Contracts entered into for goods of non standard specifications and in no circumstances will it consider cancellation of such Contracts or the return of the Goods. 10. LIMITATION OF LIABILITY 10.1 Condition 8 sets out the entire liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: 10.1.1 any breach of these Conditions; and 10.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract. 10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 10.3 Nothing in these Conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier's negligence or fraudulent misrepresentation. THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4 10.4 Subject to conditions 10.2 and 10.3: 10.4.1 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to 150% of the Price; and 10.4.2 the Supplier shall not be liable to the Buyer for loss of profit, goodwill or business opportunity or production downtime or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. 11. FORCE MAJEURE The Supplier shall not be responsible or liable for its failure to perform its obligations if such failure is beyond the control of the Supplier, or beyond the control of the suppliers of the Supplier including, without limitation, acts of God, unavailability or shortage of materials or energy necessary to produce and/or deliver products by usual modes of transportation, fire, flood, war, embargo, strikes, labour disputes, explosions, riots, laws, rules, regulations, restrictions or orders of any governmental authority, or any other cause, other than financial, beyond the control of the Supplier or its suppliers. 12. GENERAL 12.1 The Buyer shall not assign the Contract or any part of it without the prior written consent of the Supplier. 12.2 The Supplier shall be entitled to assign the Contract or any part of it to any person, firm or company. 12.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 12.4 Failure or delay by the Supplier in enforcing any provision of the Contract will not be construed as a waiver ofany of its rights under the Contract. 12.5 Any 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 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 notice. 12.6 No third party shall be entitled to any benefit under, or any right to enforce, any provision of the Contract. 12.7 The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.