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TERMS AND CONDITIONS OF SALE OF WINDOW DISPLAYS

1      DEFINITIONS

1.1   "Buyer" means the organisation or person who buys or agrees to buy the Goods from the Seller; 1.2   "Buyer’s Purchase Order" means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2; 1.3   "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods and where appropriate Services incorporating these Terms and Conditions; 1.4   "Delivery Date" means the date specified by the Seller when the goods are to be delivered; 1.5   "Goods" means the articles that the Buyer agrees to buy from the Seller; 1.6   "Services" means "Design", "Training", "Marketing" and "Installations"; 1.7   "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time; 1.8   "Price" means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage, freight, installation, postage or insurance costs, unless specifically detailed in the quoted price; 1.9   "Seller" means XTRACS LIMITED, UNITS 9-12 CHAPEL FARM IND ESTATE, HARTWELL, NORTHANTS NN7 2EU; 1.10 "Terms and Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller; 1.11 It is expressly understood that neither the Buyer nor the Seller are consumers, as defined by the Unfair Contract Terms Act 1977; 1.12 Any reference to a statutory provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

 

2     CONDITIONS

2.1  These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions that the buyer may purport to apply under any purchase order, confirmation of order or similar document. 2.2  All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions. 2.3  Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions. 2.4  Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 2.5  The plans, drawings, specifications and samples submitted are the property of the Seller and only to be used between the Buyer and their client. 2.6  Costs involved by delay in commencement of work on the order or a suspension of work on the Buyer/client’s site for reason beyond the control of the Seller including, but not limited to, industrial action, will be treated as a variation. Where there is a variation then the Buyer will have to pay for all the Goods and Services ordered.   2.7  Unless otherwise specified it is a condition of quotations/orders that the Buyer/client will provide a clear level site and that the Buyer/client will remove any existing shelving, signage, lighting or shopfittings, which are not, required in order to satisfy the order. If the company is required to carry out any such clearance or levelling this will then be subject of a separate charge. No credit can be obtained by the Buyer/client for any material so removed by the Seller from site. 2.8  The Buyer/client shall provide on the site, without charge to the Seller, adequate lighting and electricity for carrying out the work and for the use of portable tools during the progress of the work. 2.9  The Seller reserves the right to employ a subcontractor of it’s choice on all or part of the works detailed in the specification. 2.10 The Seller shall be entitled to write or affix its name on the products sold or work done.

 

3     PRICE AND PAYMENT

3.1  The Price shall be those prices prevailing at the date of despatch, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any analogous sales tax, carriage, freight, installation, postage or insurance costs, unless specifically detailed in the quoted price. 3.2  Payment of the Price and VAT and any other applicable costs shall be due within 30 days of the “Tax Point”/”Invoice” date of receipt of the invoice supplied by the Seller, unless otherwise agreed. 3.3  As per the “Late Payment of Commercial Debt (Interest) Act 1998” interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8.00% per annum above the base rate of The Bank of England from time to time in force. 3.4  VAT will be charged at the rate ruling at the time of completion of the contract. 3.5  Where a credit account is not formally agreed then payment for the order will be required upfront before delivery is made or as agreed otherwise in the contract. 3.6  An account may be opened upon the supply of three trade references and an acceptable credit rating given by our bank. 3.7  Credit cards are acceptable for all orders (Visa, Access, Switch and Delta). 3.8  Unless otherwise stated, quotations are firm for 30 days from “Quote” date. 3.9  Orders accepted by us, cannot be cancelled by the Buyer, except upon such terms as will indemnify us against any actual or anticipated loss.

 

4    THE GOODS

4.1  The quantity and description of the Goods shall be as set out in the Buyer’s Purchase Order. 4.2  The Goods shall be required only to conform to the specification in the Buyer’s Purchase Order. Photographs and drawings are for illustrative purposes only and may not exactly match the product itself. 4.3  The Seller cannot accept any responsibility for any variation of colour or design between materials supplied and samples previously approved by the customer. 4.4  Credit or refunds for goods ordered in excess of requirements may only be returned to the Seller under the following conditions:        4.4.1 an approved “Returns Material Authorisation” (RMA) form has been filled in by the Buyer correctly and returned with the goods;       4.4.2  the intention to return the goods is notified to the Seller within 10 working days from date of receipt of goods by the Buyer at their premises;       4.4.3  the goods are returned to the Fleet head office address at the Buyer’s expense;       4.4.4  all goods should be returned in the original or other adequate packaging to avoid damaging the goods;       4.4.5  that the goods are in a saleable condition, which will be determined on receipt of goods at the Seller’s head office in Northants;       4.4.6  that the goods are standard stocked items. Goods classified as “Specials”, which are goods customised/specially made for the Buyer are not subject to any credit or refunds;       4.4.7  all goods will be subject to a handling charge of 25% of original invoice value before discount, excluding carriage, installation and VAT.

 

5    DELIVERY OF THE GOODS

5.1  Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyer’s Purchase Order on the Delivery Date and the Buyer shall be deemed to have accepted the Goods upon their delivery. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 5.2  The Delivery Date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract. 5.3  If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. 5.4  The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller in writing of the damage within 72 hours of delivery. 5.5  Risk shall pass on delivery of the Goods to the Buyer. 5.6  No claim will be made by the Buyer nor accepted by the Seller for any losses due to late delivery however caused. 5.7  The Seller reserves the right to make deliveries/ and or services by instalments and to render a separate invoice in respect of each such instalment. 5.8  If the Seller exercises its rights to make deliveries/and or services in accordance with sub-paragraph 5.7 above, then any delay in the provision of such deliveries/and or services, or failure to deliver any further instalment or instalments, shall not entitle the Buyer to reject the Contract or the delivery/service of any other instalment or to withhold payment in respect of any instalment previously delivered/serviced.

 

6   TITLE

6.1  The Seller warrants that it has good title to the Goods. 6.2  Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

 

7    GUARANTEE

7.1 All metal components have a lifetime guarantee. All other products excluding lamps and fuses are covered under a 12 month warranty. Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or at its sole discretion, replace defective Goods free of charge, subject to the following conditions: 7.1.1 such notice being served in writing within 12 months of delivery; 7.1.2 the defect being due to the faulty design, materials or workmanship of the Seller and not due to normal wear and tear. 7.1.3 the Seller shall not be liable for any defects or damage caused through use of equipment, which was not specified at the time of quotation/acceptance of order. 7.1.4 the above provisions do not apply to light bulbs or fuses. 7.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense. 7.3 Where goods have been installed by the Buyer or sub-contractor of the Buyer and have become defective then the Seller will not be at liberty to visit the Buyer to replace the product. If a visit is made by the Seller then a charge for the visit will be made. 7.4 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the buyer. 7.5 Subject to the Seller’s liability under Clause 6 and subject to Clause 8, the Seller shall be under no liability whatever to the Buyer for any loss (including loss of profit), costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods. 7.6 Subject to this Clause 7 and to Clause 8, all other warranties, conditions or terms whether made expressly or implied by common law or by statute relating to use, quality, and/or fitness for purpose are excluded.

 

8     LIMITATION OF LIABILITY

8.1  Subject to Clauses 8.2 and 8.3, in the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages, which shall in no circumstances exceed the Price of the Goods. 8.2  Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents. 8.3  Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for breach of the warranties contained in Clause 6 or for breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applies to the Contract.

 

9     FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war or threat of war, terrorist activity, closure of ports or airports, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of 90 days of its obligations. Outside this 90 day period the contract will then become terminated and any work done, Goods Installed, Goods Ordered/bought will have to be paid for in full by the Buyer.

10     SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

11     GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales

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