The following definitions and rules of interpretation will apply in these terms and conditions of sale:
1.1.1 Buyer means you, being the person, firm or company who purchases the Goods from us, the Seller.
1.1.2 Seller means us, Zero Ridge Limited
1.1.3 Contract means any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these terms and conditions
1.1.4 Goods means any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them)
1.1.5 Words in the singular include the plural and in the plural include the singular
1.1.6 A reference to one gender includes a reference to the other gender.
1.1.7 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF THESE TERMS
2.1 Subject to any variation under condition 2.2 the Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These terms and conditions shall apply to all the Seller’s sales and any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by the Seller.
2.3 The Buyer acknowledges that it will not and has not relied upon any statement, promise or representation made or given by or on behalf of the Seller which is not set out in these terms and conditions but nothing in these terms and conditions shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for goods by the Buyer shall be deemed to be an offer by the Buyer to buy goods subject to these terms and conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.1 The quantity and description of the goods shall be set out in the Seller’s quotation or acknowledgement of order.
3.2 All samples, drawings and descriptive matter, specifications and advertising issued by the Seller are issued and published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Delivery of the goods ordered by the Buyer shall take place at the delivery address last specified to the Seller in writing by the Buyer or (if no address has been specified) at the Buyer’s place of business.
4.2 Any dates specified by the Seller for delivery of the goods are intended to be an estimate and the time for delivery shall not be of the essence.
4.3 If for any reason the Buyer fails to accept delivery of any of the goods or the Seller is unable to deliver the goods because the Buyer has not provided appropriate instructions, documents or authorisations:
4.3.1 risk in the goods shall pass to the Buyer (including for loss or damages caused by the Seller’s negligence);
4.3.2 the goods shall be deemed to have been delivered; and
4.3.3 the Seller may store the goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.4 The Buyer shall provide at the place of delivery and at its expense adequate and appropriate equipment and manual labour for unloading the goods.
4.5 The Seller shall not be liable for any non-delivery of goods unless the Buyer gives written notice to the Seller of the non-delivery within 21 days of the date when the goods would in the ordinary course of event have been received.
4.6 Any liability of the Seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such goods.
5.1 The goods are at the risk of the Buyer from the time of delivery
5.2 Ownership of the goods shall not pass to the Buyer until the Seller 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 Seller from the Buyer on any account.
5.3 Until ownership of the goods has passed to the Buyer, the Buyer shall:
5.3.1 store the goods separately from all other goods of the Buyer or any third party in such a way as they remain identifiable as the Seller’s property;
5.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
5.3.3 maintain the goods in a 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. On request the Buyer shall produce the policy of insurance to the Seller.
5.4 The Buyer may resell the goods before ownership has passed to it solely on condition that any sales shall be effected in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to the Seller on behalf of the Seller and the Buyer shall account to the Seller accordingly.
5.5 The Buyer’s right to possession of the goods shall terminate immediately if:
5.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his 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 company) convenes a meeting of creditors, or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purposes only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof or a resolution is passed or a petition presented to any court 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 or possible insolvency of the Buyer; or
5.5.2 the Buyer fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
5.5.3 the Buyer encumbers or in any way charges any of the goods.
5.6 The Seller shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Seller.
5.7 The Buyer grants to the Seller, 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 recover them where the Buyer’s right to possession has terminated.
5.8 Where the Seller is unable to determine whether any goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
5.9 On termination of the Contract, howsoever caused, the Seller’s rights contained in this condition 5 shall remain in effect.
6. PRICE AND PAYMENT
6.1 Unless otherwise agreed by the Seller in writing , the price for the goods shall be the price set out in the Seller’s price list published on the date of delivery or deemed delivery.
6.2 Unless stated otherwise the price for the goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, carriage and insurance, which the Buyer shall pay in addition when it is due to pay for the goods.
6.3 Subject to condition 6.5 payment of the price for the goods is due in the number of days as set out in the Seller’s invoice or as otherwise notified in writing by the Seller to the Buyer from time to time.
6.4 No payment shall be deemed to have been received until the Seller has received cleared funds.
6.5 All payments payable to the Seller under the Contract shall become due immediately on its termination.
6.6 The Buyer shall make all payments due under the Contract in full and without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring any such deduction.
6.7 If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the HSBC Bank, accruing on a daily basis until payment is made. Nothing in this clause 6.7 shall affect the Seller’s right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 or other such statutory provision as may be in force from time to time.
7.1 Where the Seller is not the manufacturer of the goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
7.2 The Seller warrants that on delivery and for a period of 6 months from the date of delivery the goods shall:
7.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
7.2.2 be reasonably fit for their purpose.
7.3 The Seller shall not be liable for a breach of any of the warranties in condition 7.2 unless:
7.3.1 the Buyer gives written notice of the defect to the Seller within 30 days of the time when the Buyer discovers or ought to have discovered the defect; and
7.3.2 the Seller is given a reasonable opportunity after receiving notice of examining such goods and the Buyer (if so request by the Seller) returns such goods to the Seller’s place of business at the Seller’s cost for examination to take place there.
7.4 The Seller shall not be liable for breach of any of the warranties in condition 7.2 if:
7.4.1 the Buyer makes any further use of such goods after giving such notice; or
7.4.2 the defect arises because the Buyer failed to follow the Seller’s instructions as to the storage, use maintenance or installation of the goods or good trade practise; or
7.4.3 the Buyer alters or repairs such goods without the written consent of the Seller.
7.5 Subject to condition 7.3 and condition 7.4, if any of the goods do not conform with any of the warranties in condition 7.2 the Seller shall at its option repair or replace such goods (or the defective part) or refund the price of such goods at the pro rata Contract rate provided that, if the Seller shall so request, the Buyer shall, at the Seller’s expense, return the goods or the part of such goods which is defective to the Seller.
7.6 If the Seller complies with condition 7.5 it shall have no further liability for a breach of any of the warranties in condition 7.2 in respect of such goods.
8. LIMITATION OF LIABILITY
8.1 Subject to conditions 4 and condition 7, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
8.1.1 any breach of these conditions;
8.1.2 any use made or resale by the Buyer of any of the goods; and
8.1.3 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
8.2 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) are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these terms or conditions excludes or limits the liability of the Seller:
8.3.1 for death or personal injury caused by the Seller’s negligence; or
8.3.2 under section 2(3) of the Consumer Protection Act 1987; or
8.3.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
8.3.4 for fraud or fraudulent misrepresentation.
8.4 Subject to condition 8.2 and condition 8.3 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.
9.1 The Seller may assign the Contract or any part of it to any person, firm or company.
9.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
10. FORCE MAJEURE
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in carrying on its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.
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 or 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.
11.1 NO WAIVER
11.2 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
11.3 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
12. RIGHTS OF THIRD PARTIES
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
Any notice or communication to be given by one party of the Contract to another party shall be in writing and delivered by hand or sent by pre-paid first class post to the address of the other party’s main place of business or to an address as may be notified by the receiving party. Notices or communications shall be deemed to have been received if delivered by hand on the day of delivery or if sent by pre-paid first class post 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting.
14. GOVERNING LAW AND JURISDICTION
The Contract shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.