CONDITIONS OF SALE
Plasson UK Limited
1. Definitions & Interpretation
The “Seller” means Plasson UK Limited.
The “Buyer” means the party which places the Order with the Seller.
The “Order” means the Order placed by the Buyer with the Seller for the supply of Goods.
The “Goods” means the articles, products, components, units and/or any item described or referred to in the Order.
The “Quotation” if applicable,means the written price quotation issued by the Seller to the Buyer, pursuant to which the Buyer places its Order.
The “Price” means the prices for the Goods as agreed at the time of order placement, which my be revised from time to time. The Price quoted is per item supplied unless otherwise stated
“Force Majeure” means an event, or a series of related events, that is outside the reasonable control of the party affected, including but not limited to, industrial disputes, disasters, explosions, terrorist attacks, wars and acts of God.
“Terms” means these terms & conditions of Sale
2. Overriding of Prior Conditions
Unless otherwise agreed in writing by the Seller, these conditions, which supersede any earlier sets of conditions appearing in the Seller’s literature or elsewhere, shall override any terms or conditions stipulated, incorporated or referred to by the Buyer, whether in the Order or in any negotiations.
3. Sale by Description
All descriptive specifications, drawings and particulars of weight, dimensions and materials have been given by way of identification only and the use of such information shall not constitute a sale by description. The Seller’s employees and agents have no authority to make any representation, statement or report not contained in or incorporated into the Quotation and the Seller shall not be bound by any unauthorised representation, statement or report.
4. Variation of Specification
If the Seller adopts any variation in construction, design, materials or specification of its Goods, the Buyer shall accept such Goods in fulfilment of the Order, provided that the Goods so varied remain of the same quality and perform the same function as before.
5. Assembly Instructions
Where the Seller provides with the Goods instructions and/or advice regarding their assembly, installation and/or use, the Buyer, on selling or disposing of the Goods to any third party, is obliged to pass such instructions and/or advice on to such third party with the Goods.
Any date or time specified by the Seller for delivery of the Goods is intended as an estimate only and the Seller shall not be liable to make good any damage or loss arising either directly or indirectly out of any delay in delivery. Any dates for the delivery of the Goods agreed by the parties as part of an Order will not be of the essence of the Order. The Seller may at its absolute discretion dispatch and invoice Orders in whole or by instalments.
Where Goods are to be installed by or for the Seller, the Buyer shall ensure that a clear and suitable site is available and ready for the installation of the Goods and that the site is readily accessible to normal transport. Except where otherwise specified, the Seller shall not be responsible for labour or materials for any builders’ work, foundations, structural alterations, plumbing or electrical work.
8. Damage in Transit
The Seller will replace or repair free of charge Goods damaged or lost in transit (except where such transit arrangements are made by the Buyer) provided that the Buyer gives the Seller written notification of such damage or loss within 48 hours of its occurrence, or such other time as will enable the Seller to comply with the carrier’s conditions of carriage regarding loss or damage in transit.
The Goods are at the Buyer’s risk from the time of delivery to the Buyer’s premises or to such other destination as the Buyer designates in the Order.
The Buyer shall inspect the Goods immediately upon their arrival and shall within 3 days from the time of their arrival give notice in writing to the Seller of any matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the Order. If the Buyer fails to give such notice, the Goods shall be deemed to be in all respects in accordance with the Order and the Buyer shall be bound to accept and pay for the same accordingly. Goods sold may not be returned to the Seller without its prior written consent, which will only be given in exceptional circumstances.
The Price payable for the Goods shall be that shown in the Quotation and/or agreed at the time of order placement. The Seller is entitled at its sole discretion to increase the Price of the Goods at any time by giving to the Buyer 30 days notice in writing. The amounts payable under an Order are exclusive of all VAT and other taxes, which will be payable by the Buyer.
12. Interest on Late Payment
If the Buyer fails to make payment in full not later than the last day of the month following date of Seller’s invoice, or within such other time or times as has been agreed in advance in writing, the Seller at its discretion may charge the Buyer statutory interest on the overdue amount at the rate of 8% per year above the Bank of England base rate, from time to time, which interest will accrue daily until the actual payment date, be compounded and payable on demand. The Seller may claim interest and statutory compensation from the Buyer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998
13. Retention of Title
Legal property in the Goods shall remain with the Seller until payment in full is made by the Buyer and the Seller reserves the right to dispose of the Goods until payment is made in full for all the Goods in accordance with the terms of the Order. Until payment is made in full as above, the Buyer shall keep and store the Goods separately from any other goods in the possession of the Buyer so that the Goods can be easily identified. The Buyer is a bailee of the Goods and may sell the Goods to its customers by way of bona fide sale at full market value and in effecting such sale the Buyer shall be the agent of the Seller and has authority to sell the Goods for the account of the Seller. In the case of a sale of the Goods or any part of them to a third party, the Buyer shall stand in a fiduciary relationship to the Seller in respect of the proceeds of such sale and the Seller shall have the right to trace the proceeds of sale. The Buyer shall account separately for all proceeds of sale of the Goods and undertakes not to authorise any intermixing of such proceeds of sale in the Buyer’s general accounts. If payment by the Buyer is overdue, in whole or in part, the Seller may (without prejudice to any of its other rights) recover and/or resell the Goods or any part of them and may by its servants or agents enter upon the Buyer’s premises for that purpose. If any of the Goods are incorporated in or used as materials for other Goods before payment in full is made by the Buyer to the Seller, the legal property in the whole of such goods shall be and remain with the Seller until payment has been made in full by the Buyer under the terms of this clause, and all the Seller’s rights hereunder shall extend to such other goods.
Notwithstanding any other agreement between the Seller and the Buyer with regard to terms of payment, payment for the Goods shall become immediately due in full upon the commencement of any act or proceeding involving the Buyer’s insolvency, including any arrangements made by the Buyer with its creditors or any judgement for debt given against the Buyer.
The Seller warrants that:
it has the right to sell the Goods
the Goods are free from any charge or encumbrance
the Goods correspond to any description of the Goods supplied by the Seller to the Buyer
the Goods are of satisfactory quality
the Goods are fit for purpose
the Goods comply with laws, rules, regulations applicable to the marketing and sale of Goods in the UK
The Seller will promptly and in any event within 10 working days, fully respond to all reasonable enquiries and complaints by the Buyer relating to quality, performance and/or durability of the Goods
Without prejudice to the Buyer’s rights and remedies, if the Goods do not comply with any warranty given by the Seller, the Buyer may with the prior agreement of the Seller return those Goods for either:
A full refund of the price paid to the Seller for such Goods
A credit note in respect of the price of the Goods to be offset against future purchases from the Seller
Returned Goods must be properly packed and returned to the Seller within a reasonable time after agreement by the Seller. Any Goods returned in contravention of this Clause will not be the subject of any credit or replacements, and the Buyer shall continue to be liable for payment of the Goods
Except as stated above, all guarantees, warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute, common law or otherwise, are hereby excluded and negated, save where such exclusion would infringe the provisions of the Unfair Contracts Terms Act, 1977 or the Sale of Goods Acts.
Nothing in the contract will
Limit or exclude the liability of a party for death or personal injury resulting from negligence
Limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party
Limit or exclude any liability of a party under Section 12 of the Sale or Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982
Limit any liability of a party in any way that is not permitted under applicable law; or
Exclude any liability of a party that may not be excluded under applicable law
The Seller will not be liable in respect of any consequential losses such as, but not limited to, loss of profits, income, revenue
for any loss of business, contracts or commercial opportunities
for any loss or damage to goodwill or reputation
in respect of any loss or corruption of any data, database or software
in respect of any special, indirect or consequential loss or damage
for any losses arising out of a Force Majeure event
If any provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Terms will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part shall be deemed to be deleted, and the rest of the provision will continue in effect.
The Order, together with these Terms, shall be governed by and construed in accordance with the laws of England and Wales and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising whatsoever.