- In these conditions:
“the Company” means SIP (Industrial Products) Limited which has its registered office at Gelders Hall Road, Shepshed, Loughborough, Leicestershire, LE12 9NH, England and SIP (Machinery Europe) Limited which has its registered office at ASM, First Floor, Block One, Quayside Business Park, Dundalk, Co Louth, Ireland, whichever may be the Company selling the goods subject of this contract (as referred to in the Order);
“the Contract” means the contract for the sale of the Goods made between the Company and the Purchaser consisting of these conditions and the Order;
“the Order” means the Company’s sales order for Goods;
“the Purchaser” means the person, company or firm who is named in the Order;
“the Goods” means those goods of the Company detailed in the Order; and
“Working Day” means any day other than a Saturday, Sunday or UK bank holiday
- Unless otherwise agreed in writing by the Company these conditions shall supersede any earlier sets of conditions of sale and shall override any terms or conditions stipulated, incorporated, or referred to by the Purchaser whether in a purchase order, in the course of negotiations or at any time.
- The Purchaser has had an opportunity to consider these conditions of sale and to take legal advice if so desired before agreeing to be bound by them.
- Dimensions, weights, and descriptions of the Goods stated on the offer, acceptance, catalogue, or circular are approximate only and are not binding as to details.
5. PAYMENT
Unless otherwise agreed in writing by the Company the terms of payment shall be:-
- Accepted electronic payment methods.
- Payments by debit or credit card may not exceed £5000.
- Payments by debit or credit card may not exceed £5000.
- Unless otherwise agreed by the Company in writing all invoices shall be paid by the end of the month subsequent to the month in which the invoice is issued.
- The Company is entitled to charge interest at the rate of 8% above the base rate of the Bank of England any sum outstanding from the date when the same becomes due until the date of actual payment.
- Terms of payment as agreed shall be strictly observed by the Purchaser and the time for payments shall be of the essence.
- The obligations of the Company (including but not limited the provision of any warranty in relation to the Goods) are subject to the terms of payment and all the Purchaser’s other obligations being observed in full.
- The Company reserves the right to increase the price of the Goods in the period between the date of the Order and delivery to reflect any increase in the cost of labour, transport, raw materials, any new tax liability and/or variations in the rate of exchange and/or import duty that Goods. In the event that the Company exercises this right, it shall notify the Purchaser in writing (a “Price Change Notice”) and the Purchaser shall notify the Company if it accepts the revised price or wishes to cancel the Order. If the Purchaser does not respond to the Price Change Notice within seven days it shall be considered to have accepted the new price.
10. RISK & TITLE
10.1. The risk in the Goods shall pass to the Purchaser on completion of delivery.
10.2. Title to the Goods shall not pass to the Purchaser until the Company has received payment in full (in cash or cleared funds) for:
a. the Goods; and.
b. any other goods or services that the Company has supplied to the Purchaser in respect of which payment has become due.
10.3. Until title to the Goods has passed to the Purchaser, the Purchaser shall:
a. hold the Goods on a fiduciary basis as the Company's bailee;
b. store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Company's property;
c. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
e. notify the Company immediately if it becomes subject to any of the events listed in clause 16.2; and
f. give the Company such information relating to the Goods as the Company may require from time to time,
but the Purchaser may resell or use the Goods in the ordinary course of its business.
10.4. If before title to the Goods passes to the Purchaser the Purchaser becomes subject to any of the events listed in clause 16.2, or the Company reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them and the Purchaser shall give the Company all reasonable assistance in relation to the recovery of the Goods.
11. DELIVERY
11.1. All Goods shall be delivered ex-works Shepshed unless special carriage and packing arrangements have been previously agreed and the cost of packing and any form of transport shall be paid by the Purchaser. Any date of delivery mentioned by the Company is an estimate only and the Company shall not be liable for the consequences of delay howsoever caused. Delivery shall be completed when the Goods are loaded onto the Purchaser’s vehicle (in case of collection by the Purchaser) or unloaded from the Company’s (or their agent’s) vehicle (in the case of delivery by the Company)
11.2. All Goods must be inspected immediately on delivery. Under no circumstances shall the Company be liable for damage to the Goods unless the Company is notified within 24 hours of completion of delivery of the Goods or in the case of non-delivery, unless notice is given within seven Working Days of the due date of arrival. The Company is not liable for any damage to goods shipped from distributor to their customer.
12. CANCELLATION
The Company reserves the right to cancel any Order if after acceptance the Goods set aside for such Order are destroyed or damaged beyond repair and cannot be replaced. Subject to clause 9 above no Order may be cancelled by the Purchaser without the written consent of the Company.
13. WARRANTY
The Company’s standard warranty terms are applicable from the date of sale of an item by a distributor to their customer. The warranty period applicable to an item is as stated in the Company’s warranty document.
14. The Company shall not be liable for any expense which the Purchaser may incur in connection with the removal or replacement of any parts of the Goods whether for the purposes of inspection or otherwise. Parts of the Goods or the Goods themselves returned to the Company shall be returned carriage paid and shall be in due course returned to the Purchaser ex-works.
15. STATEMENTS & USE OF THE COMPANY BRAND
15.1. The Company shall not be bound by any statement as to price, representation, warranty or condition not expressly specified herein nor any representation, warranty, or condition, whether verbal or in writing made by its agents or servants unless also confirmed in writing by the Company.
15.2. When acting as an approved distributor or stockist of the Goods the Purchaser shall follow the Company’s brand guidelines when using the name, logo or other brand signifier of the Company. The latest product imagery, video, descriptions and technical data must be used by the Purchaser. All of the above can be requested from / provided by SIP Marketing (marketing@sip-group.com).
16. PURCHASER’S INSOLVENCY OR INCAPACITY & CONSEQUNCES OF TERMINATION
16.1. If the Purchaser becomes subject to any of the events listed in clause 16.2, or the Company reasonably believes that the Purchaser is about to become subject to any of them and notifies the Purchaser accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries without incurring any liability to the Purchaser, and all outstanding sums in respect of Goods delivered to the Purchaser shall become immediately due.
16.2. For the purposes of clause 16.1, the relevant events are:
a. the Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
b. the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Purchaser is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
c. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
d. (being an individual) the Purchaser is the subject of a bankruptcy petition or order;
e. a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
f. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser;
g. (being a company) a floating charge holder over the Purchaser's assets has become entitled to appoint or has appointed an administrative receiver;
h. a person becomes entitled to appoint a receiver over the Purchaser's assets or a receiver is appointed over the Purchaser's assets;
i. any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(a)to clause 16.2(h) (inclusive);
j. the Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
k. the Purchaser's financial position deteriorates to such an extent that in the Company's opinion the Purchaser's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
l. (being an individual) the Purchaser dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
16.3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17. LIMITATION OF LIABILITY
17.1. Nothing in these conditions shall limit or exclude the Company's liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d. defective products under the Consumer Protection Act 1987; or
e. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
17.2. Subject to clause 17.1:
a. the Company shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b. the Company's total liability to the Purchaser 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, including losses caused by a deliberate breach of the Contract by the Company, its employees, agents or subcontractors shall not exceed the price of the Goods.
18. FORCE MAJEURE
The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Company’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
19. RETURNS
Goods are not sold on a “Sale or Return” or “On Approval” basis. Unauthorised returns will not be accepted and will returned at the Purchaser’s cost. Goods correctly supplied to the Purchaser’s order will not be accepted for return or exchange unless by prior agreement in writing with a minimum restocking fee of 15% (provided that the returned Goods are in “brand new” condition. If not, the restocking fee will be higher) which will be deducted from the credit note, with a minimum charge of £10. The Purchaser will also be liable for all carriage charges relating to the return.
20. INDEMNITY
The Purchaser will indemnify the Company in so far as the law permits against any claim which arises from or in connection with the Purchaser’s use of or onward supply of Goods whether such liability arises by reason of the Purchaser’s negligence or their breach of contract or their breach of statutory duty or howsoever any such liability may arise.
21. VARIATION & LAW
No variations in respect of these conditions of sale shall be accepted unless confirmed in writing by the Company. These conditions shall be governed by and construed in accordance with English Law and the Leicester County Court shall be the venue for the hearing of any Court proceedings.
22.SEVERANCE
22.1.If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
22.2.If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
23.WAIVER
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
24.THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have any rights under or in connection with it.
