SHOPKIT GROUP OF COMPANIES - CONDITIONS OF SALE
All goods sold by Shopkit Group Limited (hereinafter called “the Company”) are sold subject to these conditions. No variation to these conditions shall be binding unless agreed in writing between an authorised representative of the Company and the Customer.
2. Quotations and Prices
(a) All quotations of price (whether written or oral) are subject to withdrawal or amendment by the Company at any time prior to receipt by the Company of any acceptance and thereafter are subject to correction of errors at any time. If the Company has not received an acceptance within 30 days of the date of quotation, the quotation shall be deemed to have lapsed.
(b) The prices quoted by the Company’s representatives are subject to stock availability, and whilst every endeavour will be made to supply at quoted prices, the Company reserves the right to revise prices without prior notice. In particular should any increase occur in the cost of labour, materials, transport and all or any other direct costs between the date of quotation and despatch of the goods, the Company reserves the right to adjust the contract price accordingly.
(c) All descriptions, dimensions, particulars, weights and specifications submitted by the Company are deemed to be approximate only, as are details given in any Company catalogue, price list and advertising, and do not form part of the contract.
(d) The Company’s employees or agents are not authorised to make any representations concerning the goods unless confirmed in writing. In entering into the contract the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
(a) Payment for goods shall be made by cash with order unless otherwise agreed in writing.
(b) If payment of the price or any part thereof is not made by the due date, the Company shall be entitled without prior notice and without affecting other rights hereunder:
(i) to charge interest on the outstanding amount at the rate of 1.5% per annum above the National
Westminster Bank base rate from time to time, until payment in full is made, and to cancel or suspend delivery of any goods ordered by the Customer which have not been delivered without incurring any liability to the Customer.
(c) The Customer shall have no right of set-off in respect of any claim it may make against the Company.
(d) The time for performance of the Customer’s obligations (whether as to payment or otherwise) shall be of the essence so that failure to perform shall entitle the Company at its option to treat the contract as repudiated by the Customer and in the event that invoices remain outstanding then all invoices then in existence, whether or not due for payment will immediately become due and payable.
(e) The Company shall have a right of set-off against any sums due by the Company or any of its associated companies to the Customer.
(a) The Company will endeavour to deliver the goods without delay and to comply with reasonable delivery instructions; but any specified time of delivery shall not be of the essence of the contract and the Company shall not be liable for late delivery howsoever caused nor shall such failure to deliver be deemed to be a breach of any contract, without limitation to the foregoing, the Company shall not be held liable or responsible for any delay in delivery due to the fault or negligence of any carrier.
(b) If the Customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions then without prejudice to any other right or remedy available to the Company, the Company may (a) store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or (b) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract. The Company shall not accept any liability whatsoever for goods which are lost or damaged after delivery in accordance with the Customer’s delivery instructions.
5. Title to Goods
(a) Notwithstanding delivery and the passing of risk the property in all the goods delivered by the Company to the Customer shall remain vested in the Company until unconditional payment in full is received and cleared through the Company’s bank account not only for the goods but also for the goods and/or services comprised in any other contracts between the Company and the Customer which have been delivered and/or performed but remain unpaid.
(b) Until payment due from the Customer under all the contracts between the Customer and the Company has
been received in full:
(i) the Customer shall hold the goods upon trust for the Company;
(ii) the Customer shall at all times keep the goods comprehensively insured against normal perils and damage;
(iii) the Customer shall subrogate to the Company any rights it may or will have in respect of insurance monies recoverable for the goods;
(iv) the Customer shall hold the goods as bail in a fiduciary capacity for the Company and it shall be the responsibility of the Customer to keep the goods in good condition at its own expense. The Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Company for the proceeds of the sale or otherwise or the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties;
(v) the goods shall be held separately from any other assets and be identified as the property of the Company and;
(vi) the Customer shall permit any officer, employee, representative or agent of the Company to enter with or without vehicles onto the Customer’s premises or other site where the goods are located and to repossess the goods.
6. Cancellation by the Company
If the Customer shall fail to make any payment when due or enters into any arrangement with it's creditors, or if, being an incorporated Company, shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect, or if, being an unincorporated Company shall have a receiving order made against it; or if there shall be any breach by the Customer of any of these Conditions, the Company may defer or cancel any further deliveries and treat the contract as determined without prejudice to its right to the unpaid purchase price of the goods delivered and to damages for any loss suffered in consequence thereof and to any interest outstanding. The Company reserves the right to cancel or reduce any order in event of being unable for any reason to execute either the whole or part thereof.
(a) Any claims relating to faulty or damaged goods must be made to the Company in writing within two working days of the date of delivery. The Company shall have the right to inspect the goods at the Company’s premises or the Customer’s premises. If the Company agreed that the Customer has rightfully rejected the goods. The Company shall be entitled to replace the faulty or damaged goods within two working days free of charge or, at the Company’s sole discretion refund to the Customer the price of the goods, and the Company shall have no further liability to the Customer.
(b) Any returned goods must be sent to the Company at the Customer’s expense. The Company will refund or replace returned goods subject to a 20% handling charge to the Customer and subject to the Company being satisfied that the goods are stock items and have been returned to the Company in the same condition as that in which they were delivered to the Customer. If the goods are manufactured or a process is to be applied to the goods in accordance with a specification submitted by the Customer, the Customer shall not have the right to return the goods unless they are faulty or damaged in accordance with Condition 7(a) hereof.
(c) Any claims for non-delivery must be received by the Company in writing within two working days of the expected date of delivery.
Subject to the Unfair Contract Terms Act 1977 and except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract. For any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the goods or their use or resale by the Customer, except as expressly provided in these conditions.
9. Force Majeure
Every effort will be made to carry out the contract but if its due performance is subject to cancellation by the Company and such variations as the Company may deemed necessary as a result of inability to secure labour, materials or supplies as a result of any Act of God, War, Strike, Lock-out, other Labour Dispute, Fire, Flood, Drought. Legislation or other cause (whether of the foregoing class or not) beyond the Company’s control. The Company shall be under no liability for failures, variations and delays attributable to causes beyond its control.
10. Other Conditions of Sale
By ordering any goods from the Company, the Customer will be deemed to have accepted that these Conditions take precedence over any other Conditions contained on or in any letter, acceptance form, receipt or the like received by the Customer in connection with the goods so ordered and that any such other conditions will not form part of the contract between the Company and the Customer for the sale of such goods.
11. Governing Law
These Conditions and all quotations, offers and acceptances shall be governed by and construed according to English Law, and the Company and the Customer shall submit to the jurisdiction of the English Courts.
Any complaints regarding the goods or services supplied should be made to: 100 Cecil Street
Hertfordshire WD24 5AD
T: +44 (0)1923 818282
F: +44 (0)1923 818280
E: firstname.lastname@example.org You can e-mail, write, telephone or fax us with your complaint.
Our normal office hours are 9am - 5.30pm Monday - Friday.
These Terms and Conditions do not affect any of your statutory rights.