1) The Parties
a) The “Seller” STP Office Supplies Ltd.
b) The “Buyer” the person purchasing any goods from the seller.
2) The Bargain
a) The Seller shall sell and the Buyer shall buy the goods upon and subject to the express terms set out within these conditions.
3) Prevailing Conditions
a) All Orders are accepted only upon these Conditions which shall, override any terms or conditions howsoever incorporated or referred to by the buyer.
b) No alteration or addition to these Conditions shall be incorporated into this agreement unless expressly accepted by an authorised representative of the Seller in writing.
c) These Conditions constitute all the terms of the agreement between the parties and no other terms or conditions shall apply whether oral or in any separate order, confirmation or otherwise and any statutory or other condition is hereby excluded.
d) All quotations and tenders are subject to withdrawal or amendment at any time prior to the Seller’s acceptance of the Buyer’s order.
e) The seller shall not be bound by any clerical or arithmetical errors in any price list invoice statement quotation or other documentation whatsoever.
a) The time of delivery shall not be the essence of the contract and failure by the Seller to make delivery on any particular date shall not entitle the Buyer to terminate this Agreement or refuse the delivery or to claim for any expense, loss of profits or other consequential losses whatsoever.
b) Deliveries are free on all orders of or in excess of £25.00 (exec. VAT). A standard handling charge which maybe on all orders under £25.00 (exec. VAT).
c) The seller reserves the right to charge for returnable pallets, containers or cages that are returned damaged or not returned.
d) The delivery address must be stated on the Buyer’s official purchase order, any charges to the stated delivery address must be made in writing at least 2 days before the delivery date.
e) The Buyer shall advise the seller at the time of placing an official purchase order of any restrictions denying the Seller reasonable access to the stated delivery address. The buyer shall ensure that installation area is clear of any obstructions that may cause the installation to be delayed. The seller reserves the right to pass to the buyer any cost incurred resulting from delivery and installation restrictions caused by the buyer.
a) All goods are sold at prices ruling at the date of despatch and may vary at the Sellers discretion from those originally quoted or shown in the seller’s current price list or any brochure or advertising material.
b) The Buyer shall in addition to the total price be liable to pay and Value Added Tax that may be payable and imposed on goods.
a) The Buyer shall make payment in full for the goods net 30 days after the date of invoice.
b) If the buyer shall fail to make payment on or before the due date, the Seller reserves the right to charge in addition to the price of the goods (and without prejudice to any other right of the seller). Interest shall accrue on the amount outstanding at 3% above Barclays Bank PLC base rate for the time being such interest to be compounded for month on month.
No claims regarding alleged defects to goods shall be considered by the seller unless;
a) In the case of damage or loss in transit or shortage the Buyer advises the Seller’s local sales office of same within 48-hours of delivery; and
b) In other cases;
i) the goods concerned are inspected by the Buyer and the Buyer advises the Seller’s local office of the alleged defects within one week of delivery in writing; and
ii) if the buyer shall fail to give such notice the goods shall be deemed to be in accordance with Agreement and the buyer shall be bound to accept delivery and make payment accordingly.
c) Subject to Clause (a) and (b) above defective goods shall be replaces, provided that the goods are proved to be defective to the entire satisfaction of the seller (and it’s opinion shall be conclusive) but no claim for expenditure upon any such goods, loss of orders, loss of profits or for any other consequential loss or damage whatsoever will be accepted by the Seller and any liability in this respect is expressly excluded.
8) The Goods
The goods that the Seller offers to supply are designed for the purposes described in the Seller’s trade literature and are subject to any limitations contained therein. No warranty is given that the goods are fit for any other purpose unless the Buyer specifies in writing details of that purpose and the Seller expressly warrants that the goods are fit for that purpose to the Buyer in writing.
9) Intervening Events
The Seller shall not be liable for any breach of this agreement caused by the Seller’s inability to produce materials or articles required for the performance of the Agreement or caused directly or indirectly should the Seller’s reasonable control including without limitation to the generality of the foregoing, war hostilities, government action, breakdown, delay in transportation, any form of labour dispute, fire, flood or act of God.
10) The Buyer’s Position
a) The Buyer shall not be entitled to withhold payment of any amount allegedly payable by the Seller because of dispute claim by the Buyer against the Seller nor shall the Buyer be entitled to set of against any amount payable any monies which are not presently payable by the seller or for which the seller disputes liability.
b) The seller shall be entitled (without prejudice to its other rights against the Buyer) by notice in writing to the buyer to rescind any agreement between the Seller and the Buyer or to suspend delivery should the Buyer (in the case of an individual) enter into any agreement with or for the benefit of its creditors or having a Receiving Order in Bankruptcy made against him or (if a corporate) go into liquidation either voluntary or compulsory under supervision of suffer a Receiver to be appointed or judgement to levied or be in breach of the terms and conditions of the agreement.
c) The Buyer should be entitled to cancel or amend an official purchase order with in 5 working days of the date of the order at no cost to the buyer. The seller shall be entitled to charge a cancellation fee equivalent of 50% of the value of an order (excluding VAT) if the buyer cancels an order after five days from the date of the order.
d) Where the buyer has placed an official purchase order for bespoke items not included in the seller’s current catalogue, the buyer shall sign the seller’s bespoke product specification order form. Upon signing the bespoke product specification order form. Upon signing the seller’s the buyer shall be bound to accept delivery and make payment accordingly subject to Clause 7 and excluding Clause 10c.
11) Passing of Risk & Retention of Title
a) Risk in the goods shall pass to the buyer upon delivery.
b) Notwithstanding the above condition the property in the goods shall remain with the seller until full payment of all monies awed to it by the Buyer for the order governed by these condition shall have been received or until prior resale.
c) Until full payment has been made the buyer shall hold the goods only as the seller’s bailee and will keep same at no cost to the seller so that they are clearly identified as belonging to the seller.
d) Until such payment as aforesaid has been made the buyer shall not remove the goods or allow them to be removed from the address to which they are delivered and shall keep the goods in good condition and shall not allow then to become the subject of any changes or lien whether by operation of law or otherwise.
e) If the buyer shall permit any judgement to be taken or levied against it or (being a corporation) go into liquidation or have a receiver approved.
12) Seller’s Liabilities
a) The seller does not seek to exclude the following liabilities:
i) For negligence causing death or personal injury.
ii) Under third party agreements.
b) The seller shall not be liable for any indirect or consequential loss or damage including (without limitation to the foregoing) economic lass, loss of profits, business, operating time or use or any other form of loss or damage of whatsoever nature and howsoever arising.
c) The implied conditions set out in the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 shall be expressly excluded. Save as provided in these conditions each and every liability of the seller is excluded.
d) Subject to clause 12 (e), the buyer shall be entitled to cancel or amend an official purchase order for furniture within 3 working days of the date of the order at no cost to the buyer. The seller shall be entitled to charge a cancellation fee equivalent to 50% of the value of an order for furniture (excluding VAT) if the buyer cancels such an order after three days from the date of order.
e) Where the buyer has placed an official purchase order for bespoke products not included in the seller’s current catalogue, the buyer shall sign the seller’s bespoke product specification form, the buyer shall be bound to accept delivery and make payment in accordance with these conditions save the clause 12 (d) shall not apply.
13) Invalidity of Part
The invalidity or unenforceability for any reason of any part of this contract shall not prejudice or affect the validity or enforceability of the remainder.
The headings contained in these conditions do not form part of them and such headings shall be ignored in constructing each of the conditions herein contained.
15) Bespoke Goods
If the buyer wishes to purchase bespoke goods, the buyer will be required to enter into a separate agreement in respect of such goods, which may vary or augment these conditions (failing which these conditions shall continue to apply in their entirety).
Any notice consent or the like required to be given under these conditions shall be in writing and sent registered post to the address of the other party herein set out in as such changed address as shall for that purpose be notified to the other and every such notice consent or the like shall be deemed to have given three days after transmission at the address to which it was sent.
This contact shall be construed according to and be governed by the Laws of England and any dispute shall be referred to the High Court of Justice in England.
With regards to the wood finish the description denotes the type and does not necessarily refer to solid timbers, it may include veneers, plywood, blockwood, melamine or paper foil. Sizes are nominal, but endeavour is made to keep these accurate.
19) Every care has been taken to ensure that descriptions and specifications are correct at the time of going to press, but we reserve the right to amend such details without notice.