Terms & Conditions for Sale of Goods
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By placing orders via this website or by any other means (i.e. by phone / email / fax / in-person), you agree to be bound by the terms and conditions set out below. We will from time to time update our terms and conditions. Your continued use of our website shows that you agree and will abide with these updates
If you have any queries relating to these terms and conditions you can contact us via email at email@example.com.
1. Definitions and Interpretation
1.1 In these conditions the following expressions shall have the meanings set out below unless the context requires otherwise:
- “Buyer” – the person who accepts the Seller’s written quotation for the sale of the Goods or whose written Order for the Goods is accepted by the Seller;
- “Conditions” – the standard conditions of sale set out in this document and (unless the context otherwise requires) including any Special Conditions and any other special terms agreed in writing between the Buyer and the Seller;
- “Contract” – the contract for the sale and purchase of the Goods as set out in these conditions.
- “ Goods” – the Goods (including any instalment of the Goods) which the Seller is to supply in accordance with these conditions;
- “ Seller” – S. Green & Sons Ltd (Company Number 760505) whose registered office is at 20 Commercial Road, London N18 1TP
- “Special Conditions” – any additional conditions which appear on the face of an Order or quotation as agreed between Buyer and Seller which form part of this contract
- “ Writing” – and any similar expression, includes facsimile transmission and comparable means of communication (including electronic mail).
1.2 Any reference in these conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 The headings of these Conditions are for convenience only and shall not affect their interpretation.
1.4 Any reference in these conditions to the singular shall include the plural and vice versa and any reference to one gender shall include all genders.
2. Basis Of The Sale
2.1 An Order from the Buyer (“Order”) constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate. The Seller shall not be bound to accept any Order from the Buyer.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.4 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects the liability of either party for fraudulent misrepresentation.
2.6 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.7 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the conditions of any Order (including any applicable specification of Goods) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with these Conditions.
3.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all liabilities, damages, costs, expenses and losses suffered or incurred by Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim against the Seller for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property right of any other person which results from the Seller’s importation of Goods in accordance with the Buyer’s specification. This Clause 3.2 shall survive termination of the Contract.
3.3 The Buyer shall not request that the Seller supplies Goods which the Buyer knows or ought reasonably to be aware infringe the intellectual property rights of any third party.
4. Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where the price has not been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order by the Seller unless otherwise agreed in writing. When the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4. 2 The Seller may, by giving notice to the Buyer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
4.3 any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.4 any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
4.5 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
4.6 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
4.7 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5. Terms of Payment
5.1 Subject to any special Conditions agreed in writing between Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless Goods are collected to be by the Buyer or the Buyer wrongfully refuses to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
- 5.2.1 cancel the Contract or suspend any further deliveries to Buyer;
- 5.2.2 decline to make further deliveries of any Goods to the Buyer except upon receipt of cash or other security satisfactory to the Seller;
- 5.2.3 appropriate any payment made by the Buyer of such Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may deem appropriate (notwithstanding any purported appropriation by the Buyer);
- 5.2.4 charge the Buyer interest (both before and after any judgment on the amount unpaid, at the rate of four per cent (4%) per annum above Bank of England base rate. This applies from the date of the invoice until the date the payment is received in full (a part of a month being treated as a full month for the purpose of calculating interest). For the avoidance of any doubt, the foregoing does not prevent the Seller from exercising its rights under any other statutory provision.
6.1 Any dates quoted for delivery of the Goods are approximate. The Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence for the purpose of this contract unless previously agreed by the Seller in writing. Where the Seller is unable to complete a delivery without further information or details from the Buyer and there is, in the opinion of the Seller a delay on the part of the Buyer in providing such information, the Seller may give notice extending the delivery period. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.2 Where delivery of the Goods is to be made by the Seller in bulk the Seller reserves the right to deliver up to five per cent (5%) more or five per cent (5%) per cent less than the quantity ordered without any adjustment in the price, other than a pro rata increase or decrease (as applicable) of the original agreed price for the Goods and the quantity so delivered shall be deemed to be quantity ordered.
6.3 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
6.4 If the Seller fails to deliver the Goods (or any instalment) for a reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, the Seller is accordingly liable to the Buyer. The Seller’s liability to the Buyer shall be limited to the amount of the Contract price (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
- 6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- 6.5.2 sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses charge the Buyer for any shortfall below the price under the Contract. In such circumstances, the Buyer hereby waives any cause of action it might have against the Seller for infringement of the Seller’s intellectual property rights arising as a result of the sale of such Goods by the Seller.
7. Risk and Property
7.1 Risk of damage to, or loss of the Goods, shall pass to the Buyer:
- 7.1.1 in the case where the Goods are to be collected from the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
- 7.1.2 in the case of Goods to be delivered, other than at the Seller’s premises, at the time of delivery. If the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any outstanding sums for any other Goods sold by the Seller to the Buyer for which payment is already due.
7.3 Until such time as title to the Goods passes to the Buyer, the Buyer shall hold the Goods delivered to the Buyer as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored in good condition, protected and insured against all risks and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business provided that the Buyer accounts to the Seller for all Goods sold or otherwise disposed of or used by the Buyer or anyone acting on behalf of the Buyer and the Buyer shall remain liable to the Seller for the price of the Goods sold in full.
7.4 Until such time as title to the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Seller or its agent may enter on any premises of the Buyer or any third party where the Goods are stored and repossess and remove the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
8. Warranties and Liability
8.1 Subject to the following provisions the Seller warrants that the Goods will materially correspond with their specification at the time of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
- 8.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, unsuitable storage conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
- 8.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) until the total price for the Goods has been paid by the Buyer in full;
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other conditions implied by statue or common law are excluded to the fullest extent permitted by law.
8.4 Subject to clause 8.5, if:
- 8.4.1 the Buyer gives notice in writing to the Seller within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
- 8.4.2 the Seller is given a reasonable opportunity of examining such Goods; and
- 8.4.3 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s reasonable cost,
- 8.4.4 the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
8.5 The Seller shall not be liable for Goods’ failure to comply with the warranty set out in clause 8.1 in any of the following events:
- 8.5.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 8.4.1;
- 8.5.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- 8.5.3 the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;
- 8.5.4 the Buyer alters or repairs such Goods without the written consent of the Seller;
- 8.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- 8.5.6 the Goods differ from their description the Specification as the case may be as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express conditions of the Contract, for the loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the contract or at all) for their use for resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
- 8.8.1 act of God, explosion, flood, tempest, fire or accident;
- 8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- 8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority;
- 8.8.4 import or export regulations or embargoes;
- 8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- 8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- 8.8.7 power failure or breakdown in machinery
- 8.8.8 denial of service attack.
9.1 The Seller shall be entitled to cancel any Contract with the Buyer or, at its discretion, suspend any further deliveries under any Contract with the Buyer without liability to the Buyer on the happening of one of the following “Termination Events”:
9.1.1 the Buyer is in breach of any provision of a Contract;
- 9.1.2 if the Buyer makes a voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration Order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Buyer; or
- 9.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- 9.1.4 the Buyer ceases, or threatens to cease, to carry on that part of its business which relates to any Contract with the Seller; or
- 9.1.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 In the event of termination of any Contract, the price of any Goods which have been delivered but not paid for, shall become immediately due and payable by the Buyer notwithstanding any previous agreement or arrangement to the contrary.
9.3 In the event that the Seller decides to suspend deliveries under any Contract, such suspension will be commensurate with the duration of the relevant Termination Event and thereafter until the Seller is satisfied that the Buyer is once again in a position to pay for Goods ordered.
10. Intellectual property and confidentiality
10.1 The Buyer acknowledges that the names of the Seller’s manufacturers and suppliers are confidential and shall keep them confidential save that they may disclose them to their professional advisers and employees on a strictly need-to-know basis.
10.2. The Buyer shall not use any of the Seller’s confidential information including the names of the Seller’s manufacturers and suppliers for any purpose whatsoever and shall not approach the Seller’s manufacturers or suppliers directly in connection with the sourcing of any products of a type supplied by the Seller whatsoever.
10.3 The Buyer acknowledges that the Goods and other products supplied by the Seller might be subject to intellectual property rights owned by the Seller or third parties. The Buyer shall not do anything and shall not procure anything to be done which amounts or might amount to an infringement of such intellectual property rights, including copying products, their packaging and any promotional materials.
11.1 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
11.2 The Buyer may not assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Conditions without the prior written consent of the Seller.
11.3 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
11.4 If one party gives notice to the other of the possibility that any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.5 A waiver of any right or remedy under these Conditions or law 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 these Conditions or by law shall constitute a waiver of that or any other right or remedy nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 A person who is not a party to these Conditions shall not have any rights to enforce its terms.
11.7 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).
If you have any queries relating to these terms and conditions you can contact us via email at firstname.lastname@example.org.