Sea Fire Europe Ltd Standard Terms & Conditions of Sale

1. (i) In the context of these terms and conditions, the” Seller” means Sea Fire Europe Ltd which accepts an order for the supply of goods or services.

(ii)The term “Buyer” means the person, firm or company named in the order form, or the person, firm or company who or which issues an order to the seller for the supply of goods and all references to “him/her” and “his/hers” hereafter shall be construed accordingly.

(iii) The term “goods” means any item, service or article supplied by the seller to the buyer.

 

2. The buyer accepts that before entering into a contract for the purchase of any goods from the seller he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of any circumstances which would entitle or debenture holder or secured creditor to appoint a receiver, to petition for winding up of the company or to exercise any other rights over or against the company’s assets.

 

3. Unless otherwise agreed in writing by the seller no goods shall be supplied by the seller to the buyer except in accordance with these conditions, which supersede any earlier sets of conditions appearing in the seller’s catalogues, websites or elsewhere. These conditions shall constitute the entire terms and conditions of the contract between the buyer and the seller and in the event of any conflict these conditions shall prevail over any other terms and conditions stipulated, incorporated or referred to by the buyer whether in the order or in any other negotiations or otherwise.

 

4. Any representation or warranty written or verbally made or given prior to this contract is hereby expressly excluded and all catalogues, brochures, specifications, drawings, shapes, descriptions and illustrations, price lists or any other advertising material are intended to represent a general idea of goods described therein.

 

5. Any waiver by the seller of any one or more of these conditions does not constitute a permanent waiver of any conditions so waived nor a general waiver of these conditions as a whole and nor does the same in any way impair the seller’s rights.

 

6. Any time or date named by the seller for the collection/delivery of any goods is given as a forecast only, in the light of any prevailing conditions and is given and intended as an estimate only.

 

7. If despite the seller’s best efforts, the seller fails to despatch or deliver the goods by such time or date, such a failure shall not constitute a breach of this contract and the seller shall not be liable to the buyer to make good any damage or loss whatsoever whether arising directly or indirectly out of any delay of delivery.

 

8. In the event that for any reason the seller is unable to supply the goods or services at a time or date named for collection/delivery, such time or date shall be postponed for a reasonable period.

 

9. In the event that by any circumstance or reason beyond its reasonable control the seller is unable to supply any goods or services within a reasonable period after the date named for delivery, the seller and the buyer shall be able to cancel or withdraw from the contract in respect of any goods then not delivered, but the seller shall not be liable for any loss or damage whatsoever whether arising directly or indirectly out of such cancellation or withdrawal or out of any non-delivery of any goods.

 

10. Collection shall be made by the buyer no later than the date (if any) named for collection or, if no date so be named, at the date when the seller is ready to despatch or deliver the goods.

 

11. In the event should a buyer fail to collect the goods at the due date as said earlier then,

(i)         The seller reserves the right to immediately, or at any time following, to cancel the buyers order. such cancellation entitling the seller to dispose of any goods and/or restock any items recoverable and obtain from the buyer compensation for loss of profit of a minimum 25% restocking fee and any other sums due to the seller under these conditions.

 

12. The seller shall attempt to supply the exact quantity of goods or services ordered by the buyer, but the total quantity of goods or services supplied shall be subject to a tolerance of 35% and the buyer shall be obliged to pay pro rata for the goods/services actually supplied and not withstanding that any part of the goods or services ordered shall remain outstanding.

 

13. Unless otherwise stipulated by the seller then all prices quoted by the seller are exclusive of carriage. Any transport arrangements or requirements are to be included in the order from the buyer and prices to be agreed formally beforehand.

 

14. Prices do not include the costs of recycling products under the European WEEE directive 2002/96/EC and such costs may be charged extra to the quoted price.

 

15. Unless a charge has been made therefor under section 14 if the provisions of any WEEE directive 2002/96/EC financing and organising of any disposal of the goods will be the responsibility of the buyer, and the buyer will indemnify the seller in respect of all such liabilities.

 

16. The buyer shall inspect and test any goods immediately upon receipt of the goods and shall within 15 days of such inspection give notice in writing to the seller of any matter, thing or defect by reason on which he alleges that the goods are not in accordance with the contract.

 

17. In the event of any goods being subject to defects not discoverable upon reasonable inspection or testing at the time of delivery, then within 15 working days of such a discovery of an alleged defect, and in the event within the 60 days of delivery of the goods to the buyer, the buyer will give notice in writing to the seller thereof.

 

18. The company will at its own discretion either refund the cost or replace free of charge any products proved to the companies’ satisfaction to have been at fault prior to despatch from the company upon receipt of notice in writing of any defect upon initial inspection and as stated in clause 16. The company accepts no liability for loss, damage or delays in transit.

 

19. Subject as in hereinafter provided the seller will at its own discretion replace at the point of delivery and at its own cost any goods in which defects arise solely from faulty materials, workmanship appear within the period of 12 months from the date of despatch from the seller place of work.

 

• In no event will the seller’s liability exceed the invoice value (exclusive of VAT) of such defective goods.
• The buyer shall comply with all of its obligations (including payment for the goods) under this contract.
• The buyer has at his own cost returned the allegedly defective goods to the seller for inspection.

 

20. The seller shall not be liable in any event:
    • In respect of any goods of which the notice pursuant to clause 16 hereof has not been given within the period specified
    • In respect of any defect in goods supplied to the seller, then the seller may enforce any manufacturers guarantee for the benefit of the buyer.
    • In respect of any damage which has been sustained in transit.
    • In respect of any damage caused by improper storage or poor installation.
    • In respect of any defect in goods which have been misused, not serviced in accordance manufacturer’s instructions or permitted or allowed to fall into a poor state of condition or repair.
    • For any expenses, loss of profit or related loss of any kind howsoever caused.

 

21. The seller’s liability hereof shall be in lieu of any warranties or conditions whether express or implied by statute, Common law or otherwise howsoever, which warranties and conditions are hereby excluded.

 

22. Save as aforesaid and save in respect of death or personal injury arising from the negligence of the seller its servants or agents, the seller shall not be liable for any claim or claims for direct/indirect consequential or incidental injury, loss or damage made by the buyer against the seller whether in contract or tort (including negligence on the part of the seller, its servants or agents) arising out of or in connection with any defects in the goods /services or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of contract or breach of a fundamental term thereof) the seller, its servants or its agents in the performance of this contract.

 

23. The seller’s responsibility contained in this clause shall apply only to the buyer.

 

24. The buyer accepts as reasonable that the seller’s liability for any goods which are defective shall be set out in these conditions: in fixing that limit the seller has had regards to the contract price of the goods, the nature of the goods, the use which they will receive and the resources available to each party including servicing facilities and insurance cover to meet any liability.

 

25. The buyer confirms that it will ensure that all goods are properly installed and used in accordance with the health and safety at work act 1974. The buyer will indemnify Brigit Systems UK Ltd against claims, damages, losses, costs and expenses arising out of that act or otherwise arising out of the supply by the buyer or use by others of the goods, including those incurred by Brigit Systems UK Ltd as a result of claims by third parties arising out of the combination or use of the equipment or ancillary products that may be connected to the equipment.

 

26. If the buyer shall at any time cancel this contract or refuse to collect/accept the goods the buyer shall be liable to the seller for the total contract price in respect thereof, subject of credit in such sum (net cost of sale) as the seller may realize in selling or disposing the goods elsewhere.

 

27. The time within which the buyer is to pay for the goods or services shall be of the essence of this contract and in the event that the buyer shall not make payment by the due date all sums due to the seller from the buyer under this and any other contracts for the supply of goods shall forthwith become payable to the seller.

 

28. All account are payable on demand. In the absence of demand payment in full for the goods supplied shall be made by the buyer to the seller on or before the last working day of the month next succeeding the month the seller’s invoice is dated. In the event of the payment being made by cheque the payment will not be deemed to have been paid until such cheques have cleared our banking system.

 

29. The seller shall be entitled to charge interest at a rate of 2.5% of the total invoice value per month upon all overdue balances. The seller shall also be entitled to charge reasonable costs as it may incur in recovering any overdue balance.

 

30. The seller shall be entitled to charge interest at a rate of 2.5% of the total invoice value per month whereby the buyer has failed to collect the goods or take delivery where delivery has been requested on a certain date. The seller shall also be entitled to charge reasonable costs as it may incur in recovering any overdue balance as laid out in the contract.

 

31. The buyer shall not be entitled to withhold, suspend or set off payment for goods or services received by the buyer for any reason whatsoever.

 

32. There will be a charge made on each occasion for any cheque rendered in payment where the cheque has to be represented or is initially refused.

 

33. The seller shall be entitled to charge any costs incurred in recovering overdue balances from the buyer and such costs shall be added to the buyers existing overdue balances.

 

34. The seller shall be entitled to suspend or cancel any further collection/deliveries of goods if the payment from the buyer on this or any other contract between the buyer and the seller is overdue.

 

35. The seller shall be entitled to cancel or suspend any further deliveries/collections if the buyer has reached or exceeded the buyers credit limit or if any proceedings have commenced against the buyer or threatened against the buyer in which the buyers solvency or credit worthiness is at stake or if the seller is advised of circumstances causing doubt upon the credit worthiness and satisfactory security for payment which is not given by the buyer upon request from the seller.

 

36. The risk in respect of all the goods and services sold under this contract shall pass to the buyer upon despatch of the goods and services by the seller. In any event the property of the goods shall not pass to the buyer except as provided in clause 38.

 

37. In relation to export contracts the International chamber of commerce INCOTERM 1990 shall apply.

 

38. Until the goods or services in this or any other contract between the buyer and seller has been paid for in full.
    • The sole property of the goods comprised in this contract shall remain vested in the seller as legal and equitable owner notwithstanding the collection of the same and the passing risk therein.
    • The buyer accepts that he is in possession of the goods solely as a Bailee for the seller.
    • The buyer shall store the goods in such a way that they are easily recognisable as being the seller’s property.
    • The buyer shall be at liberty to sell the goods in the course of the buyer’s business subject to the condition in clause 39.

 

39. The conditions attaching to the buyer’s liberty to sell on the goods are:
    • That such sale take place as agent/Bailee for the seller.
    • The entire proceeds of such sale are held by the buyer on trust for the seller.
    • That in the event of the sale the buyer shall account to the seller the proceeds of the sale.
    • That if the buyer has not received the proceeds of the sale he will if called upon to do so by the seller within 14 days and assign to the seller all rights against the person or persons to whom he has supplied the goods, or any product or chattel made from the goods.
    • That the seller may at any time remove the buyer’s power of sale in the event of any breach by the buyer of the terms and conditions.

 

40. Upon determination of the buyer’s power of sale the seller shall be entitled by itself, its servants or its agents to enter upon any of the buyer’s premises for removing or repossession of such goods or their proceeds of sale and the seller shall be entitled to claim from the buyer the costs and expenses incurred by the seller in the process of removal and repossession.

 

41. Until title of the goods has passed to the buyer, the buyer shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.

 

42. The buyer shall insure the goods against theft or damage howsoever caused until their price has been paid or until sale, whichever shall first occur. The seller shall be entitled to call for copies of said insurance policies.

 

43. Nothing in these terms and conditions shall entitle the buyer to return the goods or delay payment therefore or constitute or be deemed to have constituted the buyer as the sellers agent otherwise than for the purpose of this clause or render the seller liable to any third party for any authorised representation or warranty made or given by the buyer to such third party in relation to the goods or prevent the seller from maintaining an action for the price notwithstanding that the property in the goods may not have been passed to the buyer.

 

44. The seller retains a general Lien on any of the buyer’s equipment or other goods in the seller’s possession for any monies the buyer may owe to the seller.

 

45. In the event of a breach of the terms and conditions not being remedied by the buyer within 25 days of the sellers written notice requesting such remedy or the buyer entering into a composition or arrangement with his creditors or committing any act of bankruptcy or being declared bankrupt or upon the buyer being a company entering into an arrangement with its creditors the

seller shall be entitled without prejudice to its other rights suspend all further goods from delivery or collection and the buyer shall be responsible for any resulting loss to the seller.

 

46. This contract shall be governed by English law and the parties hereto shall submit to the sole jurisdiction of the English courts.

 

47. In the case of overseas buyers all disputes arising with the present contract shall be finally settled by under the rules of conciliation and arbitration of the International chamber of commerce by one or more arbitrators appointed in accordance with the said rules.

 

48. Buyer shall keep confidential all prices quoted by the seller and any other commercially sensitive information supplied by the seller, his servant or agent.

 

49. All information including drawings and specifications unless set out in writing by the seller remain under copyright and intellectual property rights shall remain the property of the seller and the buyer will therefore not publish or communicate with a third party the content thereof nor any particulars of any goods supplied by the seller without the previous consent in writing by the seller.

 

50. Commissioning, where the seller is contracted to maintain or commission existing or new equipment the buyer must acknowledge the information laid out in any maintenance or commissioning information provided to the seller. Any failure to comply with any of the seller’s conditions will negate any warranties, guarantees or indemnities which the seller enters into or has in place, at the date of issue of the commissioning/maintenance information sheets.