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In these Conditions "Company" means Salmon Business
Solutions.
1. All contracts for the sale of goods by the Company
shall incorporate these Conditions insofar as such conditions
are not varied by any special terms or conditions agreed in writing
between the parties and any terms and conditions in the Buyer's
order which are inconsistent with these Conditions shall have
no effect. Any variation of the contract will become binding only
if confirmed in writing by the parties.
2. The Company's employees or agents are not authorised
to make any representations concerning the goods unless confirmed
by the Company in writing. In entering into a contract the Buyer
acknowledges that it does not rely on any such representations
which are not so confirmed.
3. Any advice or recommendations given by the Company
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 Company is followed or acted upon
entirely at the Buyer's own risk, and accordingly the Company
shall not be liable for any such advice or recommendation which
is not so confirmed.
4. Any typographical, clerical or other error or
omission in any sales literature, quotation, price list, acceptance
of offer, invoice or any other document or information issued
by the Company shall be subject to correction without any liability
on the part of the Company.
5. The Buyer shall be responsible to the Company
for ensuring the accuracy of the terms of any order (including
any applicable specification) submitted by the Buyer, and for
giving the Company any necessary information relating to the goods
within a sufficient time to enable the Company to perform the
contract in accordance with its terms.
6. The price of the goods shall be the Company's
quoted price. This price is exclusive of any applicable value
added tax, which the Buyer shall be additionally liable to pay
to the Company. The quoted price will remain valid for 14 days
only or until earlier acceptance by the Buyer after which time
it may be altered by the Company without giving notice to the
Buyer.
7. Any dates quoted for delivery of the goods are
approximate only unless the parties have agreed guaranteed delivery
dates and the contract so provides.
8. Each part delivery or instalment of the goods
shall be deemed to be sold under a separate contract.
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1. The Buyer shall inspect the goods on delivery and shall
within 3 working days of delivery notify the Company of
any alleged defect, shortage in quantity, damage or failure
to comply with the description or sample.
2. The Buyer shall afford the Company an opportunity to
inspect any goods of which there is an allegation made under
the provisions of 9.1 above, within a reasonable time following
delivery and before any use is made of them. If the Buyer
fails to comply with these provisions the goods shall be
conclusively presumed to be in accordance with the contract
and free from any defects or damage which would be apparent
on a reasonable examination of the goods and the Buyer shall
be deemed to have accepted the goods.
3. If the goods are not in accordance with the contract
for any reason the Buyer's sole remedy shall be limited
to the Company making good any shortage by replacing such
goods or at the Company's discretion, by refunding a proportionate
part of the contract price.
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9. Subject to clause 22 the Company's liability
to the Buyer whether for any breach of contract or otherwise shall
not in any event exceed the contract price and the Company shall
be under no liability for any direct loss and / or expense or
indirect loss and / or expense suffered by the Buyer or liability
to third parties incurred by the Buyer.
10. In the event of any breach of this contract
causing any physical damage to occur to the Buyer's property the
Company's liability shall be limited to £1,000,000.
11. The Company shall be entitled, without prejudice
to its other rights and remedies, either to terminate wholly or
in part any or every contract between itself and the Buyers or
to suspend any further deliveries under any or every such contract
in respect of the following events:
12. If the debt is due and payable by the Buyers
to the Company but is unpaid
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1. If the Buyers have failed to take delivery of any goods
under any contract between them and the Company otherwise
than in accordance with the Buyer's contractual rights
2. If the Buyer makes any voluntary arrangement with its
creditors or being an individual or firm becomes bankrupt
or being a company becomes subject to an administration
order or goes into liquidation or if a receiver is appointed
of any of the property or assets of the Buyer.
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13. The Company shall be entitled to exercise its
aforesaid rights at any time during which the event or default
giving rise thereto has not ceased or been remedied and in the
event of any such suspension, the Company shall be entitled as
a condition of resuming delivery under any contract between it
and the Buyers to require prepayment, as the Company may require
for the payment of the price of any further delivery.
14. Legal title to any consignment of the goods
or any part thereof delivered by the Company to the Buyer shall
not pass to the Buyer until the Company has received in cash or
cleared funds payment in full of the price of the goods and all
other goods agreed to be sold by the Company to the Buyer for
which payment is then due.
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1. Until such time as legal title to the goods passes to
the Buyer, the Buyers shall hold the goods as the Company's
bail and shall properly store, protect and insure them and
the Company shall be entitled at any time to require the
Buyer to deliver up the Goods to the Company. If the Buyer
fails to do so forthwith, the Company shall be entitled
to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods.
2. Notwithstanding clause 14.1 above the Buyer shall be
entitled to use the Goods in the ordinary course of its
business.
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15. Not withstanding clauses 13, 14.1 and 14.2 hereof,
the risk in the goods comprised in any order shall pass to the
Buyer on delivery or as soon as the Company invoices the Buyer
for them (if sooner).
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1. The Company shall be entitled to invoice the Buyer for
the price of the goods on or at any time after delivery
of the goods.
2. The Buyer shall pay the price of the goods within the
terms stated on the Company's invoice or if not stated within
30 days of the date of the Company's invoice.
3. The time for repayment of the price shall be of the
essence of the contract.
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16. If the Buyer fails to make any payment on or
by the due date then, without prejudice to any other right or
remedy available to the Company, the Company shall be entitled
to cancel the contract or suspend any further deliveries to the
Buyer.
17. The Buyer shall not be entitled to withhold
payment of any amount payable under the contract to the Company
because of any disputed claim of the Buyer in respect of faulty
goods or any other alleged breach of the contract, nor shall the
Buyer be entitled to set off against the amount payable under
the contract to the Company any monies which are not then presently
payable by the Company or for which the Company disputes liability.
18. The Company shall not be liable to the Buyer
or deemed to be in breach of the contract by reason of any delay
in performing or any failure to perform any of the Company's obligations
in relation to the goods, if the delay or failure was due to any
cause beyond the Company's reasonable control, and the time for
performance of the Company's obligations shall be extended accordingly.
19. Save as 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) any condition,
warranty or statement whether as to the quality of the goods or
their fitness for any purpose or otherwise and whether express
or implied by statute, custom of the trade or otherwise is hereby
excluded to the fullest extent permitted by law unless it is accepted
in writing by the Company.
20. Where the goods are sold under a consumer transaction
(as defined by the Consumer Transactions (Restrictions on Statements)
Order 1976) the statutory rights of the Buyer are not affected
by these conditions.
21. The Company's liability to the Buyer for death
or personal injury resulting from its own or that of its employees,
agents, or sub-contractors negligence shall not be limited.
22. Not waiver by the Company of the breach of the
contract by the Buyer shall be considered to constitute a waiver
of any subsequent breach of the same or any other provision.
23. If any provision of these conditions is held
by any competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of these conditions
and the remainder of the provision in question shall not be effected.
24. A quotation is not an offer to supply. Any orders
received are subject to an order acknowledgement.
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