Seller
Means: Scribe-Mate Limited of First Floor, Brandon House, 90 The Broadway Chesham, HP5 1EG
Buyer
The person who buys or agrees to buy the goods from the Seller.
Conditions
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods
The items which the Buyer agrees to buy from the Seller as set out in the Schedule.
Price
The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Return Date
Means the earliest date on which the Buyer may return the Goods in accordance with the sale or return provisions of clause 11.
Returned Goods
Means any Goods which the Buyer returns to the Seller in accordance with the sale or return provisions of clause 11.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer's standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.
The Price shall be £66.63 OR the price quoted by the Seller's Agent
4.1 Payment of the Price and VAT shall be due within 30 days of the date of the Seller's invoice.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5.1 The Goods are described in the Schedule.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6.1 The Seller warrants that for a period of 12 months commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
6.1.3 be fit for any purpose held out by the Seller.
7.1 Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8.1 The Buyer shall be deemed to have accepted the Goods on the day the goods on the day of delivery.
8.2 The Buyer shall carry out a thorough inspection of the Goods on the day of delivery and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer's cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9.1 Subject to the provisions of clause 12 risk shall pass on delivery of the Goods to the Buyer's address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer's right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
Carriage will be chargeable on all sales. This will be at the rate displayed on the Seller's website or other advertising material. Carriage to overseas customers will be determined by our Agent and advised in a timely fashion.
11.1 The provisions of this clause apply only to undamaged Goods which the Buyer wishes to return to the Seller on a sale or return basis.
11.2 For a period of 3 months, starting on the Return Date the Buyer shall have the right to return the Goods to the Seller without prior authorisation provided that:
11.2.1 payment in full has been made by the Buyer and received by the Seller for the Goods in question in accordance with Clause 4;
11.2.2 the Returned Goods are undamaged and are in a saleable condition, requiring no removal of defacing marks, labels or any other additional material which may have been attached to the Returned Goods or their packaging;
11.2.3 a returns form is completed by the Buyer and dispatched with the Returned Goods; and
11.2.4 the Seller shall be under no obligation to reimburse any sum paid to it by the Buyer for Returned Goods or to return Returned Goods to the Buyer in the event that the requirements of sub-Clauses 11.2.1, 11.2.2 and 11.2.3 are not met.
11.3 Notwithstanding sub-Clause 11.2.2 the Seller may, at its sole discretion, accept Returned Goods which have been damaged or marked and shall pay to the Buyer by way of reimbursement a reduced sum calculated with reference to the estimated value of the Returned Goods taking account of any such damage.
11.4 The cost of returning any and all Returned Goods under this Clause shall be borne exclusively by the Buyer.
11.5 Any and all refunds due to the Buyer under this Clause shall be made by the Seller within 30 days of receipt of the Returned Goods in undamaged and saleable condition as set out in sub-Clause 11.2.2.The Seller reserves the right to chage 20% Handling Fee on undamaged goods.
11.6 The Seller shall dispatch a statement of returned goods to the Buyer upon receipt of the Returned Goods which shall set out the sums due to the Buyer by way of reimbursement including any deductions or set-off for damaged or otherwise non-saleable goods.
12.1 Risk of damage to or loss of the Returned Goods shall pass back to the Seller at the time of delivery to the Seller or, if the Seller wrongfully fails to take delivery of the Returned Goods, the time when the Buyer has tendered delivery of the Returned Goods.
12.2 Notwithstanding delivery and the passing of risk in the Returned Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Returned Goods shall not pass back to the Seller until the Buyer has received in cash or cleared funds payment in full for the Returned Goods.
12.3 Until payment has been made to the Buyer in accordance with these Terms and Conditions and title in the Returned Goods has passed to the Seller, the Seller shall be in possession of the Returned Goods as bailee for the Buyer, shall store the Returned Goods separately and in an appropriate environment, shall ensure that they are identifiable as being returned by the Buyer and shall insure the Returned Goods against all reasonable risks.
12.4 The Seller shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Returned Goods which remain in the property of the Buyer, but if the Seller does so all money owing by the Seller to the
Buyer shall (without prejudice to any other right or remedy of the Buyer) forthwith become due and payable.
12.5 The Buyer reserves the right to repossess any Returned Goods in which the Buyer retains title without notice. The Seller irrevocably authorises the Buyer to enter the Seller's premises during normal business hours for the purpose of repossessing the Returned Goods in which the Buyer retains title and inspecting the Returned Goods to ensure compliance with the storage and identification requirements of sub-Clause 12.3.
12.6 The Seller's right to possession of the Returned Goods in which the Buyer maintains legal and beneficial title shall terminate if:
12.6.1 the Seller commits or permits any material breach of his obligations under these Terms and Conditions;
12.6.2 the Seller enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors;
12.6.3 the Seller is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
12.6.4 the Seller convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, or has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof;
12.6.5 any documents are filed with the court for the appointment of an administrator in respect of the Seller;
12.6.6 notice of the intention to appoint an administrator is given by the Seller or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986);
12.6.7 a resolution is passed or petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller; or
12.6.8 any proceedings are commenced relating to the insolvency or possible insolvency of the Seller.
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 8% per annum above the base rate of Barclays Bank plc from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
13.2 This Clause 13 applies if:
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
13.2.2 the Buyer becomes subject to an administration order or makes any 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) goes into liquidation;
13.3.3 an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer;
13.3.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.3.5 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.
13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.4 defective products under the Consumer Protection Act 1987.
41.1.5 any matter in respect of which it would be unlawful for the Contractor to exclude or restrict liability.
14.2 Subject to clause 14.1:
14.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.2.2 the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £66.63.
14.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
14.4 This clause 14 shall survive termination of the Contract.
15.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by ore-mail, one Business Day after transmission.
15.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
17.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
17.2 For the purpose of this Agreement ‘force majeure' shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
17.2.1 Strikes, lockouts or other industrial action;
17.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
17.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
17.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
17.2.5 Political interference with the normal operations.
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
21.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
21.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
22.1 This Agreement and any dispute or claim arising out of or in connection with it or its 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.
22.2 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims.