CONDITIONS OF SALE
1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods
is accepted by the Seller.
“Conditions” means the standard terms and conditions of sale set out in this document.
“Contract” means the contract for the purchase and sale of the Goods.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in
accordance with these Conditions.
“Seller” means SI-LITE Limited, registered address 93-97 Bohemia Road, St. Leonard’s-on-Sea, East Sussex TN37 6RJ.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
Any quotation or estimate given by the Seller is an indication given in good faith and shall not become binding upon the
Seller unless subsequently confirmed by the Seller in writing.
All prices quoted are based on information available at the date of quotation, and the Seller reserves the right to vary
prices at any time without notice prior to the date of issue of the relevant invoice, and the price payable by the Buyer shall
be the price applicable at the date of the invoice.
The Contract made between the Seller and the Buyer shall incorporate and be subject to these Conditions, and receipt of
the Goods by the Buyer shall be deemed conclusive proof that the Buyer has accepted these Conditions to the exclusion
of any other terms and conditions, and in particular to the exclusion of any terms and conditions of the Buyer.
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the
Buyer and the Seller prior to the date of the Contract.
The Buyer shall not be entitled to rely on 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. Any such error or
omission shall be subject to correction without any liability on the part of the Seller.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with
any applicable safety or other statutory requirements.
3 PRICE OF THE GOODS
3.1 The price of the Goods and any applicable services is exclusive of VAT and any other taxes, and the cost of carriage and
any other matters, all of which will be charged in addition.
3.2 In the event of any variation or suspension of the work which is agreed to by the Seller upon the Buyer’s request, or if the
Buyer’s instructions are incorrect or insufficient, the Company shall be entitled to adjust the price of the Goods and/or any
relevant services to reflect costs involved and to adjust delivery dates as appropriate.
3.3 The Seller shall be entitled to bring an action for the price or part thereof whether or not the ownership in the Goods has
4 TERMS OF PAYMENT
4.1 Payment is to be made by the Buyer by cheque with order or against a programme invoice unless a credit account has
been opened. A Buyer wishing to operate a credit account should furnish two trades and one banker’s reference plus a
copy of a company letterhead and blank company cheque for approval by the Seller.
4.2 The Seller shall be entitled in it’s absolute discretion to withdraw credit at any time and refrain them delivering the Goods
until such time as the Buyer tenders the purchase money to the Seller together with any outstanding amounts which may
be due to the Seller in any account whatsoever.
4.3 Time of payment of the price of the Goods shall be of the essence of the contract. Accordingly 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
4.3.1 Cancel the contract or suspend any further deliveries to the Buyer.
4.3.2 Charge the Buyer interest (both before and after judgement) amount unpaid at the rate of 4% per annum
above Nat West Bank plc base rate from time to time until payment is made in full (a part of a month being
treated on a full-month for the purposes of calculating interest).
5.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery
of the Goods, however caused. Time for the delivery of the Goods shall not be of the essence unless previously agreed in
writing by the Seller. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving
reasonable notice to the Buyer.
5.2 In respect of any Contract the Seller shall be entitled to make delivery of the Goods by instalments and to invoice the
Buyer separately for each instalment dispatched.
5.3 Any failure to take delivery by the Buyer shall be deemed to be breach of the Contract.
6 RISK AND TITLE TO THE GOODS
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
6.1.1 in cases of Goods to be delivered at the Seller’s premises at the time when the Goods are collected; or
6.1.2 in the case of Goods to be delivered otherwise and at the Seller’s premises at the time of delivery or if the
Buyer wrongly fails to take delivery of the Goods then at the time when the Seller has tendered delivery of the
6.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the
Goods shall not pass to the Buyer until the Seller has received in cash or cheques or cleared funds payment in full of both:
6.2.1 the price of the Goods,; and
6.2.2 the price of all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
6.3 Until such time as property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s judiciary agent
and bail, and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and
insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the
ordinary course of its business but shall account for the Seller for the proceed of Sale or otherwise of the Goods whether
tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or
property of the Buyer and third parties and the costs of tangible proceeds properly stored, protected and insured.
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have
not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller or (at the
Seller’s option) the Seller shall be entitled (and the Buyer hereby irrevocably authorises the Seller) to enter upon any
premises of the Buyer or its agents where the Goods are stored and repossess the Goods.CONDITIONS OF SALE continued
6.5 In the event that the Buyer is supplied Goods by a third party which goods are identical in any of the Goods supplied
hereunder then the Buyer shall be obliged to sell the goods supplied by such third parties before selling any of the
identical Goods supplied hereunder.
6.6 In order to identify and recover such Goods as are referred to in clause 6.4 above the Seller or its representatives shall be
entitled to assume unless the contrary is shown to their satisfaction that the Buyer has sold Goods supplied hereunder and
identical Goods supplied by any third party in accordance with the provisions of clause 6.5 above.
6.7 In any legal proceedings between the Seller and the Buyer the certificate of the fully authorised representative of the Seller as to
which Goods on the Buyer’s premises are or were the Seller’s property shall be conclusive evidence of the facts stated herein.
7 WARRANTIES AND LIABILITY
7.1 Subject to the conditions set out below in this clause 7 the Seller warrants that the Goods will correspond with their written
specification (if any) at the time of delivery and will be free from material defects in materials and workmanship for a period
of twelve months from the date of delivery or for such longer period as the Seller (in its absolute discretion) may
7.2 The warranty given in clause 7.1 above is given by the Seller strictly subject to the following conditions:
7.2.1 The Seller shall be under no liability in respect of any defect in the Goods from any drawing design
specification or other information supplied by the Buyer.
7.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage,
negligence, abnormal working 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;
7.2.3 The Seller shall be under no liability under the warranty given in 7.1 above (or any other warranty condition or
guarantee) if the total price for the Goods has not been paid by the due date for payment;
7.2.4 the warranty given in 7.1 above does not extend to any Goods parts materials or equipment not manufactured
by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or
guarantee as is given by the manufacturer thereof to the Seller.
7.3 Subject as expressly provided in those 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 terms implied by
statute or common law are hereby excluded to the fullest extent permitted by law.
7.4 Where 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.
7.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond
with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the
date of delivery or [where the defect or failure was not apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer
shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall
be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to the Seller in accordance with these conditions the Seller shall be entitled
to replace the Goods (or part in question) free of charge or at the Seller’s sole discretion refund to the buyer the price of
the Goods (or a proportionate part of the price) but the Seller shall have no further liability of any nature whatsoever to the
7.7 The Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term
or any duty at common law or under the express terms of the Contract or in any manner whatsoever for the consequential
loss or damage) and in particular but without prejudice to the generality of the foregoing the Seller shall not be liable for
any costs, claims, damages, or expenses rising out of any tortuous act or omission including negligence or any breach or
statutory duty calculated by reference to profits income production or accruals or by reference to accrual of such costs
claims damages or expenses on a time basis) which may arise out of or in connection with the supply of Goods or
provision of any related services or their use or resale by the Buyer ( and whether caused by the negligence of the Seller,
its employees or agents, or otherwise) save as may be expressly provided in these Conditions.
7.8 Nothing in these conditions shall be deemed to limit or exclude the liability of the Seller in respect of death or personal
injury resulting from the negligence of the Seller its employees or agents.
7.9 The Seller shall have no liability of any nature whatsoever to the Buyer in relation to the Goods or provision of any related
services unless the Buyer proves to the reasonable satisfaction of the Seller that Goods subject to any claims by the
Buyer are Goods which have been supplied to the Buyer by the Seller.
7.10 Any repair replacement or refund or any monies made by the Seller to the Buyer shall not under any circumstances be
deemed to be an admission of any liability on the part of the Seller to the Buyer (or to any third party) and shall be without
prejudice to the rights of the Seller which the Seller hereby reserves in full should it make any such repair replacement or
refund of monies.
7.11 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 Sellers obligations in relation to the Goods or any related services if the
delay or failure is due to any cause beyond the Seller’s reasonable control.
7.12 All liabilities of the Seller to the Purchaser determined by a Court of Law as not having been excluded herein under shall
be limited in total to the total price of the Goods as shown on the Seller’s invoice.
7.13 The Buyer shall be responsible for the Goods being suitable in every way for the purposes for which it intends to use them
and no warranty condition or representation is given by the Seller as to the fitness of the Goods for any particular purpose.
8 DESIGNS, DRAWINGS, Etc.
8.1 All figures, statements, advice, recommendations, drawings, designs, suggestions and specifications contained or referred
to in any document supplied by the Seller to the Buyer are given in good faith but shall be approximate only and shall not
(unless the Seller specifically warrants the same in writing) be warranted to be accurate. All such matters should be
checked and verified for accuracy and suitability by the Buyer and accordingly the Seller accepts no liability or
responsibility whatsoever in relation to such matters unless specifically warranted in writing in the manner referred to
8.2 The Seller will make available information required in relation to the design construction and testing of the Goods as is
reasonably necessary for the Buyer to take appropriate steps to see that the Goods will be when installed safe and not
constitute a risk to the health of any person provided always that the Buyer shall indemnify the and keep indemnified the
Seller against all claims costs actions damages or liabilities resulting directly or indirectly (including economic and
consequential loss) for any claim brought against the Seller under the Consumer Protection Act 1987 arising out of the use
of the Goods.
9 SUSPENSION AND TERMINATION
Without prejudice to any other right or remedy the Seller shall be entitled to forthwith suspend further performance of
and/or terminate the Contract if the Buyer is in breach of any Condition hereof or (in the absolute opinion of the Seller) is
likely to breach any Condition hereof.
10.1 If any term or provision in these Conditions shall be held to be illegal or unenforceable in whole or in part under any
appointment or rule of law such term or provision or part shall to that extent be deemed not to form part of these
Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.
10.2 The waiver or forbearance or failure of the Seller in insisting in any one or more instances upon the performance of any
provisions of these Conditions shall not be construed as a waiver or relinquishment of the Seller’s right to future
performance of such provisions and the Buyer’s obligation in respect of future performance shall continue in full force and
10.3 Where the Goods are supplied for export from the United Kingdom the Seller shall be entitled to impose such other terms
and conditions as it shall require in relation to terms for payment and/or limitation of its liability hereunder as it shall
10.4 The Contract shall be governed by the laws of England and the Seller and Buyer hereby irrevocably submit to the
exclusive jurisdiction of the English Courts.
UK Head Office
Unit 12 Vinehall Business Centre
Mountfield, Robertsbridge, East Sussex TN32 5JW
Tel: 01424 870000 Fax: 01424 871111
Email: email@example.com Web: www.si-lite.com