Registered Office

Stacey (Europe) Ltd.

Lancaster Fields

Crewe Gates Industrial Estate

Crewe

Cheshire

CW1 6FF

United Kingdom

 

Registered in Cardiff No: 2626937

VAT No: 595 608 301

 

STACEY EUROPE LIMITED

CONDITIONS OF SALE

 

1. INTERPRETATION

1.1 In these Conditions the following words have the following meanings:

"Buyer" the person(s), firm or company who purchases the Goods from the Company

"Company" Stacey Europe Limited

"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions

"Delivery Point" the place where delivery of the Goods is to take place under condition 4

"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them)

2. APPLICATION OF TERMS

2.1 No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract

2.2 No variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company

2.3 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer

2.5 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer.  Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it

3. DESCRIPTION

3.1 The description of the Goods shall be as set out in the Company's quotation

3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They will not form part of this Contract

4. DELIVERY

4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Company's place of business.  The Buyer will take delivery of the Goods within 5 days of the Company giving it notice that the Goods are ready for delivery

4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence.  If no dates are so specified,  delivery will be within a reasonable time

4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract

4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.4.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);

4.4.2 the Goods will be deemed  to have been delivered; and

4.4.3 the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance)

4.5 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods

4.6 If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less that the quantity accepted by the Company the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 28 days of the date when the Goods would in the ordinary course of events have been received

5.3 Any liability  of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared finds) all sums due in respect of:

6.2.1 the Goods; and

6.2.2 all other sums which are or which become due to the Company from the Buyer on any account

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:

6.3.1 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;

6.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company.  On request the Buyer shall produce the policy of insurance to the Company; and

6.3.4 hold the proceeds of the insurance referred to in condition 6.3.3 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.4 The buyer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and

6.4.2 any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale

6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement of composition with his creditors, or otherwise takes the benefit of any law for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency or possible insolvency of the Buyer or if anything analogous to the above happens to the Buyer in any jurisdiction; or

6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 of the Buyer ceases to trade; or

6.5.3 the Buyer encumbers or in any way charges any of the Goods

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them

7. PRICE

7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods

8. PAYMENT

8.1 Payment of the price for the Goods is due following the month in which the Company's invoice is rendered or within 30 days of the date of the Company's invoice

8.2 Time for payment shall be of the essence.  No payment shall be deemed to have been received until the Company has received cleared funds

8.3 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision

8.4 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount , abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer

8.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis until payment is made, whether before or after any judgment.  The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

9. QUALITY

9.1 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company

9.2 the Company warrants that (subject to the other provisions of these Conditions) upon delivery , and for a period of 12 months from the date of delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994

9.3 The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

9.3.1 the Buyer gives written notice of the defect to the Company within 5 days of the time when the Buyer discovers or reasonably ought to have discovered the defect; and

9.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for the examination to take place there.

9.4 The Company shall not be liable for a breach of the warranty in condition 9.2 if:

9.4.1 the Buyer makes any further use of such Goods after giving such notice; or

9.4.2 the defect arises for reasons outside the Company's control or if the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

9.4.3 the Buyer alters or repairs such Goods without the written consent of the Company

9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition 9.2 the Company shall at its option repair or replace such goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer's expense, return the Goods of the part of such Goods which is defective to the Company

9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods

9.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period

10. LIMITATION OF LIABILITY

10.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

10.1.1 any breach of these Conditions; and

10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation

THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4

10.4 Subject to conditions 10.2 and 10.3:

10.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the contractual price for the Goods in question; and

10.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract

11. ASSIGNMENT

11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.  The Company may assign the Contract or any part of it to any person, firm or company

12. FORCE MAJEURE

12.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company

13. GENERAL

13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not

13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void , voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability, or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect

13.3 Failure of delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract

13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract

13.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts

14. COMMUNICATIONS

14.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission

 

 

 

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About Stacey Cables

Stacey Cables is one of the leading UK manufacturers and commercial suppliers of custom cable assemblies, cable harnesses and wiring looms - all to customer specification.

 

Lancaster Fields

Crewe Gates Industrial Estate

Crewe

CW1 6FF

United Kingdom

Stacey Europe Ltd name

and logo Copyright© 2018