SML is a trading title of Switchgear Maintenance (Distribution) Ltd. SML does business upon and subject to these Conditions of Sale which shall be deemed to be incorporated into all contracts between SML and the Purchaser to the exclusion of any other terms and conditions of the Purchaser unless otherwise specifically accepted by SML in writing.
If the purchaser furnishes SML with an official order number this is deemed to be acceptance by the purchaser of these conditions.
PRICES and PAYMENT
Unless a fixed price is specified in a written quotation the price of the goods shall be as SML’s price list current at the date of despatch of the goods.
The purchaser shall make payment within 30 days of receipt of SML’s invoice unless notified in writing by SML of alternative terms of payment.
In the case of export orders purchasers shall make payment by arranging at their cost an irrevocable letter of credit in favour of Switchgear Maintenance (Distribution) Ltd confirmed by a first class London Bank to SML’s satisfaction available for payment by the said bank immediately on presentation of the shipping documents.
Time of payment shall be of the essence and if any amount shall not be paid on the due date then without prejudice to any other rights SML may have the purchaser shall pay to SML on demand interest thereon at an annual rate four per cent above Lloyds TSB Bank Plc’s base rate such interest to accrue on a daily basis and to run before and after any judgement and SML shall be entitled to recover all expenses incurred in collecting or attempting to collect any amount outstanding.
ALL GOODS REMAIN THE PROPERTY OF SML UNTIL PAID FOR IN FULL INCLUDING ALL OUTSTANDING INTEREST AND COSTS.
The goods shall remain the sole and absolute property of SML as legal and equitable owner until the purchaser has paid SML in full. Until such payment the purchaser shall keep the goods for the seller in the capacity of bailee and shall keep the goods identifiable and separate from all other goods in its possession and shall deal with the goods as directed by SML. If the purchaser makes default in payment SML may repossess the goods and the purchaser hereby irrevocably licenses SML to enter the purchaser’s premises for the purpose of such repossession. SML shall be entitled where the goods have been fixed or attached to any other product to detach the goods in order to recover possession of them. Such delivery or re-taking of possession shall be made without prejudice to the obligation of the purchaser to purchase the goods.
All prices are exclusive of Value Added Tax.
SML shall be entitled to bring an action for the price or part thereof whether or not the property in the goods has passed.
All times and dates for delivery shall be calculated from the date of acceptance by SML of the order from the purchaser.
Any delivery date specified by SML is an estimate only and is not of the essence of the contract and although SML shall use all reasonable endeavours to notify the purchaser of any delay and to arrange alternative delivery dates SML accept no responsibility for delay howsoever caused.
If any account of the purchaser is overdue for payment or if the purchaser defaults in any obligation or if in SML’s absolute opinion serious doubts arise as to the purchaser’s solvency SML is entitled without prejudice to their other rights to suspend performance of any of their obligations to the purchaser.
SML shall be deemed responsible for the delivery of goods to the purchaser’s site. The purchaser shall off-load the goods promptly on their arrival at site.
SML is entitled to make delivery by instalments.
The purchaser shall inspect all goods immediately upon delivery and shall within 7 days notify SML of any matter or thing by reason of which they may allege that the goods are not in accordance with the contract. If the purchaser shall fail to give such notice within such period it shall conclusively be deemed that the goods are as to quantity number weight volume and in all respects in accordance with the contract and the purchaser has accepted them and shall have no right to reject the goods but shall be bound to pay for the same accordingly.
GUARANTEE AND LIABILITY
Goods sold by SML are guaranteed against defective material or faulty workmanship but only to the extent that any goods or any part thereof returned to SML found to have been defective at the time of despatch shall be repaired or replaced by SML at their option free of charge provided that and as a condition of such guarantee the purchaser:-
i) has operated the equipment and/or component parts fully in accordance with the operating instructions
ii) has not exceeded the rated capacity of the equipment and/or component parts
iii) has fully observed the safety recommendations
iv) has complied with his obligations hereunder and in particular has made payment in full for the goods
v) has not carried our any repair alteration process operation or treatment to the goods without SML’s written consent
vi) notifies SML in writing of such defect or fault within a period of 12 months from the date of delivery
To the extent that SML undertakes responsibility for the delivery of the goods their liability for damage to the goods in transit or for non-delivery of the goods arising from any act neglect or default of SML, their employees or independent contractors or howsoever arising or caused shall be extinguished unless the purchaser:-
i) notifies SML and the carrier in writing forthwith
ii) give immediate notice to the Police Authority in respect of damage caused by malicious persons or thieves
iii) within 30 days after such damage deliver to SML and the carrier full information in writing of the claim, details of any insurance relating to the claim, all such proof and other evidence as may be reasonably required.
Subject to the foregoing provisions of this clause SML shall have no liability to the purchaser for any death or personal injury or loss or damage to the goods or other property or any otjher loss delay or liability whatsoever (or any other amount calculated by reference to profits income production or accruals) arising from any act neglect or default of SML or their employees or independent contractors howsoever arising or caused.
All liabilities of SML to the purchaser determined by a court of law as not having been excluded hereunder shall be limited in total to the price of the goods as shown on SML’s invoice.
The purchaser should ensure against any risk not accepted by SML hereunder and particularly ensure that such policy covers any additional value in excess of the price of the goods.
SML reserves the right to supply goods which may not correspond exactly with the designs sizes weights dimensions specifications illustrations or other particulars given.
Failure by SML at any time to enforce any of the provisions of the Conditions shall not be construed as waiver by SML of such provisions or in any way affect the validity of these Conditions.
These conditions and any contracts to which they apply shall be governed by English law and shall be deemed to have been made in England.
Without prejudice to the rights of the parties to cancel or suspend any obligation hereunder pursuant to any clause in these Conditions each party shall have no liability to the other if any of its obligations to the other are hindered delayed or prevented whether directly or indirectly by reason of the other failing to furnish the necessary instructions or information or by war or other hostilities civil commotion act of God government action or legislation interruption of transport strike lockout or other forms of industrial action accident or stoppages to works shortage of labour materials equipment fuel or power breakdown of machinery or any other case whatsoever beyond the reasonable control of the party or their subcontractors whether or not such cause exists at the date of the order.
If any clause in these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other clauses and the remainder of the clause in question shall not be affected.
Packing and carriage is charged extra on all orders