CONDITIONS OF SALE
These conditions of sale (“Conditions”) are entered into between Spicers Limited registered in England and Wales with company number 425809 and registered office at Unit 4, 500 Purley Way, Croydon CR0 4NZ (“Seller”) and any person to whom we supply goods (“Buyer”).
By placing an order with us, you are deemed to accept that these Conditions shall apply to and govern any agreement between us to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order or other correspondence or documentation).
We have provided an acknowledgement of our agreement to make that supply. That acknowledgement incorporates these Conditions (except where they are specifically amended in the acknowledgement) and
- a specification of the goods and any incidental services: if not, our standard specification will apply
- the price agreed
- the delivery or collection details.
That is the whole of our agreement for this supply and supersedes any previous agreement we may have had in relation to it. No variation to the agreement is valid unless it is in writing and is signed by authorised representatives of both of us.
(a) All prices are subject to market fluctuations and the actual prices to be paid by the Buyer shall be the Seller’s price ruling at the date of dispatch. The Seller shall be entitled to charge the Buyer the amount of Value Added Tax for which the Seller is liable.
(b) Goods must be paid for within 30 days of the end of the month of invoice, unless otherwise agreed.
(c) The time of payment of the price shall be of the essence .
(d) 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:
(i) cancel the agreement or suspend any further deliveries to the Buyer; and
(ii) 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
(iii) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above NatWest Bank base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
(e) The Seller may set off any amounts due and owing by the Buyer to the Seller against any amounts due and owing by the Seller to the Buyer.
(f) The Seller reserves the right to amend or withdraw any credit given to the Buyer at any time by notice in writing.
(a) Unless otherwise agreed in writing, the Buyer shall be bound to accept goods ordered by it on notification that they are ready for delivery. If the Buyer fails to take delivery the Seller shall have the exclusive option:-
(i) to re-sell the goods and charge the Buyer for any shortfall below the price under the agreement OR
(ii) to invoice the goods whereupon payment in full shall become due forthwith OR
(iii) to charge at rates giving an economic return for the handling and storage of such goods from the invoice date to the eventual date of delivery to the Buyer or disposal elsewhere under the power of sale referred to above. The Buyer shall assume the risk for the goods and be liable for the insurance of such goods from the time at which the Seller has tendered delivery of the goods..
(b) 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 howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
(c) If the Seller fails to deliver the goods for any reason other than cause beyond the Seller’s reasonable control (in which case clause 15 applies) or the Buyer’s fault, , the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
(d) If goods are contracted to be delivered by instalments, late delivery of one instalment shall not entitle the Buyer to reject any other instalment under the same contract.
(e) The Buyer is responsible for inspecting the goods on receipt to check for damage, discrepancies and shortages. A delivery note signed by the Buyer or its agent is conclusive proof of correct delivery. Claims in respect of short deliveries, discrepancies or damage to goods in transit must be notified by the Buyer to the Seller in writing within 3 days of receipt or expected receipt of the goods. No claim can be made outside this time period.
(f) The content of the Seller’s invoice including the price for the goods, description of goods and delivery charges shall, in the absence of manifest error, be deemed to have been accepted by the Buyer as correct unless the Buyer notifies the Seller’s Customer Services department within 14 days of the date of the Seller’s invoice.
(g) Delivery of goods to levels other than the ground floor may require assistance. When necessary, confirmation that assistance is available will be required before dispatch.
4. CUSTOMER’S DEFAULT
The Seller may without prejudice to any of its other rights against the Buyer terminate the agreement or suspend delivery under it if:
(a) any sum is owing and overdue by the Buyer to the Seller;
(b) the Buyer is in breach of any other term of the agreement;
(c) the Buyer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any analogous legislation) or becomes subject to an administration order or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) (being an individual or firm) becomes bankrupt; or
(d) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(e) the Buyer ceases, or threatens to cease, to carry on business; or
(f) there is a change of ownership of the Buyer; or
(g) 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.
On termination of this agreement, all amounts owed by the Buyer to the Seller will become immediately payable in full. Termination of the agreement will not affect any rights or liabilities that have accrued prior to termination.
Termination of this agreement will not affect the continuation in force of any provision of this agreement which is expressly or by implication to survive termination.
(a) The Seller shall be under no liability:
(i) in respect of any defect in the goods arising from any drawing, design or specification supplied by the Buyer;
(ii) in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s or manufacturer’s instructions (whether oral or in writing), misuse or alteration without the Seller’s approval;
(iii) under any warranty, condition or guarantee, or any duty at common law, if the total price for the goods has not been paid by the due date for payment;
(iv) by any oral warranty or representation given or made on its behalf unless confirmed in writing; or
(v) in respect of any data corruption or other damage to or loss of computer software or hardware arising from the use of any computer media goods supplied hereunder by the Seller in conjunction with any such software or hardware. It is the responsibility of the Buyer to ensure that it or the ultimate end-user of the goods takes all necessary precautions (including, but without limitation, testing the goods on up-to-date anti-virus software) when used in conjunction with any computer software or hardware.
(b) 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 the 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), provided a complaint is made in writing within 3 days after delivery and the goods are returned within one month. The Seller shall have no further liability to the Buyer.
(c) Subject as expressly provided in these Conditions (and specifically without prejudice to (b) above), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(d) Except in respect of death or personal injury caused by the Seller’s negligence, 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, for any consequential or indirect loss or damage, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these Conditions. Non-exhaustive illustrations of consequential or indirect loss include:
(i) loss of profit,
(ii) loss of contracts,
(iii) loss of use.
6. DESCRIPTION OF GOODS
All descriptions and illustrations contained in any catalogues, price lists, advertising matter and other literature of the Seller are intended merely to present a general idea of the goods described therein and none of them shall form part of the agreement.
7. BUYER OWN LABEL GOODS
In the case of goods which have been produced to the specification and/or bear the name of the Buyer or the Buyer’s customers as the case may be (“own label goods”), the Buyer undertakes to purchase at the contract price all stocks of own label goods in finished and unfinished form which the Seller holds for the purpose of fulfilling the Buyer’s requirements. Without prejudice to the generality of the foregoing, on the termination of any agreement between the Seller and the Buyer, for the supply of own label goods, the Buyer will accept and pay the contract price for all stocks of own label goods in finished and unfinished form then held by or on behalf of the Seller.
8. RISK AND PROPERTY
(a) Risk of damage to or loss of the goods shall pass to the Buyer:
(i) in the case of goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the goods are available for collection; or
(ii) in the case of goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongly fails to take delivery of the goods, the time when the Seller has tendered delivery of the goods.
(b) 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 cleared funds payment in full of the price of goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
(c) Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall to the extent practicable 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 to the Seller (but any warranties, conditions or representations given or made by the Buyer to any third party shall not be binding on the Seller who shall be indemnified by the Buyer with respect thereto) for the proceeds 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, in the case of tangible proceeds, properly stored, protected and insured.
(d) 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 and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
(e) Save for normal invoice discounting arrangements the Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller but, if the Buyer does so, all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9. SKETCHES, DESIGNS, BLOCKS, ARTWORK, PROOFS & INDUSTRIAL PROPERTY RIGHTS
(a) At the Seller’s discretion, all sketches and designs or other work including authors corrections on or after first proofs are produced or special materials are purchased at the Buyer’s request may be considered an order and charged for. No responsibility will be accepted for any error in proofs passed by the Seller.
(b) The Seller shall be indemnified by the Buyer against any claim by a third party against the Seller arising out of any goods supplied to or work done for the Buyer including any infringement of copyright, patent, trade mark or registered design.
(c) All sketches, drawings and designs or other work originated by or on behalf of the Seller and the copyright and all other intellectual property rights therein shall belong to the Seller.
Without prejudice to any of its other rights against the Buyer, the Seller shall in respect of all unpaid debts due from the Buyer have a general lien on all materials and equipment and other property of the Buyer in its possession, and shall be entitled if any part of such debts shall remain unpaid at the expiration of 14 days after giving written notice to the Buyer requiring payment thereof to dispose of such materials, equipment and other property as it thinks fit and to apply the proceeds of sale (if any) in or towards payment of such debts.
11. TECHNICAL MANUALS & LITERATURE
All technical manuals and other literature, drawings, designs and specifications furnished to the Buyer by the Seller shall remain the property of the Seller and be carefully preserved by the Buyer and returned to the Seller on demand. No such manuals, literature, drawings, designs or specifications shall except with the express written consent of the Seller be reproduced by the Buyer in whole or in part.
12. QUANTITY VARIATIONS
A delivery of goods consisting of a shortage or surplus not exceeding 10 per cent will be considered due execution of any order and the Buyer shall accept the same subject to a pro rata increase or reduction in the contract price.
13. BUYER’S PROPERTY
The Buyer’s property when supplied to the Seller will be held at the Buyer’s risk. The Buyer shall supply adequate quantities to cover normal spoilage. Reasonable care will be taken to secure the best results where materials are supplied by the Buyer but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
14. FORBEARANCE BY SELLER
No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of the Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as a waiver of any of the Conditions.
15. FORCE MAJEURE
No liability is accepted by the Seller for any direct or indirect loss arising from non-delivery or delay in delivery of any goods caused by act of God, riot or civil commotion, war, strike, lockout, fire, flood, drought, act of government, failure to obtain or shortages of raw materials or any other cause whatsoever beyond its control.
(a) The Seller has no obligation to accept return of goods supplied and to credit the Buyer’s account in full save in the following circumstances:
(i) if goods have been damaged in transit; or
(ii) if goods are subject to a bona fide complaint in respect of the quality of the goods made pursuant to Clause 5 hereof.
(b) Any return pursuant to Clause 16a) above shall be made within 15 days of receipt in accordance with the Seller’s Returns Policy in force from time to time, which is expressly incorporated into these Conditions. The Seller shall only be liable to credit 80% of the invoiced value of goods returned which do not conform with the requirements of this sub-clause.
(c) Any request for the return of goods under this Clause shall be made by the Buyer to the relevant Supplier Regional Distribution Centre Sales Office The Seller’s Customer Service Office will provide the Buyer with a Return Note. Returns shall only be accepted if they are accompanied by the Seller’s Return Note.
(d) The Seller may, at its absolute discretion, elect to provide by post or any other means, any missing or faulty components or fixings for goods in lieu of accepting a return.
(e) A separate returns procedure applies in respect of electronic office supplies and business machines. Where the manufacturer or distributor operates a returns policy returns will only be accepted in accordance with that policy which is available on written request. To the extent that a manufacturer or distributor’s policy does not apply the policy set out in this clause 16 will apply. The Seller will not be responsible for installation of repaired goods after repair or exchange. Any labour costs in extracting defective parts and / or components will be borne by the Buyer. The Buyer will be responsible for the cost and insurance of returning goods. If the Seller agrees to collect the Goods for return and they are not ready for collection at the agreed time the Buyer will be responsible for any additional costs. Goods returned must be in their packaging and accompanied by a description of the alleged fault and accompanied by the Returns Note. If the Buyer fails to comply with this requirement the Seller may charge a handling fee of 25% of the invoice price of the goods. A handling charge of an amount notified to the Buyer will apply in respect of all returned goods. If any goods returned are not faulty they will be returned to the Buyer at the Buyer’s cost and the Buyer will pay the Seller’s costs. All amounts payable by the Buyer to the Seller will be payable within 14 days of invoice.
(f) In no circumstances will the Seller accept a return of any items marked Code Black within its catalogue or Specials.
(g) The Seller will not supply goods to the Buyer on an “on approval” basis. The Seller may, in its absolute discretion, accept a return of goods ordered by the Buyer in accordance with its Returns Policy.
These Conditions shall be governed by English law. The parties agree to the non-exclusive jurisdiction of the English Courts.
The Buyer undertakes to comply with the Seller’s Anti-Bribery policy in place from time to time, and confirms that it has processes in place to ensure this. The Buyer agrees to notify the Seller of any breach of this policy that comes to its notice, and understands that any breach of the policy by the Buyer may entitle the Buyer to terminate this Agreement and any order for Goods immediately without liability.
The Buyer agrees to maintain the confidentiality of the contents of the Agreement, all matters relating to the Seller and its business and any related correspondence and discussions, past, current or future ( “Information”) . The Buyer agrees not to use the Information other than for the purposes of this Agreement or to communicate the Information to any party without the express prior permission of Spicers. This does not apply to any Information which (i) is already in the public domain at the time of disclosure to the Buyer (ii) which comes into the public domain other than as a result of a breach by the Buyer or (iii) which is already known to the Buyer (without any restriction on disclosure).
19. BESPOKE PUBLICATIONS
The Seller’s Terms and Conditions for Bespoke Publications shall govern the production of Buyer bespoke publications. A copy is available on request from our publications team.