Conditions of Sale
Aspli Safety Limited Terms & Conditions
Damaged Goods/ Shortages / Incorrect deliveries
Any damaged goods, shortages or incorrect deliveries must be notified to Aspli Safety Ltd within 72 hours of receipt. We will then contact you to arrange how to return the goods for repair/replacement or refund. Where goods are being returned due to the above then we will refund the cost of delivering the item and where applicable reimburse any reasonable costs incurred by returning it to us.
In the event of Aspli Safety Ltd sending you a replacement for a damaged, defective, or incorrect item you must return the original item to Aspli within 30 days. We reserve the right to charge the price of the replacement to the original payment card if this condition is not met. By law customers located in the European union have the right to cancel from the purchase of an item within 7 working days (with the exception of personalised goods) from delivery however we have the right to charge for the cost of returning the goods.
Where goods are returned for exchange due to incorrect size etc. we reserve the right to charge the purchaser a re-stocking charge of 10% of the value of the goods. Such returns must be in their original condition. Please note that the purchaser is responsible for the costs of returning the goods to us unless we delivered the item in error, or if the item is damaged or defective.
This policy does not effect your statutory rights.
Conditions of Sale
1.1 The term "seller" shall mean the person, firm, or company so named in the quotation.
1.2 The term "buyer" shall mean the person, firm, or company so named in the purchase order.
1.3 The term "quotation" shall mean the tender or quotation issued to the seller for the supply or goods including these conditions, the specifications, drawings or other documents annexed by the supplier to the quotation.
1.4 The term "purchase order" shall mean the purchase order issued by the buyer to the supplier for the purchase of goods
1.5 The term "goods" shall mean the goods to be supplied by the supplier as identified in the quotation.
1.6 "The contract" shall mean the contract between the supplier and buyer consisting of the seller's quotation, theses conditions of sale and the purchase order accepting the quotation, but not any terms and conditions of purchase, other than these conditions, incorporated in or referred to in the purchase order.
1.7 The term "date of delivery" shall mean the firm date of delivery, if any, stated as such in the quotation.
1.8 The term "contract price" shall mean the sum stated in the quotation to be paid by the buyer to the seller for the supply of goods together with such other sums as may be payable to the supplier under these conditions of sale.
2.1 These conditions of sale and the quotation supersede any other terms and conditions including any terms or conditions, or descriptions, or statements as to the delivery, quality or performance of the goods or their suitability for any purpose appearing in any advertisements, catalogues, or other literature relating to the goods and override and exclude other terms and conditions, descriptions and statements as to the quality and performance or suitability of the goods stipulated or referred to by the buyer whether in the purchase order or otherwise.
2.2 No representative or agent of the seller has any authority to agree to any terms or make any representations that are inconsistent with these conditions or the quotation. The seller will not be bound by any statements made by any person purporting to act on the seller's behalf as to these conditions or the quotation or any statements as to the delivery, quality, performance or suitability of the goods unless any such statement is specifically confirmed in writing by a duly authorised officer of the seller and annexed to the contract.
3. SPECIFICATION AND DESCRIPTION SAMPLE AND STANDARD
3.1 The description of the goods given in any advertisement, catalogue or other literature is for information purposes only and does not constitute part of the contract.
3.2 The seller undertakes that the goods will conform with:
3.2.1 The provisions of the quotation (except in minor respects which do not materially effect the usage of the goods). The seller reserves the right to change and improve the specification of the goods in line with its policy of progressive development provided that any substituted materials shall be of the same or better quality than those specified in the quotation and that any such change will not materially affect the usage of the goods:
3.2.2 The seller's normal standards of manufacture:
3.2.3 The requirements of any legislation in force at the time of submission of the quotation.
4. QUALITY AND FITNESS OF PURPOSE
4.1 The goods shall be in accordance with the quality specified in the seller's quotation and if no quality is specified, with the normal industrial quality for the type of goods in question at the contract price.
4.2 If the buyer has specified expressly that the goods shall be suitable for a particular purpose and the seller has agreed in the quotation expressly to supply goods suitable for that purpose, then the goods shall be so suitable within the limits specified by the supplier in this quotation except in minor respects which do not materially affect the purpose for which the goods have been supplied. Otherwise the buyer shall be wholly responsible for checking that the products are entirely appropriate for the use and application to which they may be put.
4.3 Subject to the above all other warranties, conditions or terms relating to fitness for purpose, suitability, merchantability or condition of the goods and whether implied by statute or common law or otherwise are excluded.
5.1 The seller undertakes as a warranty and not as a condition of the contract that if a firm delivery date or period has been stated in the quotation that the seller will deliver the goods by such date or within such period or any extended date or period as provided under clause 11
5.2 The seller shall deliver the goods to the delivery point stated on the quotation either carriage paid or charged at a minimum to cover costs dependant on the quotation. Normally carriage is paid on orders in the Leeds/Bradford postal areas and over £200 delivered to mainland UK.
6. PASSING OF PROPERTY
6.1 The Goods shall be at the Buyer's risk as from delivery.
6.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
6.2.1 the Buyer shall have paid the Price plus VAT in full: and
6.2.2 no other sums whatever shall be due from the Buyer to the Seller.
6.3 Until property in the Goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
6.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be the sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
6.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed to the Seller.
6.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 6.4 shall cease.
6.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
6.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property of the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing to the Buyer to the Seller shall forthwith become due and payable.
6.9 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
7. CONTRACT PRICE
7.1 The price stated in the quotation is based on the cost of production as at the date of the quotation. If because of any rise or fall in the cost to the seller of labour, materials, fuel or transport the cost to the seller of performing the contract shall be increased or reduced, the amount of such increase or reduction shall be added to or subtracted from the contract price. No account shall be taken of any increase in cost which has been incurred by the seller because of any default by the seller.
7.2 If after the date of the quotation the cost to the seller of performing the contract is increased or reduced by reason of any change in the laws or regulations affecting the seller in the performance of the contract, including any changes in taxes, levies or National Insurance Contributions payable by the seller in respect of his workforce but excluding income tax, then the amount of such increase or reduction shall be added to or reduced from the contract price.
8. PAYMENT TERMS
8.1 The seller shall be entitled to invoice for the goods on delivery.
8.2 The buyer shall pay the seller net monthly.
8.3 If the buyer fails to pay the seller's invoice on the due date then the seller shall be entitled to:
8.3.1 charge interest on the outstanding account at the rate of 4% per annum above the Midland Bank Rate accruing daily:
8.3.2 decline to deliver any further goods to be supplied under this contract or any other purchase order placed by the buyer with the seller until payment has been received in full of any amounts outstanding, and payment has been made by the buyer in advance for any goods not yet delivered without thereby incurring any liability whatsoever to the buyer:
8.3.3 terminate the contract if the delay in payment exceeds 30 days.
8.4 Value Added Tax (VAT) where applicable shall be added to the contract prices as a strictly net extra charge.
9.1 The buyer shall inspect the goods immediately on their receipt and shall be deemed to have accepted the goods within 3 days if the buyer has not notified of damage, rejection or shortfall in delivery or if not in accordance with the contract and within 14 days after the date of the invoice for non delivery.
9.2 If the buyer does so notify the seller to this effect then the seller shall be given the opportunity to inspect the goods, and if reasonably satisfied that the goods are not in accordance with the contract, if for a reason for which the seller is responsible, shall at its option repair or replace such goods.
9.3 At the seller's request the buyer shall return the goods which it considers not to be accordance with the contract at the seller's expense If the goods returned as not in accordance with the contract are later found to be in accordance then they will be returned to the buyer at the buyer's expense.
9.4 The obligations of the sellers under sub-clause 9.2,9.3 above shall be in full satisfaction of the seller's liability in respect of such goods, and the buyer shall not be entitled to claim damages for breach by the seller of any of its obligations whether under the contract or otherwise and whether for delay or performance.
10. DELAYED DELIVERY
If the seller shall have included in the quotation a firm date or period for delivery then the following provisions of this clause shall take effect. Otherwise any date or period for delivery shall be considered as indicative only and not contractually binding on the seller.
10.1 The date for delivery shall only constitute a warranty and not a condition of the contract, time shall not be considered to be of essence and the buyer shall not have the right to reject goods or terminate the contract by reason of any delay in delivery.
10.2 If the seller is delayed in the performance of the contract by any act or default of the buyer, or industrial dispute or any circumstances beyond the sellers reasonable control, then the date for delivery shall be extended by such period as may be reasonable.
11. DEFECTS LIABILITY
11.1 The seller shall repair or replace at the seller's option any of the goods which are, or which become, defective within 12 months from delivery due to faulty workmanship, materials or faulty design if the seller is responsible for design, provided that the buyer shall have notified the seller in writing of such defect and have given the seller a reasonable opportunity to inspect the defective goods.
11.2 The seller's liability in respect of defects in the goods shall be limited to those stated in this clause and subject to Section 2(1) of the Unfair Contract Terms Act
1977, the seller shall not be liable whether in contract or in tort, including but not limited to negligence, or by reason of breach of statutory duty or otherwise, for any damage or loss whatsoever suffered by the buyer or any third party arising out of or attributable to such defects.
12. LIMITATIONS OF LIABILITY
12.1 The obligations and liabilities of the seller in respect of the description of the goods, the quality of the goods or their fitness for propose are limited to those which are expressly stated in clauses 9 and 11 above. All conditions, warranties and intermediate terms relating to the goods , their quality and fitness for purpose implied by common law or by statute or otherwise are hereby excluded from the contract
12.2 Except as provided for under clause 10 above neither party shall be liable to the other for any indirect or consequential loss or damage, loss of profit, loss of use or production or of contracts which the other may suffer arising out of any breach by the party of its obligations under the contract and whether the same be due to negligence of that party or not.
13. FORCE MAJEURE
Neither party shall be liable to the other for its failure to perform any of its obligations under the contract to the extent that such failure is a result of circumstances beyond its reasonable control, provided that the other party is notified in writing of such circumstances by the party affected as soon as they become aware of their occurrence.
The buyer shall not be entitled to exercise the right of set-off or counter-claim.
The contract shall in all respects be governed by and interpreted in accordance with English law.
16. DISPUTE RESOLUTION
If any dispute or difference shall arise between the parties in connection with or arising out of the contract which cannot be settled amicably between the parties, then either party shall give 14 days' written notice to such effect and such dispute or differences shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice, or in default of agreement, as may be nominated by the President for the time being of the Chartered Institute Of Arbitrators, Ref. 365682/01 Q
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