Scruffy UK - Terms & Conditions

1.1 Definitions

means SCRUFFY UK LIMITED of Oats Royd Mill, Luddenden Halifax, West Yorkshire HX2 6RF

1.2

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and/or the remainder of the provision in question shall not be affected thereby

“The Supplier”

means the person who buys or agrees to buy the goods from the Supplier

“The Customer”

means the goods and services to be sold, otherwise supplied to the Customer in accordance with these Conditions

“The Goods”

means the Value Added Tax or any similar charge tax or levy on purchase of the goods or services

“ V.A.T.”

means the provisions contained herein which shall be incorporated into this Agreement in their entirety

“The Conditions”

The headings in these conditions are for convenience only and shall not affect their interpretation

1.3

No Order by the Customer shall be deemed accepted unless confirmed in writing by an official of the Supplier. Acceptance of delivery of the Goods shall be conclusive evidence of the Customer's acceptance of these Conditions which shall apply to any such order.

2. Application of Conditions

All Goods are sold or supplied by the Supplier upon the following terms and conditions and these terms and conditions apply in preference to and supersede any terms and conditions offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the Supplier and Customer with reference to the Goods to which this contract relates.

2.1

All orders of Goods from the Supplier shall be deemed to be an offer by the Customer to purchase on the basis of these Terms and Conditions.

2.2

2.3

3. Description

The Supplier shall be entitled to make such alterations to the materials, specifications, dimensions, designs, production, packaging and finish of the Goods as the Supplier may think fit provided that such alterations do not have a material effect on the quality or performance of such Goods (or are required so that such Goods conform to applicable statutory requirements or regulations).

3.1

Illustrations, catalogues, photographs, descriptions, samples, demonstration products and general literature relating to the Goods are intended as a general guide only and shall not form part of any contract between the Supplier and the Customer for such unless otherwise expressly agreed in writing signed on behalf of the Supplier by an official of the company

3.2

The Supplier gives no advice or recommendation regarding the use of the Goods but requires the Goods to be used in accordance with the instructions as set out and in entering into this Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representation in this respect or in relation to quality or otherwise of the Goods unless any such representation is made in writing by a director of the Supplier

3.3

4. Title and Risk of Goods

Where Goods are sold to the Customer, until receipt by the Supplier in cash or cleared funds of the price in full together with V.A.T. in respect of the Goods and any other goods supplied or agreed to be sold or sold by the Supplier to the Customer property in the Goods shall not pass to the Customer and the Customer shall keep the Goods as bailee and agent for the Supplier.

4.1

Until such time as the property in the Goods passes to the Customer, the Customer shall be entitled to deal with the Goods in the ordinary course of its business provided that any monies received by the customer in respect of the Goods (including any insurance proceeds) shall be held by the Customer in a fiduciary capacity on behalf of the Supplier and, the Customer shall keep such monies in a separate account but without prejudice to the Supplier's rights to trace the same if the Customer fails to keep such proceeds separate as mentioned above. The Supplier shall be entitled to inspect and take copies of the statements and other documents relating to any such account upon giving the Customer seven days notice.

Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold or otherwise disposed of by the Customer) the Supplier shall be entitled by notice to the Customer to terminate the Customer's power to use, resell or otherwise deal with the Goods if:-

The Customer shall be in breach of any of the provisions of this clause or any other of these Terms and Conditions.

(i)

The Customer becomes bankrupt or negotiates for or makes an assignment or composition with creditors or suffers distress or process of execution to be levied on the property of the Customer.

(ii)

(iii)

A meeting is convened or resolution passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind up the Customer or any part of its assets or undertaking or an administration order is made in respect of the Customer or the Customer applied for an interim order under the Insolvency Act 1986.

If payment for the Goods is not made in accordance herewith the Supplier shall be entitled to require the Customer to deliver up the Goods to the Supplier and, if the Customer fails to do so forthwith, the Supplier shall be entitled and the Customer hereby gives the Supplier the right to enter upon any premises of the Customer where the Goods are situate and take possession of the Goods in which the property remains in the Supplier and remove and dispose of them as the Supplier thinks fit

The Customer shall be deemed not to have paid the Seller for Goods in the possession of the Customer at any time unless the Customer can prove that payment for such Goods has been received by the Supplier.

The Customer shall so store the Goods that they shall be safe and at all times as identifiable as Goods of the Supplier.

4.2.1

Whilst all risk in the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery at the time when the Supplier has tendered the delivery of the Goods the Customer shall insure them with a reputable insurance company for the benefit of the Supplier.

4.2.2

5. Prices

Subject as mentioned following any price quoted is valid for 30 days only or until earlier acceptance by the Customer.

5.1

The Supplier reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increases in the cost to the Supplier which is due to any fact beyond the control of the Supplier (such as without limitation the foreign exchange fluctuation currency regulation operation of duties, significant increase in cost of labour, materials or other costs of manufacture) provided always if such increase shall represent more than 10% of the cost of the Goods (excluding VAT) the Supplier shall have the right to cancel this Agreement by giving notice to the Supplier of such his decision within two weeks of the date of the Supplier's notice of increase. If no such Supplier’s notice is received by the Supplier within the said period the Customer shall be deemed to accept the increased price.

5.2

Any change in delivery date, quantities or specifications for the Goods which is requested by the Supplier or any delay caused by the Customer or failure of the Customer to give the Supplier adequate information or the failure of the Customer to provide reasonable access to allow installation shall entitle the Supplier to make any consequential adjustment in price except otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Customer and the Supplier in the case of Goods supplied from UK stock all prices are given by the Supplier on an ex-works basis.

5.3

The prices are exclusive of VAT (unless other wise stated) which is chargeable in addition to the price and exclusive of any local taxes, duties inspection fees or similar liabilities whether imposed in the United Kingdom or otherwise which shall be charged in addition to the price.

5.4

The cost of despatching Goods by Red Star, Courier, Data Post, Express Post or Airfreight or otherwise at the request of the Customer will be charged to the Customer in addition to which the Supplier reserves the right to pass on any supplementary charges incurred in arranging Special Delivery through its normal Carriers at the Customer's request.

5.5

6. Terms of Payment

Goods supplied to the Customer are invoiced on despatch of the Goods and payment is due from the Customer to the Supplier in cleared funds not later than 30 days from date of invoice. Time for payment shall be of the essence.

6.1

Where a discount on the retail price list has been given to the Customer and the invoice is not paid by the due date the discount will be reduced by a thirtieth for every day that the invoice remains outstanding so that after 60days from the date of invoice the discount will no longer apply and the Customer will be liable to pay the full retail price for the Goods.

6.2

Any credit account is subject to prior agreement in writing and any continuance of such arrangement is at the absolute discretion of the Supplier and the Supplier reserves the right to cancel such arrangements without notice and demand immediate cash payment.

6.3

The Seller reserves the right to amend the terms of payment.

6.4

The price of the Goods and any other monies payable by the Customer under these Terms and Conditions shall be paid by the Customer without any set-off or counterclaim.

6.5

If the Customer fails to make payment on the due date:-

6.6

The Supplier may charge interest on the amount outstanding on any account from the due date of payment until the actual date of payment at the rate of 5% above the Lloyds Bank PLC base rate in force from time to time and in the event of any account being pursued by legal action in addition to any legal charges payable.

The Supplier may suspend or cancel deliveries of any articles due to the Customer.

The Supplier may require payment for any other articles due in advance but without prejudice to any other remedies available to the Supplier.

Whilst the Supplier shall make every effort to comply with any estimated delivery date all times or dates given for delivery of the Goods are indications given in good faith but without any responsibility on the part of the Supplier. Time of delivery shall not be of the essence of any contract

8.1

The Supplier shall not be liable to the Customer or be deemed to be in breach of the Agreement by any reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Supplier’s reasonable control, without prejudice to the generality of the foregoing the following shall be examples:

8.2

Act of God, explosion, flood, tempest, fire or accident.

War or threat of war sabotaging civil disturbance or requisition.

Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the parts of any Governmental, Parliamentary or Local Authority.

Import and export regulations or embargoes.

Strikes, lockouts or other industrial actions or trade disputes, whether involving employees of the Supplier or any third party.

Difficulty in obtaining raw material, labour, fuel, parts or machinery.

Unavailability of materials from the usual sources of supply.

In such circumstances the Supplier shall be entitled at its option to give notice to the Customer declaring that the Agreement shall be deemed to be frustrated from the date of such notice or to extend delivery by a reasonable period.

The Supplier reserves the right to deliver and invoice for the Goods in instalments and each instalment shall be treated as a separate contract and the Customer shall not be entitled to repudiate the whole Agreement as a result of any breach of these conditions by the Supplier in respect of any instalment.

8.3

If the Customer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions or fails to comply with the Installation Specification or fails to afford the Supplier reasonable access for installation without prejudice to any other right or remedy available to the Supplier, the Supplier may:-

8.4

store the Goods until actual delivery and charge the Customer reasonable costs (including insurance and storage) and in addition charge interest at the rate of 5% above Lloyds Bank PLC base rate from time to time in force for any period of storage exceeding 14 days.

sell the Goods at the best price readily obtainable and after deduction of all reasonable expenses as above charge the Customer with any shortfall.

8.5

Claims for non-delivery of part of the Goods or for damage in transit or defects apparent on delivery cannot be entertained unless a separate note in writing is given to the carrier concerned and the Supplier within 2 days of the date of delivery and unless a complete claim in writing is made to the Supplier within 5 days of receipt of the Goods and the Supplier allowed to inspect.

Where the Goods are accepted without being checked the Delivery Note from the carrier must be marked “not examined”.

The Goods in respect of any such claim must be preserved intact as delivered for a period of 14 days from notification of the claim within which time the Supplier and the carrier shall be at liberty to attend at the Customer’s premises and inspect the Goods.

Acceptance, Defects and Shortages of Goods Manufactured or Assembled by the Supplier only

9.1

The Supplier reserves the right to inspect all Goods deemed faulty or substandard by the Customer. All Goods agreed to be faulty or sub-standard by the Supplier will be authorised and arranged as an uplift and returned to the Supplier at the Customer’s risk. The Supplier will not accept any Goods sent back by the Customer that have not been duly authorised.

9.2

The Customer shall pay the Supplier a handling charge in respect of Goods returned in addition to the purchase price if in the opinion of the Supplier such Goods are not defective.

9.3

Any returned Goods must be in the same condition and packing as they left the Supplier’s premises.

9.4

If, in the opinion of the Supplier, the Goods returned are defective and the defect due to faulty workmanship or materials or to some other factor within its control, the Supplier shall, at its option, either replace, repair or credit the Customer with the value thereof.

9.5

Failure to give notice to the Supplier of allegedly defective Goods or alleged shortages within the 2 days period specified in clause 8 hereunder above shall be deemed acceptance of the Goods.

9.6

10. Warranty

In as much as the Supplier has not manufactured the Goods delivered to the Customer but has bought them from sub-suppliers who have despatched the Goods directly to the Customer or to the Supplier for supply to the Customer, the Supplier assigns to the Customer the benefit of all such warranties and guarantees the sub-supplier has to the Customer. The Customer accepts this assignment in place of all warranties from the Supplier whether statutory or otherwise and in place of the warranties given in clause 10.2 hereof.

10.1

Nothing in this clause nor in clause 11 is intended to deprive the Customer(whether or not dealing as consumer as defined by Section 12 Unfair Contract Terms Act 1977) of his statutory rights.

10.2.1

Subject to sub-clause 10.2.1 above and the Conditions set out below the Seller warrants in relation to Goods manufactured or assembled by the Supplier that the Goods will be free from defects in materials and workmanship for a period of 6 months from the date of delivery

10.2.2

The liability of the Supplier shall in any event not exceed the purchase price of the defective part of the Goods and performance of any one of the options below shall constitute compliance with the Supplier’s obligations hereunder.

10.2.4

If the Goods do not conform to the above warranty the Supplier will at its option:-

10.2.5

take such steps as the Supplier deems necessary to bring the Goods into a state where they are free from such defects which may include removal of the Goods or;

take back the Goods found not to conform with the warranty and replace with goods to a similar value.

PROVIDED

The Customer has given written notice to the Supplier of the alleged defect in the Goods in writing such notice to be received by the Seller within seven days of the time when the Customer is aware of the defects and in any event within 6 months of the delivery of the Goods. In the absence of evidence of the date of delivery the date of the Supplier's invoice shall be held as the date of delivery.

The Customer affords the Supplier a reasonable opportunity to inspect the Goods and if so requested by the Supplier to arrange for the return of the alleged defective Goods to the Supplier's works carriage prepaid together with a copy of the relevant delivery note and invoice for inspection to take place there.

No further use of the Goods is made after the time which the Customer discovers or ought to have discovered that the Goods were defective.

These Conditions apply to parts as well as the whole of the Goods.

11. Limitation of Liability

The undertakings contained in clauses 9 and 10 of these Terms and Conditions shall be the absolute limit of the liability of the Supplier in respect of allegedly defective Goods or breach of contract and such undertakings are in substitution for any condition duty or warranty (except as to title) implied by statute, common law or otherwise in respect of the supply use or resale of Goods which said warranties conditions or duties are hereby expressly excluded.

In particular and without prejudice to paragraph (a) of this clause in no circumstances shall the Supplier be liable to the Customer for any consequential loss or damage (whether for loss of profit or otherwise costs, expenses or other claims for consequential compensation) whatsoever and howsoever occasioned or arising.

The liability of the Supplier in any event shall not exceed the price of the unit and performance by the Supplier of any one of its options under clauses 9 and 10 shall constitute compliance with the Supplier’s obligations hereunder.

Nothing in these Terms and Conditions shall affect the liability of the Supplier for death or personal injury arising out of the negligence of the Supplier or its employees.

13. Intellectual Property

In this clause "Intellectual Property" shall mean any Intellectual Property, logo, patents, copyright, trademark, registered design or other intellectual property right in relation to the Goods or any literature brochures drawings or specifications in relation thereto.

13.1

The Customer acknowledges the Supplier's exclusive right, title and interest in the Intellectual Property and acknowledges that no right or licence is granted under this contract to the Customer under any Intellectual Property except the right to use or re-sell the Goods.

13.2

The Customer covenants not to deface alter or remove any trademark or logo from the Goods and all Goods sold in retail packaging may be resold by the Customer only in the packaging supplied by the Supplier unless authorised in writing by the Supplier.

13.3

The Customer must notify the Supplier or its agents of any suspected infringement of the Intellectual Property and take such action thereupon as the Supplier shall direct and the Customer shall indemnify the Supplier against all costs claims damages expenses and other matters arising from any alleged unauthorised use or infringement or any Intellectual Property.

13.4

TIf any claim is made against the Customer that the Goods infringe or their use or resale infringes a patent copyright design, trade mark or any other intellectual property rights of any person the Supplier shall indemnify the Customer against all loss, damage, costs, expenses awarded against or incurred by the Customer provided that:-

13.5

If it is reasonable so to do the Supplier is given full control of any proceedings or negotiations in connection with any such claim.

The Customer shall give the Supplier all reasonable assistance for the purposes of such proceedings.

Except pursuant to a final award the Customer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Supplier.

The Supplier shall be entitled to the benefit of and the Customer shall accordingly account to the Supplier for all damages and costs, if any, awarded in favour of the Customer to be paid by any other party in respect of any such claim.

Without prejudice to any duty of the Customer at common law, the Supplier shall be entitled to require the Customer to take such steps as the Supplier may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Supplier is liable to indemnify the Customer under this clause.

Where the Supplier has altered or adapted the Goods to the Specifications of the buyer and those amendments or adaptations infringe patents, copyright, design, trademark or any other Intellectual Property Rights of any other person the Customer shall indemnify the Supplier against all loss damage costs expenses awarded against or incurred by the Supplier in that respect.

13.6

14. Notices

Any notices hereunder may be sent by letter, facsimile, telex or cable to the Customer at the address of the Customer to which invoices are sent by the Supplier or to the Supplier at its office and shall be deemed to have been received 48 hours after despatch, in proving service it shall be sufficient to prove despatch.

15. Waiver

No failure, forbearance, delay or indulgence by the Supplier in enforcing its rights shall prejudice or restrict such rights and no waiver of any such rights or any breach of any contractual term shall be deemed to be a waiver of any other right or of any later breach.

16. Jurisdiction

This contract is subject to the laws of England and Wales and all disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales

17. Third Parties

It is not intended that a third party should have the right to enforce any terms of this agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 but this does not affect any rights which are available apart from that Act.

Terms & Conditions

The Customer shall be deemed to have accepted the Goods by signing the delivery note for the purposes of section 35 of the Sales of Goods Act 1979 as amended.

Scruffy UK

Unit 2 Greenhill Industrial Estate, Mytholmroyd, Halifax, W. Yorkshire HX7 5QF

Tel: 01422-884879 Fax: 01422-882366

email: sales@scruffyuk.co.uk