Terms & Conditions of Supply

Selo – Terms & Conditions of Supply.pdf

1 .  Definitions

1.1.  “Company” means Linear Building Innovations Ltd trading as Selo, incorporated in England & Wales with company number 9247787 whose registered office address is: K2, Kents Hill Business Park, Timbold Drive, Milton Keynes, MK7 6BZ. England

1.2.  “Goods” means an article or articles that are furnished by the Supplier to the Company.

1.3.  “Order” means the Company’s order for the Goods as set out in the relevant email from Customer to Supplier.

1.4.  “Supplier” means a person who sells or agrees to sell Goods to the Company.

2. Application of Terms

2.1.  Subject to any variation under condition 2b, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Supplier purports to apply in any specification or other document).

2.2.  These conditions apply to all the Company’s purchases and any 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. The Supplier acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in these conditions. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

2.3.  Each Order by the Company shall be deemed to be an offer by the Company to buy Goods subject to these conditions. An Order shall be deemed to be accepted by the Supplier issuing a written acknowledgement of the Order or (if earlier) the Supplier doing any acts consistent with fulfilling the Order.

3. Intellectual Property Rights

The Supplier warrants that it has full clear and unencumbered title to the Goods, and that at the date of delivery of the Goods to the Company, it will have full and unrestricted rights to sell and transfer such Goods to the Company.

4. Accuracy of Description of Goodsancellation

The Goods shall correspond with their description and any applicable specification.

5. Delivery of Goods

5.1.  The Supplier shall deliver the Goods: (i) on the date specified in the Order, or, if no such date is specified, as soon as possible from the date of the Order; and (ii) during the Company’s normal business hours, or as instructed by the Company.

5.2. Unless otherwise agreed in writing by the Company delivery shall take place at Unit 1 Grendon House Farm Grendon Atherstone CV9 3DT UNITED KINGDOM, England, unless a different location has been specified in the Order and shall be deemed to take place upon the completion of unloading of the Goods at the delivery location.

5.3. The Supplier shall ensure that: (i) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and (ii) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.4. The Supplier shall not deliver the Goods in instalments without the Company’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Company to the remedies set out in condition 7 (including, but not limited to, the quantity of Goods).

6. Quality of Goods

6.1.  The Supplier warrants that: (i) all Goods supplied by the Supplier shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and fit for any purpose held out by the Supplier or made known to the Supplier by the Company expressly or by implication (including, without limitation for use in the Company’s door systems), and in this respect the Company relies on the Supplier’s skill and judgment; (ii) where the Goods are manufactured products, they shall be free from defects in design, material and workmanship and remain so for 24 months after delivery or the length of the Supplier’s stated guarantee, whichever is the longer period; and (iii) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of Goods.

6.2.  The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

6.3.  The Company shall have the right to inspect and test the Goods at any time before delivery.

6.4.  If following such inspection or testing the Company considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at condition 6a, the Company shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

6.5.  Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and the Company shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

7. Remedies

7.1.  If the Supplier fails to deliver the Goods by the applicable date, the Company shall, without limiting its other rights or remedies, have one or more of the following rights: (i) to terminate the Contract with immediate effect by giving written notice to the Supplier; (ii) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; (iii) to recover from the Supplier any costs incurred by the Company in obtaining substitute goods from a third party; (iv) where the Company has paid in advance for Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and (v) to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to meet such dates.

7.2.  If the Supplier has delivered Goods that do not comply with the undertakings set out in condition 6a, then, without limiting its other rights or remedies, the Company shall have one or more of the following rights, whether or not it has accepted the Goods: (i) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense; (ii) to terminate the Contract with immediate effect by giving written notice to the Supplier; (iii) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; (iv) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; (v) to recover from the Supplier any expenditure incurred by the Company in obtaining substitute goods from a third party; and (vi) to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to supply Goods in accordance with condition 7a.

7.3.  These conditions shall extend to any repaired or replacement goods supplied by the Supplier.

7.4.  The Company’s rights under these conditions are in addition to its rights and remedies implied by statute and common law.

8. Price & Expenses

Unless otherwise agreed by the Company in writing, the price for the Goods shall be exclusive of any value added tax but shall include all costs or charges in relation to packaging, loading, unloading, carriage, insurance and installation.

9. Payment

9.1.  The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.

9.2.  Payment of the price for the Goods is due in pounds sterling, 30 days from the date that the receipt of the Supplier’s correctly rendered invoice.

9.3.  The Supplier may invoice the Company for the Goods at any time after the completion of delivery, as appropriate. Payment shall be made to the bank account nominated in writing by the Supplier.

9.4.  The Supplier must give the Company at least 4 months’ notice of any increase in the price of the Goods.

9.5.  The price of the Goods and any related pricing arrangements between the Company and the Supplier shall treated as confidential information in accordance with condition 15.

9.6.  The Company may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Company against any liability of the Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

9.7.  If the Company fails to pay the Supplier any sum due pursuant to the Contract, the Company shall be liable to pay interest to the Supplier 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 NatWest Bank, accruing on a daily basis until payment is made, whether before or after any judgment. This condition shall not apply to payment(s) the Company disputes in good faith.

10. Risk & Passing of Property

Title and risk in the Goods shall pass to the Company on completion of delivery.

11. Indemnity

11.1.  The Supplier shall keep the Company indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company as a result of or in connection with: (i) any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; (ii) any claim made against the Company by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and (iii) any claim made against the Company by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

11.2.  This condition 11 shall survive termination of the Contract.

12. Insurance

During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

13. Termination

13.1.  Without limiting its other rights or remedies, the Company may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Company shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2.  The Company may terminate the Contract forthwith by service of written notice to the Supplier in the event of: (i) any material breach hereof by the Supplier which breach, if capable of remedy, is not remedied within 30 days of receipt of notice in writing from the Company to the Supplier; or (ii) if the Supplier goes into liquidation or if a receiver or administrator is appointed over or an encumbrance takes possession of any part of its assets, or the Supplier makes any composition with its creditors or is deemed unable to pay its debts, or otherwise suffers any analogous act under any law applicable to it.

13.3.  If the Contract terminates for whatever reason, the Supplier shall supply and the Company shall pay for Orders already placed by the Company as at the effective date of termination (“Outstanding Order”).

13.4.  If the Supplier fails to comply with condition 13c then the Company may enter the Supplier’s premises and take possession of any Goods that are the subject of Outstanding Orders. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14.  Assignment & Sub-contracts

14.1.  The Company may assign the Contract or any part of it to any person, firm or company.
14.2.  The Supplier shall not be entitled to assign or subcontract the performance of the Contract or any part of it without the prior written consent of the Company.

15. Confidentiality

15.1.  The Supplier shall keep confidential and shall not without the prior written consent of the Company disclose to any third party any technical or commercial information which either has acquired from the Company as a result of discussions, negotiations and other communications between them relating to the Goods and/or the Contract.

15.2.  This clause 15 shall survive the termination of the Contract.

16. General

16.1.  Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

16.2.  If any provision of the Contract is found by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly illegal, invalid, void, avoidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

16.3.  Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Supplier shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the terms of the Contract.

16.4.  The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.5.  The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.