INTERPRETATION

“Buyer”

the person or firm who purchases the Goods from the Seller.

“Conditions”

the terms and conditions set out in this document as amended from time to time in accordance with clause 9.5.

“Contract”

the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

“Force Majeure Event”

an event or circumstance beyond a party’s reasonable control, including but not limited to strikes, lockouts, trade disputes or labour troubles, act of God, act of Buyer, embargo or other governmental Act, regulation or request, fire accident, war, riot, delay in transportation, inability to obtain adequate labour, materials or manufacturing facilities.

“Goods”

the goods (or any part of them) set out in the Order.

“Order”

the Buyer’s order for the Goods.

“Specification”

any specification for the Goods produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures.

“Seller”

Senior Architectural Systems Limited registered in England and Wales with company number 03909137.

1. GENERAL
   1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. Any Specification for the Goods provided by the Seller, whether in response to project details requested by the Buyer or otherwise:
      1. is provided for information only for the sole purpose of giving an approximate idea of the Goods referred to;
      2. shall not constitute an offer; and
      3. shall not form part of the Contract nor have any contractual force.
   3. The Buyer is responsible for:
      1. ensuring that the terms of the Buyer’s Order are complete and accurate; and
      2. ensuring that any applicable Specification meets the Buyer’s requirements.
   4. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.
   5. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order (Order Acknowledgement), at which point the Contract shall come into existence.
   6. The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
   7. Any specifications, drawings, weights, descriptions and particulars of weights and dimensions produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2. PRICE AND PAYMENT
   1. The price of the Goods shall be the price set out in the Order Acknowledgement, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery.
   2. All prices are subject to variation until delivery. The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods.
   3. The cost of tooling, jigs and special dies are to be borne by the Buyer.
   4. The price of the Goods:
      1. excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice; subject to clause 2.4.3, includes the costs and charges of packaging,
      2. insurance and transport for delivery of the Goods; and
      3. where expedited delivery is requested by the Buyer and agreed by the Seller, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.
   5. The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.
   6. The Seller reserves the right to demand full or partial payment before proceeding with an Order or part Order placed by the Buyer.
   7. The Buyer shall pay the invoice in full and in cleared funds by the 25th day following the end of the month of delivery. Payment shall be made to the bank account nominated in writing by the Seller. Time for payment is of the essence.
   8. If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 2% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
   9. If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, the Buyer shall indemnify the Seller against all costs and expenses, including all legal and professional costs suffered or incurred by the Seller (calculated on a full indemnity basis) in connection with any action taken by the Seller to recover the payment due to the Seller by the Buyer under the Contract.
   10. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
3. DELIVERY OF GOODS
   1. The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).
   2. The Seller shall deliver the Goods to the Buyer’s usual business address, as set out in the Order Acknowledgement, or such other location as the parties may agree in writing (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready.
   3. Delivery shall take place when the Goods are loaded onto the carrier nominated by the Seller to deliver the Goods to the Delivery Location.
   4. The Goods shall be delivered according to the Seller’s usual delivery days and delivery runs, unless otherwise agreed by the Seller in writing Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods
   5. The Seller reserves the right to cancel the whole or part of an Order when the Seller is prevented from making delivery by a Force Majeure Event and the Seller shall not be bound to obtain in the market goods to replace Goods on Orders that have been cancelled as a result of any of Force Majeure Event.
   6. The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4. RISK AND TITLE
   1. The risk in the Goods shall pass to the Buyer on completion of delivery.
   2. Title to the Goods shall not pass to the Buyer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
   3. If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 6.1.1 to clause 6.1.5, then, without limiting any other right or remedy the Seller may have the Seller may at any time:
      1. require the Buyer to deliver up all Goods in its possession; and
      2. if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
5. WARRANTY
   1. The Seller warrants that on delivery the Goods shall:
      1. conform in all material respects with their description and any applicable Specification;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   2. Subject to clause 5.3, if:
      1. the Buyer gives prompt notice in writing to the Seller’s returns department as soon as practicable following the discovery of the defect (or when the defect reasonably should have been discovered) that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      2. the Seller is given a reasonable opportunity of examining such Goods in situ, including the Seller being reasonable access to the site where the Goods are held in order carry out such examination;
      3. the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost; and
      4. the Seller is reasonably satisfied that some or all of the Goods do not comply with the warranty set out in clause 5.1, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full without any obligation to pay damages. Fabrication and/or installation costs and such like are expressly excluded from the warranty.
   3. Any Goods being returned by the Buyer under this clause 5 shall be returned to the Seller within any time period reasonably required by the Seller.
   4. The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
      1. the Buyer makes any further use of such Goods after giving notice in accordance with clause 5.2.1;
      2. the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or good trade practice regarding the same;
      3. the defect arises as a result of or was caused by the fabrication and/or installation of the Goods;
      4. the Buyer alters or repairs such Goods without the written consent of the Seller;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. Except as provided in this clause 5, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
   6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   7. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
6. TERMINATION
   1. Without limiting its other rights or remedies, the Seller may terminate this Contract 6.1 with immediate effect by giving written notice to the Buyer if:
      1. the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      2. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Buyer (being an individual) is the subject of a bankruptcy petition, application or order
      4. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      5. the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   2. Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 6.1.1 to clause 6.1.5, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
   3. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
   4. On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.
   5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
   6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
7. LIMITATION OF LIABILITY
   1. Nothing in these Conditions shall limit or exclude the Seller’s liability for:
      1. employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987; or
      5. any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
   2. Subject to clause 7.1:
      1. the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
      2. the Seller shall under no circumstances whatsoever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for the cost of any fabrication, installation or removal of the Goods, re-installation or any damage to surrounding property caused by such fabrication, installation, removal and/or re-installation; and
      3. the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods giving rise to the liability.
8. FORCE MAJEURE

   Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate this Contract by giving 30 days written notice to the affected party.

9. GENERAL
   1. The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
   2. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
   3. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
   5. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
   6. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
   7. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
   8. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
10. GOVERNING LAW
    1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation

RETURNS POLICY

How to return your Goods in the event they do not comply with clause 5.1. Please notify the Seller in accordance with clause 5.2.1 by filling in the returns form (to request a copy, please contact your Sales contact of the returns department).
Upon receipt of the returned Goods form the Seller will investigate the alleged defect and, subject to clause 6, issue the Buyer with the returns labels and arrange collection using the seller's nominated carrier. The Seller's nominated carrier will not accept any Goods without the appropriate returns paperwork.

How to return Goods Over Ordered & Goods Ordered in Error Please notify the Seller by filling in the returns form (to request a copy, please contact your Sales contact or the returns department) if you wish to return any Goods over ordered or ordered in error. The Buyer is responsible for arranging the return of the Goods at its cost. Any Goods which are over ordered or ordered in error by the Buyer must be returned to the Seller within 30 days of the date of the invoice and returned in original saleable conditions. Any tempered/altered/used/damaged Goods will not be accepted by the Seller. All returns of Goods over ordered or ordered in error will be subject to a 15% administration charge.

Returns Team Contact details
E-mail: returns@seniorarchitectural.co.uk
Tel: 01709 772600

enquiries@seniorarchitectural.co.uk