Terms & Conditions
STOCKLINE LIMITED – TERMS AND CONDITIONS OF SALE.
‘Company’ refers to Stockline Limited.‘Purchaser’ refers to the individual, firm or company to whom a quotation is addressed or whose order is accepted by the Company.
‘Goods’ refers to goods the subject of such quotation or order.
‘Conditions’ refers to these Conditions of Sale, which shall apply in respect of all contracts between the Company and the Purchaser for the purchase of Goods from the Company.
‘Contract’, ‘Intellectual Property’ refers to any trademarks, registered or unregistered design rights, UK or foreign patents, copyright, confidential information, trade or business names.
‘Materials’ refers to Goods, drawings, documents, confidential records, data, texts, emails, DVD, computer programs, diagrams, images [in any tangible or electronic medium whatsoever, including paper based materials, computer programs, software, CD’s, audio and/or visual tapes.
1. APPLICATION OF CONDITIONS.All quotations, offers or tenders are made and all orders are accepted by the Company subject to these following Conditions. Except as otherwise provided in these Conditions all other terms, conditions or warranties are excluded from any Contract between the Company and the Purchaser unless expressly accepted in writing by a director of the Company. No variation of these Conditions shall be of any effect unless agreed by a director of the Company in writing. It is agreed that any documents sent by the Purchaser to the Company which contain terms and conditions are sent by the Purchaser and received by the Company on the understanding that they have no legal effect and the Purchaser waives any rights which the Purchaser might otherwise have to rely on such conditions These Conditions shall have effect in place of any other terms and conditions which may previously have bee notified by the Company to the Purchaser. All Goods are supplied subject to the reasonable availability of suitable material to the Company. All drawings, descriptive matter, weights, dimensions, specifications, brochures, catalogues, price lists and advertising matter are approximate and by way of identification only and are intended merely to present a general idea of the Goods or services described therin and their use shall not in any circumstances render any ‘sale by description’, nor shall they form part of any Contract. All prices quoted are subject to alteration or withdrawal by the Company from time to time without notice. Technical performance is estimated only and the results of any tests which are carried out by the Company prior to delivery shall be final and the Purchaser shall have no claim whatsoever if the technical performance after delivery and/or installation differs from that obtained in tests.
2. DELIVERY.Any time or date quoted by the Company for delivery is given as accurately as possible, but is not guaranteed. The Buyer shall have no right to damages or to cancel the Contract for failure to meet the delivery time stated but where delivery is more than 21 days late, the Buyer shall be entitled to compensation subject to Condition 1.1. In no event shall the Buyer be entitled to make or purport to make time for delivery the essence of this Contract. If delivery or collection of the Goods is delayed as a result of any act or omission of the Purchaser, payment shall nevertheless be due to the Company as if the Goods gad been delivered when ready and the Company shall be entitled to make a reasonable charge for the storage of the Goods until the Purchaser takes delivery of the Goods. If 3 months have elapsed from the date on which the Purchases was notified that the Goods were ready for despatch or collection and the Goods have not been collected or no instructions for their despatch have been given then without prejudice to any other right or remedy the Company might have, the Company shall be entitled to sell or dispose of the Goods whether paid for or not, as it seems fit and to apply the proceeds of such sale or disposal [if any] in reduction of any claim the Company may have against the Purchaser, whether for the price or otherwise and the )Purchaser shall be deemed to have given the Company irrevocable authority to do so.
3. LOSS OR DAMAGE IN TRANSIT.Where the Company is responsible for carriage of the Goods, the Company shall not be liable for any loss of or damage to the Goods whilst in transit unless delivery notes have been signed ‘unexamined’ and written notice of the loss or damage is given to the Company by the Purchaser within 3 days of the date of delivery provided that if the Purchaser proves  that it was not reasonably practicable for him to give such notice to the Company within the above period and  that notice was given within a reasonable time, the Company shall not be entitled to rely on the time limits stipulated by this condition 3.
4. RISK.The risk in the Goods shall remain with the Company until whichever is the earlier of delivery by the Company or collection by the Purchaser or payment for the Goods by the Purchaser at which time the risk in the Goods shall be transferred to the Purchaser.
5. TITLE. Title in the Goods shall only pass to the Purchaser upon payment in full of all sums due to the Company under this Contract and under all contracts between the Company and the Purchaser including any sums due under contracts made after this contract whether or not the same are immediately payable. The Company may recover Goods in respect of which title has not passed to the Buyer on whichever is the earliest of the following dates:-5.21 the expiration of any agreed period of credit in relation to the Goods.5.22 The Buyer doing anything or failing to do anything which would entitle a creditor to appoint a receiver to take possession of any of the Buyers’s assets or which would entitle any person [including the Buyer itself] to present a Petition for winding up the Buyer or to propose an application for an administration of or voluntary arrangement in relation to the Buyer under the insolvency Act 1986 or on a resolution being passed for the winding up of the Buyer [otherwise than for the purposes of amaigamation or reconstruction whilst solvent] or on the Buyer ceasing or threatening to cease to carry on its business by reason of insolvency or approaching insolvency or otherwise5.23 Distress or execution being levied against any of the Buyer’s assets or if a judgement against the Buyer remains unsatisfied for more than 7 days and the Buyer irrevocably licenses the Company, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that Condition 5.3 below s being complied with by the Buyer or for recovering any Goods in respect of which title has no passed to the Buyer Until title to the Goods has passed to the Buyer under these Conditions it shall possess the Goods as fiduciary agent and bailee of the Company if the Company so requires, the Buyer shall store the Goods separately form other goods and shall ensure that they are clearly identifiable as belonging to the Company. During such time as the Buyer possesses the Goods with Company’s consent, the Buyer may in the normal course of its business sell or hire the Goods as principal and without committing the Company to any liability to the person dealing with the Buyer. Notwithstanding that title in the Goods has not passed to the Buyer, the Company shall be entitled to maintain an action for the price of the goods. Each paragraph and sub paragraph of this Condition 5 is separate, severable and distinct.
6. PRICE AND PAYMENT. In the event of any increase in the cost to the Company [or without limitation, overheads, labour, goods, materials, insurance or transport] after the date of quotation, tender of Contract or in the event of any error by the Company in quotation tender or Contract, the Company reserves the right to increase its prices correspondingly. Unless otherwise stated all prices are net and exclusive of VAT and are not subject to any discount or deferment. The Company may deduct from or set off against the price due all sums which the Company may be liable to pay to the Purchaser. The Company may require all payments to be made by direct debit, standing order or any other payment arrangement and it reserves the right to demand security for payment at any time before continuing with or delivering any order. The price of the Goods shall be paid in pounds sterling or at the discretion of the Seller any other currency and payment shall be due on the earlier of delivery of the Goods to the Purchaser, collection by the Purchaser or notification that the Goods are awaiting collection. Time of payment shall be of the essence. Where the Seller quotes the Purchaser in currency other than sterling, and the exchange rate on the date on which payment falls due is different to the exchange rate on the day of quotation or the date of acceptance of the Purchaser’s order [whichever is the earlier], then the Company shall have the right to make such adjustments as it may reasonably require to take account of such differences. In the event of any part of the price remaining unpaid after the due date for payment, the Company may charge interest at the rate of 4% per annum above the base rate of the Bank of England from time to time in force on all outstanding sums from the due date for payment until the date of actual payment, such interest being charged as a separate continuing obligation and not merging with any judgement. Without prejudice to Condition 6.5 where the Purchaser defaults in payment, the Company shall be entitled to suspend any or all further deliveries or production of Goods under the Contract and under any other contract between the Company and the Purchaser. The Purchaser shall pay all the Company’s costs, charges and expenses directly or indirectly incurred in obtaining or otherwise enforcing payment of the same. Credit facilities may be provided on request, and a maximum credit limit will be set by the Company. If the Purchaser is a limited company, its Directors will upon entering into an agreement for the credit facilities [whether only or in writing] accept personal liability on behalf of the Purchaser regarding The Company has the right to invoice the Purchaser by e-mail where the Purchaser has consented to invoices being submitted in this manner. Where invoices are sent out using electronic mail they will be deemed to have been received by the Purchaser on the date when they are sent provided that the electronic mail is transmitted between the hours of 9.00am and 5.00pm on a day between Monday and Friday not being a Bank Holiday [a Business Day]. If the e-mail is sent to the Purchaser outside of these times then the customer will be deemed to have received the invoice on the next Business Day following.
7. PACKING. Goods for the Home Market. Packaging shall be free of charge unless special packaging is required by the Purchaser. Unless otherwise expressly stated, packing cases and materials shall not be returnable Goods for Export Market. Packaging will provided at a charge [unless otherwise expressly agreed by the Company]. Goods shall be suitably packed to withstand what the Company considers to be the conditions of normal shipment. Tropical or other special packing shall only be provided on express written request.
8. CARRIAGE. Goods for the Home Market. Carriage charges will be invoiced to the Purchaser at the Company’s rates prevailing at the time of despatch. Goods for the Export Market. Payment for carriage shall be upon the terms specifically stated in the Contract. If no such term is stated, carriage charges will be invoiced to the Purchaser at the Company’s rates prevailing at the time of despatch.
9. INTELLECTUAL PROPERTY. The Purchaser warrants that any design, drawing, specification or instruction furnished or given to the Company shall not be such as to cause the Company to infringe any Intellectual Property. The Purchaser shall indemnify the Company against all claims, actions and costs made or brought against the Company [whether in the UK or elsewhere] in respect of any infringement or Intellectual Property. All Intellectual Property in all Material and other information supplied by the Company, whether produced by itself or a third party, are supplied on the express understanding that the Purchaser will not, without the prior written consent of the Company, give away, loan exhibit, or sell such Materials or other information or extract from them or make copies of them or use them in any way except in connection with the Goods in respect of which they are issued. The Purchaser shall as soon as it becomes aware immediately give the Company in writing full particulars of any claim being made or action pending, threatened or brought against the Purchaser or the Company in relation to an alleged infringement of Intellectual Property and shall make no comment or admission to any third party in respect thereof. If the Purchaser becomes aware of any use or proposed use by any other person, firm or company of any Intellectual Property described in Condition 9.2 which amounts or might amount either to infringement or to passing of it shall immediately give the Company full particulars of the same in writing. If requested by the Company, the Company shall have conduct of any proceedings or defence relating to any claim under Condition9 in such manner as the Company thinks fit and the purchaser shall provide to the Company such reasonable assistance as the Company may think fit.
10. GUARANTEE10.1Unless otherwise agreed, subject to sub-paragraphs, 10.2 and 10.3, the Goods shall if the Purchaser satisfies the company that they have at all times been installed under competent supervision and used strictly in accordance with any instructions given by the original manufacturer or the Company, be guaranteed against defects in materials and/or workmanship for a period of 6 months from the date of delivery or collection.10.2The Company shall under no circumstances be liable for normal wear and tear and the Company’s obligations under this Guarantee are limited in the Company’s discretion to either the replacement or repair of the goods, or the giving by the Company to the Purchaser of credit to the invoiced value of the Goods.10.3 The Guarantee shall only operate if the Purchaser notifies the Company in writing of the intention to make a claim under the Guarantee within 7 days of any defect in the Goods.
11. LIMITATION OF LIABILITY11.1Nothing in these Conditions or the Contract shall limit ir restrict the Company’s Liability for death or personal injury caused as a result of the Company’s negligence, nor does the Company restrict its liability for fraudulent misreprsentation.11.2Save as the Company has expressly, undertaken in Condition 10, all express and implied warranties or conditions, statutory or otherwise as to the quality or fitness of ,materials, Goods supplied, work or design undertaken or services performed are expressly excluded.11.3Under no circumstances shall the Company be liable for any losses special to the particular circumstances of the Purchaser, indirect or consequential losses or for11.4Without prejudice to the previous provisions of this Condition, the Company’s liability whether in respect of one claim or the aggregate of various claims shall not exceed £5 million.11.5The price of the Goods is based on the assumption that the liability of the Company and the Purchaser are as set out herein. The Purchaser is advised to insure against any risk not accepted by the Company.
12. SAMPLES. Samples which are sent to the Purchaser for inspection are sent solely to enable the Purchaser to judge the quality of the Goods and shall not render any subsequent sale, ‘a sale by sample’. All samples are to remain the Company’s property and shall be returned to the Company on request.
13. SUB-CONTRACTORS. The Company reserves the right at its sole discretion to sub-contract the whole or any part of the work involved in the supply of the goods.
14. ACCESS TO SITE. 14.1 The Purchaser will ensure that at all times the Company has free access to the site where the Goods are to be delivered.14.2 Without prejudice to Condition 8, in the event of the Company being unable to obtain access to the site, or the site not being in a condition in which the Company can deliver the Goods, then the Company shall be entitled to and the Purchaser shall reimburse the company for all of the costs incurred In any abortive visits to the site.14.3 The Contract is made on the strict understanding that provision will be made on site free of charge for use by the Company of all equipment and facilities necessary including lifts and any other services required by the Company to carry out its obligations in accordance with the Conditions Herein.
15. TERMINATION. If the purchaser fails to pay any invoice in accordance with these Conditions, commits any continuing or material breach of these Conditions or if the Purchaser does anything or fails to do anything which would entitle a creditor to appoint a receiver to take possession of any Purchaser’s assets or which would entitle any person [including the Purchaser itself] to present a petition for winding up the Purchaser or to propose an application for an administration of or voluntary arrangement in relation to the Purchaser under the Insolvency Act 1986, or if a resolution is passed for the winding up of the Purchaser [other than for the purposes of amalgamation or reconstruction whilst solvent] or if the Purchaser ceases or threatens to cease its business by reason of insolvency or approaching insolvency or otherwise or if anything analogous to any of the foregoing under the law of any jurisdiction occurs to the Purchaser the price of all Goods invoiced and delivered shall immediately become due and payable and the Company shall be entitled to terminate or suspend forthwith the Contract in whole or in part by giving written notice to the Purchaser, with out prejudice to any other right or remedy available to the Company.
16. CANCELLATION 16.1 The Purchaser is not permitted to cancel this Contract except with the written consent of a Director of the Company.16.2 Where there is an agreed cancellation as permitted by Paragraph 16.1 above, the Purchaser shall pay to the Company a sum to be determined, representing liquidated damages to compensate the Seller against all losses incurred as a result of this cancellation.
17. FORCE MAJEURE.The company shall be under no liability for any failure to perform any of its obligations under these Conditions or the Contract if it is prevented from or hindered in or delayed in manufacturing or delivering by normal route or means, the Goods or any part of the Goods under these conditions by any circumstances beyond its reasonable control including, but not limited to ; act of God, war, riot, civil commotion, government requisitions of any kind, strike, lock-out, labour disputed, fire, flood, explosion, import restrictions, failure by any third party to supply to the Company or breakdown of machinery. During any such period of cancellation the Purchaser shall have the right to purchase elsewhere at its own risk and cost such quantities of the Goods as may be necessary.
18. GENERAL 18.1 Any notice required to be given under this contract shall be in writing and delivered personally or sent by facsimile, or by first class post to the registered office of the other party, if sent by facsimile a copy shall be sent by first class post or delivered personally the same day18,2.Failure by the Company at any time to enforce any breach by the Purchaser of these Conditions shall not be construed as a waiver by the Company of such Conditions or any other conditions and the Company shall be entitled to enforce such breach at any time.18.3 .If any part of or whole provision of these Conditions shall be or become invalid, unenforceable or void, the remainder of the provision is in question and other provisions shall remain valid and enforceable.18.4.A person who is not a party to the Contract shall have no rights pursuant to the Contracts [Right of Third Parties] Act 1999 [the Act] to enforce any term of these Conditions or the Contract. Any right or remedy of a third party which exists or is available apart from the Act is not affected.18.5.The Contract and these Conditions shall be governed and interpreted according to the Laws of England and shall be subject to the jurisdiction of the English Courts.