Terms and Conditions of Sale
- Definitions
1.1 “The Buyer” means the purchaser of the Goods.
1.2 “The Company” means Swash Hygiene Supplies, , of Unit 6p Atlas Business Centre, Oxgate Lane London NW2 7HJ – Registered Address 2nd Floor, Gadd House, Arcadia Ave, London N3 2JU
1.3 “The Conditions” means these terms and conditions of sale.
1.4 “The Goods” means products supplied in the normal course of business by the Company to the Buyer.
- “The Order” means an order for the Goods addressed to the Company in accordance with these Conditions.
1.6 “The Price” means the Order Price for the Goods being either the relevant list price, the contract price or the agreed price confirmed by the Buyer or where an Order is the subject of call off, the price will be the price relating to the Goods at the date of dispatch.
- 2. Entire Agreement
- These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to buy under including any purchase order, confirmation of order or similar document.
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
- Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing signed by an authorised signatory of the Company.
- Price and Payment
3.1 The Price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.
3.2 Payment of the Price and VAT shall become due within 30 days of the date of the Company’s invoice and time for payment is of the essence. .
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of the 5% above base rate of The Royal Bank of Scotland plc with a minimum rate of 8% and shall accrue at such a rate after as well as before any judgement.
3.4 The Company reserves the right to increase the Price by written notice to the Buyer between the order acknowledgement for the Goods and the dispatch date to reflect any increase in the cost to the Company which is due to factors occurring after the Buyer’s order is acknowledged which are beyond the reasonable control of the Company (including without limitation foreign exchange fluctuations taxes and duties and increases in the manufactures costs) provided that the Buyer may within 7 days of receipt of the written notice elect to cancel the order unless it can be supplied at the original price.
3.5 The Company reserves the right to charge a fee for delivery, postage and packaging which will be itemised on the Buyer’s invoice
3.6 Overdue payments shall entitle the Company to:
3.6.1 Terminate the contract, or any other Order with the Buyer, or
3.6.2 Suspend delivery until it receives payment in full.
- Exchange of Goods and Returns
4.1 The Company shall at its discretion consider requests for exchange or return of Goods only within 7 days of the delivery of the Goods.
- Account Facilities
5.1 If the Buyer does not have a credit facility (“Account Facility”) with the Company:
5.1.1 Payment may be made by cash, cheque or credit card; and
5.1.2 The Company reserves the right to require a deposit or payment in full prior to delivery;
5.1.3 Where payment by cheque is tendered, the Company shall not be bound to deliver the Goods until the Company has cleared funds
5.2 If the Buyer has an Account Facility and chooses to make a payment by credit card the Company reserves the right to levy an administration charge.
5.3 Account Facilities are set up solely at the Company’s discretion on receipt of trade and credit references.
5.4 The Company reserves the right to refuse or withdraw Account Facilities without reason at any time.
- Delivery
6.1 Unless notified otherwise by the Buyer the Goods will be delivered by the Company to the Buyer’s premises or its nominated address; and risk shall pass to the Buyer on delivery.
6.2 The Buyer may elect to collect the Goods from the Company premises or arrange for its own carrier to collect the Goods from the Company premises and risk shall pass to the Buyer on such collection from the Company’s premises.
6.3 Where a Buyer requires urgent delivery of Goods forming an Order or part of an Order then the Company reserves the right to make a reasonable delivery charge for such delivery.
6.4 The Company may elect to deliver the Goods comprising the Order by separate instalments.
6.5 The Company at its discretion may grant to the Buyer standing orders and call off facilities.
6.6 The Company shall endeavor to deliver the Goods to the timescale(s) set out in the Order but those dates are not intended to be binding upon the Company unless the Order specifically states in writing that time is of the essence.
6.7 The Buyer agrees to inspect the Goods on delivery and to notify the Company in writing within 2 working days of delivery of any shortfall in delivery or incorrect or damaged Goods.
6.8 The Buyer agrees to make available for collection by the Company from the Buyer’s premises all pallets, cages and other reusable packaging belonging to the Company (“ the Containers”) within 5 working days of delivery of the Goods and once the goods are unloaded not to use such Containers for the Buyer’s own use.
6.9 The Buyer agrees to reimburse the Company for the cost of repair or replacement of any lost or damaged Containers where the Buyer or its carrier is at fault.
- Limitation of Liability
7.1 All terms conditions and warranties (whether implied or made expressly) whether by the Company or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Company catalogue) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
7.2 The Buyer shall inspect the Goods on delivery and within 2 working days notify the Company of any alleged defect, damage or failure to comply with description or sample and shall afford the Company the opportunity to inspect any Goods the subject of such notification If the Buyer fails to comply with these provisions then the Goods shall be conclusively presumed to be in accordance with the Order and free from any defect or damage that would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
7.3 If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Company making good any shortage or replacing such Good’s or if the Company elects by refunding a proportionate part of the Price.
7.4 The Company shall be under no liability whatsoever to the Buyer for any loss of profit, loss of use, loss of revenue, or any indirect or consequential loss suffered by the Buyer arising out of a breach by the Company of these Conditions provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Company.
- Given the specialised medical uses of the Goods the Company shall be under no liability to the Buyer in respect of the particular suitability of any of the Goods for any medical use
7.6 From time to time the Company may provide the Buyer with promotional material produced by manufacturers of the Goods and makes no warranty as to the accuracy of such material.
7.7 To the extent permitted by law, the Company’s total liability in contract tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Order, shall be limited to the Price for the Order.
- 8. Cancellation
8.1 The Buyer may only cancel an Order at the Company’s sole discretion.
8.2 The Company reserves the right, in its discretion, to charge the Buyer an appropriate handling fee of no less than 12.5% of the aggregate Price.
- Retention of Title
9.1 Property in the Goods shall pass when:
9.1.1 The Buyer has paid the Price and VAT in full; and
9.1.2 No other sums whatever are due to the Company.
9.2 Until property in the Goods passes to the Buyer in accordance with Clause 8.1 the Buyer shall:
9.2.1 Hold the Goods and each of them on a fiduciary basis as bailee for the Company;
9.2.2 Store the Goods (at no cost to the Company) separately from all other goods in its possession;
9.2.3 Clearly identify them as the Company’s property;
9.2.4 Upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company and if the Buyer fails to do so the Company may enter upon the Buyer’s premises and repossess the Goods;
9.2.5 Insure and keep insured the Goods to the Price against ‘all risks’ to the reasonable satisfaction of the Company; and
9.2.6 Whenever requested to by the Company, to produce a copy of such insurance policy.
9.3 Notwithstanding that property in any of the Goods has not passed from the Company, the Company shall be entitled to recover the Price and VAT.
- Licences and Certificates
10.1 By making an Order the Buyer warrants that it is in possession of all current licences or certificates or any other requisite documentation to receive and deal in the Goods.
- Notices
11.1 Any Notices pursuant to the Conditions shall be sent to the Company at 1st Floor 233 Regents Park Road, Finchley London N3 3PQ, or the Buyer at the address notified to the Company from time to time.
- 12. Assignment
12.1 The Company may licence or sub-contract all or any part of its rights and obligations under these Conditions without the Buyer’s consent.
- Force Majeure
13.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
- Jurisdiction
14.1 The validity, construction and performance of these Conditions shall be governed by English Law.
14.2 All disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales