Terms and conditions of sale

  1. Definitions
    1. Buyer: the person who buys or agrees to buy the goods from the Seller.
    2. Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
    3. Goods: the articles which the Buyer agrees to buy from the Seller.
    4. Price: the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
    5. Seller: means Solas Marine Limited of Southampton, United Kingdom.
  2. Conditions
    1. These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer's standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
    2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
    3. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.
    4. These Conditions may not be varied except by the written agreement of a director of the Seller.
    5. These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
  3. Price
    1. The Price shall be the price quoted on the Seller's confirmation of order.
    2. Unless otherwise stated all prices quoted are net ex works exclusive of VAT and are in sterling.
    3. Any applicable value added tax or any other sales tax or excise duties paid or payable by the Seller shall be added to the price and shall be payable by the Buyer.
    4. The Company reserves the right at any time prior to delivery of the goods to adjust the price to take account of any increase in the cost of parts, services or any currency fluctuations affecting the cost of imported materials and products.
  4. Payment and Interest
    1. Unless credit facilities have been granted to the Buyer or unless otherwise specifically provided in writing, the price for the goods shall be paid by the Buyer prior to dispatch.
    2. Where credit facilities have been granted to the Buyer payment of the Price and VAT shall be due within 30 days of the date of the Seller's invoice.
    3. Where there is a term of contract that payment of any of the Seller's invoices is dependant upon the issues of the certificate of a third party, the due date for payment of the invoice is not later than 14 days after the issue of the relevant certificate.
    4. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at whichever shall be the greater: the statutory interest payable under the Late Payment of Commercial Debts (Interest) Act 1998 or the rate of 4% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
    5. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel any Contract or suspend any further deliveries to the Buyer.
    6. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
    7. In the event of legal action being taken by the Seller against the Buyer for breach of payment obligations hereunder, the Buyer shall be responsible for all costs and disbursements incurred by the Seller on a full indemnity basis.
  5. Credit Agreements
    1. Where the Sellers has granted the Buyer a credit facility, the price of goods and/or service shall be paid by the Buyer as per the payment terms specified on the invoice or, if the Seller shall so require under Clause 5.2, to be paid on demand without any period of notice.
    2. The Seller reserves the right to withdraw or vary credit facilities at any time to the Buyer without either giving any reason for doing so, or thereby incurring any liability to the Buyer.
    3. If the Buyer takes goods from the Seller in excess of the Buyer's credit limit, the Seller may require payment on delivery for such excess of goods.
  6. Goods
    1. The quantity and description of the Goods shall be as set out in the Seller's confirmation of order.
  7. Conditions and Warranties
    1. The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order.
    2. Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
    3. Whilst all description and illustrations of the goods in (interalia) catalogues, brochures, web sites and price lists provided by the Seller have been carefully prepared, they are intended nevertheless for general guidance only and do not form part of any contract for sale of goods and no responsibility is accepted for any errors or omissions therein or for any loss or damage resulting from reliance on such descriptions and illustrations.
    4. The seller shall not be liable for the normal manufacturing defects nor any customary variations from quantities or specifications.
    5. When the Seller agrees to provide a specially designed items, the Buyer agrees that he is obliged to check the accuracy and suitability of the proposal and that the Seller shall not be liable for any omissions or inaccuracies in the measurements given.
    6. If the Buyer claims or detects a defect in the goods, the Buyer will seek prior approval and return those goods to the Seller or, if the goods are retained by the Buyer, indemnify and keep the Seller indemnified against all liability and claims which may arise out of or incidental to the defect.
    7. The Seller has undertaken no responsibility for learning about the end purpose or use for which the goods are to be used, and the Buyer shall undertake to conduct whatever tests or examinations are necessary to confirm that goods are suitable for such end use.
    8. The Buyer shall not be entitled to accept part only of the goods.
  8. Delivery of the Goods
    1. Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
    2. The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
    3. The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
    4. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
    5. Where any goods are to be delivered in installments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the installments in accordance with these conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the contract as a whole as repudiated.
    6. Where goods are sold "ex-factory" the Buyer shall collect the goods at the Sellers premises within seven days of the Seller's notifying the buyers that the goods are ready for collection.
    7. If the Buyer fails to collect the goods within seven days of notification that they are ready for collection, then, without prejudice to any other right or remedy available to the Seller, the Seller may:

      a) Store the goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage; or

      b) Sell the goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price.

  9. Acceptance of the Goods
    1. The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
    2. The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
    3. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
    4. In all cases where defects or shortages are complained of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Company before any use is made thereof or any alteration or modification is made thereto by the Buyer.
    5. The Company at the option of the Company shall either make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonably able to do so, or shall credit any such shortage or damaged goods but otherwise shall be under no liability whatsoever or howsoever arising for such shortage or damage.
  10. Title and Risk
    1. Risk of damage to or loss of the goods shall pass on delivery of the Goods to the Buyer's address.
    2. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
    3. Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
    4. The Seller may at any time before title passes and without any liability to the Buyer:

      a) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer's right to use, sell or otherwise deal in them; and

      b) for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

    5. The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
    6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
  11. Liability
    1. The Seller shall not in any circumstances be liable, whether in contract or tort, to the Buyer for any indirect or consequential loss or damage (including without limitation, loss of profits, loss of contracts or damage to property) or for any claim against the Buyer by any third party.
    2. The Seller's liability for damage or non-delivery of goods duly notified in accordance with the above shall in any event be limited to replacement of the goods within a reasonable time (or, at the Seller's option, refunding the price thereof) whether the damage or non-delivery is due to the Seller's negligence or otherwise.
    3. The Buyer agrees to reimburse the Seller, and hold Seller harmless against liability for all expenses, including legal fees, incurred by the Seller that may arise in connection with Seller's enforcement of its rights under this contract.
    4. The Seller has undertaken no responsibility for learning about the end purpose for which the goods are to be used, and Buyer shall undertake to conduct whatever tests or examinations are necessary to confirm that goods are suitable for such end use.
  12. Customer Cancellation of Orders
    1. Contracts and orders and parts thereof may be cancelled only by the Seller's written acceptance of such cancellation. Where the Seller accepts such cancellation, the Seller reserves the right to charge the Buyer with the amount of any losses or expenses directly or indirectly resulting from such cancellation. Where the Seller does not accept such cancellation, the Seller, reserves the right to recover the invoice price from the Buyer and to charge the Buyer with additional losses both direct and indirect resulting from such cancellation. In any case where the Seller were required to place a deposit with a manufacturer or supplier in respect of an order, the Seller may require the Buyer to reimburse such sum in the event of cancellation.
  13. Customers Returning Goods
    1. The seller will only accept goods being returned by customers if prior consent has been given by the seller. In the event of wishing to return goods customers must contact the seller to obtain a 'goods return note number' that must then be attached in an appropriate manner to the goods. The seller reserves the right to refuse to accept goods being returned by a buyer. In cases where the seller does agree to accept a return the seller reserves the right to charge a handling fee not exceeding 25% based on the invoice price of the goods.
    2. Excluding circumstances where goods are being returned for the reason of damage or are subject to warrantee claim, goods being returned to the seller must arrive in a condition that allows them to be re-sold. In the event that returned goods are not in good condition the seller reserves the right to withdraw any agreement for credit with the buyer or to charge a handling fee.
    3. Orders for any goods customised or specially made or adapted for the buyer cannot be returned.
  14. Force Majeure
    1. The seller shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company's control.
    2. Should the seller be prevented from delivering in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable after discovering it.
    3. If the circumstances preventing delivery are still continuing three months after the Buyer receives the Company's notice, then either party may give written notice to the other cancelling the contract.
    4. If the Contract is cancelled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled to claim from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.
  15. Insolvency or Other Default
    1. The Seller shall have the right to terminate the contract forthwith where the buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the Seller shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable.
  16. Law Applicable and Jurisdiction
    1. These conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.
  17. General
    1. No provision hereof shall be deemed waived and no breach or default excused unless such waiver or excuse is in writing signed by an authorised officer of the party making the writing.
    2. If any provision or part of a provision of this Agreement shall be, or found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
    3. The headings in this document are inserted for convenience only and shall not constitute a part of or are referred to in its interpretation.