General Terms and Conditions of Sale
Application
1. These General Terms and Conditions of Sale apply to all contracts of sale of goods between Stage One Solutions and the customer. No departure from these General Terms and Conditions shall be binding unless agreed in writing between the parties.
2. Stage One Solutions shall be entitled to alter these General Terms and Conditions at 30 calendar days’ written notice with effect for all orders which Stage One Solutions confirms in writing after the expiration of the notice period.
3. Any terms and conditions contained in or delivered with the customer’s order to other document, which Stage One Solutions receives from the customer, shall not apply, and the customer waives any right, which he otherwise might have to rely on such terms and conditions.
Quotations, Orders and Order Confirmations.
4. Quotations issued by Stage One Solutions are open for acceptance for 15 business days from the date of the quotation unless otherwise stated in the quotation.
5. Orders issued by the customer shall bind Stage One Solutions only when confirmed in writing by Stage One Solutions.
6. If the conditions relating to delivery time, quantity, price, payment terms, delivery clause, delivery by instalments or other matters stated in Stage One Solutions’s order confirmation vary from the customer’s order or acceptance of quotation and the customer does not wish to accept the variations, he must notify Stage One Solutions to that effect in writing within 5 business days after the date of the order confirmation, failing which the customer shall be deemed to have accepted the terms and conditions set out in the order confirmation, which shall constitute a binding commitment between the parties.
Delivery, Transfer of Risks
7. The agreed delivery clause shall be construed pursuant to the Incoterms in force at the time when Stage One Solutions issues the order confirmation. Where no delivery clause has been agreed, delivery shall be deemed to have occurred ex works The Racecourse, Hey Lane, Wirksworth, Matlock, Derbyshire, DE4 4AF.
8. Where it has been agreed that Stage One Solutions is to arrange for transportation, Stage One Solutions shall be free to select the carrier and mode of transport. Unless otherwise provided in the agreed delivery clause, transportation of goods shall be at the customer’s expense and risk, and the customer shall be responsible for insuring the goods during transport at this own expense.
9. The customer must examine all goods delivered for the purpose of ascertaining whether they are in conformity with the contract of sale. The customer shall be deemed to have accepted the goods in respect of such lacks of conformity, which he discovered or ought to have discovered during such examination, if he has not notified Stage One Solutions to the contrary in writing within 5 business days after the goods arrived at their destination.
10. When the goods arrive at their destination, the customer must sign the accompanying delivery note. If any goods are visibly damaged or not delivered, the customer must give details thereof on the delivery note and must inform Stage One Solutions thereof in writing immediately.
Delivery Delay
11. If Stage One Solutions should not be able to delivery by the agreed delivery time, Stage One Solutions shall, as soon as possible, notify the customer to that effect and at the same time state when delivery is expected to take place. If delivery is expected to take place more than, or has not taken place within, 10 business days after the agreed delivery time, and the delay is caused by circumstances for which Stage One Solutions is responsible, the customer shall be entitled to reject the goods by notifying Stage One Solutions to that effect in writing within 5 business days after receipt of Stage One Solutions’s notification or the expiration of the 10 business days, whichever is the shorter, failing which the customer shall be deemed to have waived his right to reject the goods. Where there is a contract for the sale of goods to be delivered by instalments, delay in delivery with one instalment shall not entitle the customer to reject one or more of the other instalments whether they were already delivered or not.
12. Except in the case of gross negligence on the part of Stage One Solutions, the customer shall have no other remedies in connection with delivery delays than the right to reject goods pursuant to Clause 11.
Warranty
13. Stage One Solutions warrants all goods delivered to be free from material defects in design, material and workmanship under normal use. The warranty period, which is calculated from the date of delivery, is as follows:
a. New Goods: 12 months
b. Spare Parts: 6 months
c. Warranty repairs: The remainder of the warranty period or 6 months, whichever is the longer.
d. Consumables: No warranty
e. Repaired second-hand goods: 3 months
f. Un-repaired second-hand goods: No warranty
14. Stage One Solutions will remedy all defects covered by the warranty by repairing or replacing the defective goods or parts thereof at Stage One Solutions’s sole discretion. If the customer can be reasonably expected to be able to repair the defective goods, using if necessary the advice of Stage One Solutions’s technical department, Stage One Solutions may fulfil its warranty obligations by sending the necessary replacement parts to the customer free of charge. If the customer cannot be reasonably expected to be able to do the repair, the customer shall return the defective goods or parts thereof to Stage One Solutions and Stage One Solutions shall repair the goods or parts or replace them at its own expense and risk. Stage One Solutions shall arrange for transportation of the return goods, and the transportation shall be at Stage One Solutions’s expense and risk.
15. All defects covered by the warranty must be notified to Stage One Solutions’s technical department by facsimile or email immediately after the defects were discovered, failing which the customer shall be deemed to have waived his right to rely on the warranty.
16. The warranty does not cover defects due to normal wear and tear and external causes such as accident, abuse, misuse, modifications, or results of Acts of God such as lightening strikes, earthquakes, flood, terror and other circumstances outside the reasonable control of Stage One Solutions.
17. Except in the case of gross negligence on the part of Stage One Solutions, the customer shall have no other remedies in connection with defective goods than the warranty rights pursuant to Clauses 13-16.
Return of Goods
18. Goods may not be returned to Stage One Solutions unless the return is warranted by Clauses 13-17 of these General Terms and Conditions or Stage One Solutions has authorised the return.
19. Where the customer is entitled to return goods, he may do so only after Stage One Solutions has issued a return order for the goods, which states the reason for the return, quantity of goods, product numbers, serial numbers, customer name and invoice number. Subject to Clause 14, all return goods are returned to Stage One Solutions at the risk and expense of the customer. In order to be accepted the return, return goods must be properly packaged, if possible in the original packaging, and must be in the same condition as they were on delivery. All returns, which are not warranted by Clauses13-17 of these General Terms and Conditions, are subject to at handling fee of 20% of the net invoice price of the goods.
Price
20. Unless otherwise stated in Stage One Solutions’s order confirmation, all prices exclude VAT. The rate of VAT will be that applying at the time of invoicing.
Payment, Payment Delay
21. The agreed purchase price shall be payable pursuant to the agreed payment terms. Where no payment terms have been agreed, delivery shall take place against simultaneous cash payment of the purchase price.
22. Stage One Solutions does not commit itself to send statements of account.
23. In the event that the customer should remain in arrears with payments to Stage One Solutions under a contract of sale for 10 business days or more, Stage One Solutions shall be entitled to:
a. Terminate the contract of sale and/or any contracts of sale for future delivery.
b. Suspend delivery of the contract of sale and/or any contracts of sale for future delivery.
c. Demand cash payment irrespective of whether a period of credit had been agreed, also in respect of any contracts of sale for future delivery.
d. Keep any customer property in Stage One Solutions’s possession as a lien, and/or
e. Claim interest at the rate of 5% per month or any part thereof, as from the due date and until payment is made.
Stage One Solutions shall inform the customer of its decision to assert any of the above rights in writing, but shall not be required to give any notice.
24. Stage One Solutions may reduce or withdraw any agreed credit facility at any time for any reason in writing without notice.
Retention of Title
25. Notwithstanding delivery and the passing of risk in the goods, the subject of these General Terms and Conditions, the property in the said goods shall not pass to the customer until Stage One Solutions has received in cash or cleared funds payment in full of the price of the said goods and all other goods agreed to be sold by Stage One to the customer for which payment is then due.
26. Until such time as the property in the said goods passes to the customer, the customer shall hold the said goods as Stage One Solutions’s fiduciary agent and bailee and shall keep the said goods separate from those of the customer and third parties and properly stored, protected and insured and identified as Stage One Solutions’s property, but the customer may sell or use the goods in the ordinary course of its business.
27. Until such time as the property in the said goods passes to the customer (and provided the goods are still in existence and have not been resold) Stage One Solutions may at any time require the customer to deliver up the said goods to Stage One Solutions and if the customer fails to do so forthwith enter on any premises of the customer or any third party where the said goods are stored and re-possess the said goods, the subject of these General Terms and Conditions.
28. The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the said goods, the subject of thee General Terms and Conditions, which remain the property of Stage One Solutions, but if the customer does so, all monies owing by the customer to Stage One Solutions shall (without limiting any other rights or remedy of Stage One Solutions) forthwith become due and payable.
Intellectual Property Rights Infringements
29. In the event that a product or any party thereof is held by a competent court to infringe a third party’s patent, utility model, registered design or other intellectual property right Stage One Solutions shall in its sole discretion a. procure for the customer and its customers the right to continue to use the product; b. replace the product with a non-infringing product; c. modify the product, or, where modification does not require any special knowledge, provide the customer with parts enabling it to modify the product at its own expense, to avoid infringement, or d. recall the product. If Stage One Solutions decides to recall the product, Stage One Solutions shall, if the product was delivered to the customer within the immediately preceding three year period, refund the purchase price of the product to the customer less reasonable depreciations due to age, use and general condition. If the product was delivered to the customer before the immediately preceding three year period, Stage One Solutions shall not be obligated to make any refund.
30. The above constitutes Stage One Solutions’s maximum liability in respect of intellectual property right infringements, and the customer shall limit its liability towards its customers accordingly.
Product Liability
31. Stage One Solutions shall be liable for personnel or bodily injury or damage to tangible or real property caused by a defective product in accordance with applicable law. Subject to any mandatory provisions of any applicable laws, Stage One Solutions’s liability for damage to tangible or real property shall be limited to GBP 5,000 including interest and costs each occurrence. In the event that Stage One Solutions is held liable for damage to a third party’s tangible or real property caused by a product which was supplied by the customer, the customer shall indemnify Stage One Solutions for any costs and expense incurred by Stage One over and above the aforementioned limitation of liability. The customer shall promptly notify Stage One Solutions in writing of any and all claim made against it or any of its customers in respect of any injury or damage allegedly caused by a product supplied by the customer.
Limitation of Liability
32. Except in the case of gross negligence, neither party shall be liable in tort, contract or otherwise (including negligence) to compensate the other party for any business interruption, loss of (anticipated) profits, revenue, business, contracts or (anticipated) savings, any other special, indirect or consequential loss, any ’punitive damages’ or any other damages of a similar nature.
Force Majeure
33. Without limiting any other provisions hereof, neither party shall be liable to the other for a failure to perform any of its obligations hereunder or under a contract of sale arising from causes beyond the reasonable control of a party, including, but not limited to, Acts of God, severe weather, floods, fire, earthquakes, explosions, accidents, strikes, lockouts or other labour disputes, embargoes, war, riot, terror, inability for any reason to obtain materials or services from sub-suppliers or to obtain freight space, delay in delivery or non-delivery for any reason by sub-suppliers, delay for any reason of carriers or other transportation difficulties, unsafe or unlawful products, governmental rules or laws, including without limitation the acts of any custom or import or export authority or restrictions in the use of energy. The time of performance by either party shall be extended by a period equal to the time lost by reason of such force majeure. The party claiming force majeure shall advise the other party immediately and such event occurs and shall indicate the causes and expected duration of the delay. In the event that a delay lasts or is expected to last for one hundred and twenty consecutive calendar days or more, either party shall be entitled to terminate the contract of sale at thirty days written notice to the other party. The other party shall not be entitled to recover damages or other compensation due to such termination.
General
34. These General Terms and Conditions and all contracts of sale made between the parties under these General Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, and the parties herby submit themselves to the exclusive jurisdiction of and venue in the courts of England and Wales.
35. Any required or permitted notices hereunder must be given in writing at the registered address of each party, or to such other address as either party may notify to the other party by written notice in the manner contemplated herein, by one of the following methods: hand delivery, registered mail, or facsimile. Notices will be deemed given on the date received.