Spinlock Terms and Conditions
SPINLOCK LIMITED TERMS AND CONDITIONS OF SALE AND RETURNS POLICY
1.1 In these terms and conditions, the following words shall have the following meanings.-
the “Company" shall mean Spinlock Limited. The “Goods" shall mean the products articles or things which the Company supplies or sells to the Buyer, and as more particularly set out in an order from the Buyer. The “Buyer” means the purchaser of any Goods.
1.2 A reference to a ‘clause’ is a reference to a clause in these conditions.
2. MAKING THE CONTRACT
2.1 Any order confirmation/quotation, which comprises an invitation to treat, is open for a period of 60 days only from the date thereof, provided that the Company has not previously withdrawn it. Any order issued by the Buyer is subject to acceptance by the Company and a contract will only be formed when the Company has accepted the Buyer's offer to buy in writing. Any offer made by the Buyer orally must be confirmed in writing by the Buyer.
2.2 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 or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.3 All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.
2.4 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.5 Any variation to these conditions (including any special terms and conditions agreed between parties) shall be inapplicable unless agreed in writing by the Company.
2.6 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Company any necessary information relating to the goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
2.7 The quantity, quality and description of and any specifications for the goods shall be those set out in the Company's order confirmation/quotation if accepted by the Buyer or the Buyer's order if accepted by the Company.
2.8 These terms and conditions exclude any other terms and conditions inconsistent therewith which a Buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.
3.1 No cancellation of order by the Buyer is permitted within three days of shipment date except where expressly agreed by the Company in writing.
3.2 In the event of any cancellation accepted by the Company the Buyer shall indemnify the Company in full against all loss (including loss of profit) costs, damages, charges and expenses incurred by the Company as a result of cancellation.
4.1 All prices quoted are those ruling at the date of delivery.
4.2 Unless otherwise stated all prices quoted are net ex works exclusive of VAT.
4.3 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 raw materials, labour or services or any currency fluctuations affecting the cost of imported materials.
4.4 Order levels failing to reach the minimum order quantities will incur a surcharge of 10% per line item.
4.5 Under no circumstances shall the Buyer release information about the pricing or about its dealings with the Company to another party.
5. TERMS OF PAYMENT
5.1 All sums become due and payable under these terms and conditions not later than:
5.1.1 the date of the order (and full payment must be received before shipment is made unless otherwise agreed in writing between the Company and the Buyer); or
5.1.2 in the event that the Company has allowed the Buyer to make payment on a deferred basis, not later than the date agreed in writing between the Company and the Buyer,
Orders will not be built or, where custom items required, parts ordered until payment has been received in full. Any bank charges should be paid by the Buyer.
5.2 Time for payment shall be of the essence.
5.3 The Company reserves the right to charge interest at fifteen per centum over Bank of England base rate per month on all overdue accounts (i.e. if £100 became due on last day of the month, interest would become chargeable on the 1st day of the following month at £0.042 per day until payment is received in full for overdue outstanding amounts (based on Base rate of 0.5%)), such interest being deemed to accrue on a day to day basis from the date for payment under clause 5.1. An administration fee of £35.00 per invoice will be charged for each interest invoice raised. Interest invoices are due for immediate payment.
5.4 The Buyer shall have no right of set off, statutory or otherwise.
5.5 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any Order.
5.6 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. In addition to the Company’s right to cancel or suspend deliveries under this clause 5.6, and where clause 5.1.2 applies to the Buyer, the Company (without prejudice to any other right or remedy available to the Company) shall, at its sole discretion, immediately following the Buyer failing to make payment when due, be entitled to withdraw any terms of credit previously offered to the Buyer.
5.7 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
5.8 The Buyer shall be responsible for any bank charges incurred if payment is made by bank transfer to the Company’s bank account.
6. YOUR WARRANTY
You, the Buyer, warrant that all details provided on the order form for the purpose of purchasing the Goods are correct, that there are sufficient funds and/or sufficient unused limit available to you, the Buyer, to cover the cost of the Goods. If you, the Buyer, are using a credit card, for the purpose of purchasing the Goods, that the credit card is in the account of the Buyer.
7. RETURNS OF NON-FAULTY GOODS AND CANCELLATIONS
7.1 If the Buyer is not happy with the Goods for any reason, within the period stated below the Buyer can return it to the Company and the Company will refund the Buyer with the amount it paid for such Goods.
7.2 All the Company asks is that the Buyer informs the Company in writing within 7 working days of receipt of goods by the Buyer that it wishes to return the Goods and that it then posts and returns the Goods within 14 working days from the day after receipt. The Buyer may notify the Company in writing by sending an email to firstname.lastname@example.org or a letter to 41 Birmingham Road Cowes Isle of Wight PO31 7BH UK. The Company will send the Buyer a return code and return address label. The Buyer should write the return code on the outside of the packaging and then return the Goods to the Company at the Buyer’s expense in unused condition and in the original undamaged packaging (or packaging of the same quality) for a full refund of the purchase price and (as may be applicable) shipping/ postage and packing costs which the Company charged the Buyer. The Company recommends that the Buyer uses an insured delivery service for returning Goods to the Company.
7.3 Returns must be made within 14 working days of delivery.
7.4 The Buyer should allow up to 30 days from receipt by the Company of the returned Goods for the Buyer’s refund to be processed. The Company will normally refund the Buyer using the same payment method that it used to purchase the Goods.
7.5 This clause does not affect the Buyer’s statutory rights.
7.6 Spinlock reserves the right to apply a 15% handling charge to all returned Goods or exchanges of Goods save where the buyer made a valid claim under clause 11 or statute.
7.7 Goods manufactured to customers specification (custom goods, custom K-code and any other variation of standard product) cannot be exchanged or returned for credit.
7.8 All inflatable products returned will incur a charge for servicing by the Company at our current standard servicing charge plus any parts which require replacement.
7.8.1 If the Consumer Protection (Distant Selling) Regulations 2000 (or any statutory modification or reinactment for the time being in force) apply to the contract between the Company and the Buyer, the Buyer is entitled to cancel the contract with the Company within 7 working days of receipt of the Goods. If the Buyer does cancel the contract, then it must notify the Company in writing by sending an email to email@example.com or a letter to 41 Birmingham Road Cowes Isle of Wight PO31 7BH UK.
7.8.2 The Buyer must return the Goods to the Company in accordance with the procedure set out in clause 7.1 to 7.4 above.
7.9 All credit notes issued by the Company are only valid for the purchase or part purchase of merchandise from the Company. Credit notes are not exchangeable for cash or any other form of credit. This clause does not affect the Buyer’s statutory rights. Credit notes are valid for a period of 12 months from date of issue unless otherwise agreed and noted on the credit note document.
8.1 All items quoted for delivery shall be delivered to the Buyer's address appearing in the order confirmation agreed in writing and the risk in the goods shall pass to the Buyer upon such delivery taking place.
8.2 Time of delivery is not of the essence. Where urgent orders are shipped within three working days of receipt of order an express charge of 10% order value will be added to the invoice as a contribution to works order re-scheduling costs.
8.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
8.4 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
8.5 Where any Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver anyone or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of anyone or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
8.6 Deviations in quantity of the Goods delivered (representing not more than 25 per cent by value) from that stated in these terms and conditions shall not give the Buyer any right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the Goods delivered.
8.7 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at or by the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Company's fault) then without prejudice to any other right or remedy available to the Company the Company may;
8.7.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
8.7.2sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer any excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
9.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
9.2 Not withstanding risk in the Goods passing in accordance with clause 9.1 title in the Goods shall not pass to Buyer until provisions of clause 8 have been satisfied.
10. RETENTION OF TITLE PROVISION
10.1 In spite of delivery having been made property title in the Goods shall not pass from the Company until:
10.1.1 the Buyer shall have paid the price plus VAT in full (where applicable); and
10.1.2 no other sums whatever shall be due from the Buyer to the Company.
10.2 Until property in the Goods passes to the Buyer in accordance with clause 10.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.
10.3 Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
10.4 The Company shall be entitled to recover the price (plus VAT where applicable) notwithstanding that property in any of the Goods has not passed from the Company
10.5 Until such time as property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon the premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 10.4 shall cease.
10.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods, which are the property of the Company. Without prejudice to the other rights of the Company, if the Buyer does so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
10.7 The Buyer shall insure and keep insured the Goods to the full price against 'all risks' to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
10.8 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 2006 Part 25 as amended. Without prejudice to the other rights of the Company, if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
11. INSPECTION/FAULTY GOODS
11.1 The Company employs professional carriers. Nevertheless, the Buyer must examine Goods on arrival and the Buyer must indicate on the professional carrier’s delivery note (when signing to accept delivery of the Goods) if the external packaging is, or appears to be, damaged. The Company will refund the full purchase price including (as may be applicable) shipping/ postage and packing of any Goods which are delivered in a damaged or faulty condition or which develops a fault within 3 months from delivery (other than due to normal wear and tear, failure to follow instructions or misuse).
11.2 Alternatively, at the Buyer’s option, the Company will replace the item with the same or a similar product (subject to stock availability).
11.3 If a product is damaged or faulty, please notify the Company in writing (by email or post) as soon as possible but in any event within 14 working days of receipt of the Goods or of the fault developing (whichever is the later) , and the Company will arrange a refund or replacement as the Buyer requests.
11.4 The Buyer must return the Goods to the Company in accordance with the procedure set out in clause 7.1 to 7.4 above (although the Company may wish to arrange for the collection of the Goods at its cost and will inform the Buyer accordingly when it notifies the Company that it wishes to return the Goods due to them being damaged or faulty).
11.5 Sometimes the product specifications from the manufacturer may change, in which case, if the Buyer requests a replacement, the Company will do its best to offer the Buyer a substitute of the same or better quality at the same price. If the Buyer is not happy with the replacement, it can return it in accordance with the Company’s returns policy as outlined above under clause 7.
11.6 Please allow 30 days from receipt by the Company of the returned item for the Buyer’s refund to be processed or any replacement item despatched.
11.7 The Company reserves the right to refuse to issue a refund/replacement item and to recover the cost of the returns delivery from the Buyer in the event that the item is found to have suffered damage after delivery to the Buyer or has been misused or used other than in accordance with the instructions or if the problem is due to normal wear and tear.
11.8 This clause does not affect the Buyer’s statutory rights.
12.1 The Company warrants to the Buyer that the goods are to be free of defects in materials and workmanship for the Warranty Period (as defined below), subject to the remaining provisions of this clause 12 and to the other provisions of these conditions (including but not limited to the limitation and exclusion of liability provisions in clause 13 below). In the case of such a defect, the Company will either repair or replace the Goods concerned but such obligation to repair or replace is the limit of the Company’s liability under this warranty.
12.2 The Warranty Period will be 5 years from date of purchase in respect of hardware and 2 years from date of purchase of deckware, in the case of the ‘Deckvest’ product the 2 year period can be extended to 5 years by the Buyer registering the purchase of the ‘Deckvest ‘product on the Company’s website within 30 days of purchase. These warranty periods are reduced to 1 year from date of purchase for any Goods used (i) in professional or semi-professional racing, (ii) for military purposes (iii) Commercial/Industrial or (iv) outside of leisure sailing. For the avoidance of doubt, ‘Leisure Sailing’ is where the customer exclusively uses their boat or watercraft purely for pleasure and as a hobby, ‘Commercial/Industrial’ operates a business that offers services or products to users and ‘Professional Marine’ uses their boat or watercraft as a business, employs paid crew, spends most of the year under sail or power, enters multiple regattas with a paid or professional crew, offers passages or holidays to paying guests.
12.3 Determination of the suitability or fitness of the Goods for the purpose contemplated by the Buyer in purchasing the goods remains the Buyer’s sole responsibility and the Company does not give any warranty in connection with such suitability or fitness.
The Company shall not have liability under the warranty in this clause 12 for wear and tear, corrosion or ultra violet degradation or if the Goods:
12.3.1 are used for any application for which they were not designed;
12.3.2 are defective as a result of the Buyer failing to follow the Company’s oral or written instructions as to the installation, storage, commissioning and use of the Goods;
12.3.3 are incorrectly maintained or not maintained at all;
12.3.4 are used in conditions that exceed the performance specification stated by the Company for those Goods;
12.3.5 are damaged as a result of wilful damage, by accident, by negligence by you or a third party or due to use in abnormal conditions;
12.3.6 are altered or modified in any way;
12.3.7 are serviced by anyone other than an authorised representative of the Company (unless such service meets the Company’s stated guidelines and standards for service of the Goods concerned)
12.4 Any Goods subject to a warranty claim must be returned to the Company for inspection unless we notify you to the contrary in writing.
12.5 The Company are not liable for any shipping or installation labour charge associated with any warranty claim.
12.6 The warranty in this clause 12 does not affect the Buyer’s statutory rights as a consumer.
12.7 The Buyer should note that certain environmental elements such as salt, sand, moisture and chemicals may considerably accelerate wear of certain of the Goods. In exceptional circumstances, wear or damage could occur on the first use of the Goods which would reduce the lifetime of the Goods to that single use.
13.1 Notwithstanding any other provision in these conditions, nothing in these conditions will affect or limit the Buyer’s statutory rights; nor exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence nor exclude or limit the Company’s liability for fraud or fraudulent misrepresentation.
13.2 The Company’s website is provided on an ‘as is’ and ‘as available’ basis without any representation or endorsement made and the Company makes no warranties, whether express or implied, in relation to its website, or any transaction that may be conducted on or through the website including but not limited to, implied warranties of non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade custom.
13.3 The Buyer acknowledges that the Company cannot guarantee and cannot be responsible for the security or privacy of the website and any information provided by the Buyer. The Buyer must bear the risk associated with the use of the Internet.
13.4 The Company will use reasonable endeavours to verify the accuracy of any information on the website but make no representation or warranty of any kind express or implied statutory or otherwise regarding the contents or availability of its website or that it will be timely or error-free, that defects will be corrected, or that its website or the server that makes it available are free of viruses or bugs. The Company will not be responsible or liable to the Buyer for any loss of content or material uploaded or transmitted through its website and the Company accepts no liability of any kind for any loss or damage from action taken in reliance on material or information contained on its website.
13.5 The Company will use all reasonable endeavours to carry out our obligations within a reasonable period of time but will not be liable to you for any loss, costs or expenses arising directly or indirectly from any delays in doing so and the Company will not be deemed to be in breach of these conditions by reason of any delay in performing, or any failure to perform, any of its obligations in relation to these conditions, if the delay or failure was due to any cause beyond the Company’s reasonable control.
13.6 All warranties conditions or terms which may be implied by law or custom are expressly excluded from these conditions or any contract between us to the fullest extent permitted by applicable law. Where the applicable law does not permit an implied warranty to be excluded, then such warranty shall, if permitted by such law, be limited to a period of one year.
13.7 The Company will not be liable, in contract or tort (including, without limitation, negligence), or breach of statutory duty or in respect of pre-contract or other representations (other than fraudulent misrepresentations) or otherwise for any of the following types of loss or damage suffered or incurred by the Buyer arising out of or in connection with the use of the Company’s website or the sale or supply by the Company of Goods or services to the Buyer:
13.7.1 loss of income or revenue;
13.7.2 loss of profits (whether direct or indirect);
13.7.3 loss of contracts, business or anticipated savings;
13.7.4 loss of or harm to goodwill or reputation; or
13.7.5 any special, consequential or indirect losses or damages not covered by the preceding clauses.
13.8 To the extent that the Company’s liability to the Buyer is not excluded by the preceding clauses the Company’s liability to the Buyer, in contract or tort (including, without limitation, negligence), or breach of statutory duty or in respect of pre-contract or other representations (other than fraudulent misrepresentations) or otherwise for any loss or damage suffered or incurred by the Buyer arising out of or in connection with the use of the Company’s website or the sale or supply by the Company of Goods or services to the Buyer will be limited to the purchase price of the Goods or services to which such loss or damage relates or £1,000,000 (whichever is the greater).
13.9 The Buyer agrees to fully indemnify, defend and hold the Company and its officers, directors, employees and suppliers, harmless immediately on demand, from and against all claims, losses, costs and expenses, including reasonable legal fees, arising out of any breach of these conditions by the Buyer, or any other liabilities arising out of the Buyer’s use of the Company’s website or any other person accessing its website using the Buyer’s personal information with its authority.
13.10 This clause does not affect the Buyer’s statutory rights as a consumer, nor does it affect the Buyer’s contract cancellation rights.
14. INSOLVENCY OR OTHER DEFAULT OF BUYER
If the Buyer fails to make payment for the Goods in accordance with this contract or commits any other breach of this contract or if any distraint or execution shall be levied on any of the Buyers goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a Limited Company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrator, Administrative receiver or Manager shall be appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have:
14.1 suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and
14.2 exercise any of its rights pursuant to clause 8.
15. SET OFF AND COUNTERCLAIM
The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the buyer may have or alleges to have or for any reason whatsoever.
16. FORCE MAJEURE
16.1 The Company shall not be responsible for delay in shipment of the Goods or any part thereof occasioned by any Act of God, war, strike, lockout, riot or civil commotion, combination of workmen, breakdown of machinery, fire, or any cause comprehended in the term “force majeure”.
16.2 Should the Company 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.
16.3 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.
16.4 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.
If any dispute or difference shall arise between the parties it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or in default of agreement within 14 days of the service upon one party of a written request to concur in such appointment by the president for the time being of the Chartered Institute of Arbitrators who shall determine the dispute in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment for the time being in force.
18. SALE PROMOTION AND DOCUMENTATION
Whilst the Company takes every precaution in the preparation of its website and other Spinlock portals, catalogues, technical circulars, price lists and its other literature, these documents are for the Buyer's general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.
Neither the Company nor the Buyer shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the other.
21. PROPER LAW AND JURISDICTION
21.1 This contract shall be governed and construed in accordance with the law of England and Wales and subject to the provisions of clause 17 all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts.
21.2 The English Language version of these terms and conditions shall be the authoritative version notwithstanding that they may have been translated into some other language.
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question will not be affected.
24. NO WAIVER
Any failure by The Company to exercise or enforce any rights under these conditions shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement thereof at any time thereafter.