SPINLOCK LIMITED TERMS AND CONDITIONS OF SALE AND RETURNS POLICY
In these terms and conditions, the following words shall have the following meanings.-
"The Company" shall mean Spinlock Limited DBA Spinlock USA. The Seller” shall mean Spinlock USA. The Goods" shall mean the products articles or things which are referred to
2. MAKING THE CONTRACT
2.1 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.
2.2.1 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.
2.2.2 All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions.
2.2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.2.4 Any variation to these conditions (including any special terms and conditions agreed between parties) shall be inapplicable unless agreed in writing by the Company.
2.3 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.
2.4 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 after 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.
5. TERMS OF PAYMENT
5.1 All sums become due and payable under these terms and conditions not later than date of order, full payment must be received before shipment is made or as agreed in
writing between the Company and the Buyer and are to be strictly observed.
5.2 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.
5.3 The Buyer shall be responsible for any bank charges incurred if payment is rejected by Buyer's bank.
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
7. RETURNS OF NON-FAULTY GOODS
(a) Goods cannot be exchanged or returned for credit without the Company’s prior written agreement. (RMA Process)
(b) Goods will only be accepted if they are of current design and returned in as new condition.
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 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.
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.
10.1 The Buyer is under a duty wherever possible to inspect the Goods on delivery or on collection as the case may be and will notify the Seller of any damage, defect or complaint
within 10 working days from the date the Goods were delivered. Save in respect of any shortages or defects if you, the Buyer, fail to comply with this clause we will not be held legally
liable in respect of any other complaint which should have been brought to our attention within this period.
10.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked 'not examined"
10.3 The Company shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with, and, in any
event will be under no liability if a written complaint is not delivered within two days of delivery detailing the alleged defect or shortage.
10.4 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.
10.5 Subject to Clause 10.3 and Clause 10.4 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.
11.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
11.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Company or its servants or agents or otherwise relating to the quality and/or fitness for
purpose of the Goods or any of the Goods are excluded and the Buyer shall satisfy himself in this respect and shall be totally responsible therefore.
11.3 If the Goods are in such a state as would but for this condition entitle the Buyer to repudiate the contract and/or claim damages from the Company the Company reserves the right
to repair or replace the Goods.
11.4 Subject to the express provisions of these conditions and except where Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act
1977) all warranties, conditions or other terms implied by Statute or Common Law are excluded to the fullest extent permitted by law. Where the goods are sold under a consumer
transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these conditions.
12.1.1 Nothing in Clause 12 shall be deemed to exclude or restrict the Company's liability for death or personal injury resulting from negligence.
12.1.2 Each of the sub-clauses in clause 12 is to be treated as separate and independent.
12.2 Exclusion of consequential Loss. The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in
contract or tort or in any other way (including loss arising from the company's negligence). Non-exhaustive illustrations of consequential or indirect loss would be loss of profit; loss of
contract; damage to property of the Buyer or anyone else, and personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company's negligence).
12.3 The Company's total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company's negligence or
otherwise) shall not exceed £1,000,000 or the contract price whichever is the greater.
13. FORCE MAJEURE
13.1 The Seller 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”.
13.2 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
13.3 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.
13.4 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 Acts 1950 to 1979 or any statutory modification or reinactment for the time being in force.
17. SALE PROMOTION AND DOCUMENTATION
Whilst the Company takes every precaution in the preparation of its 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.
19. PROPER LAW AND JURISDICTION
19.1 This contract shall be governed and construed in accordance with the law of England and Wales and subject to the provisions of hereof all disputes arising in
connection with the contract shall be submitted to the jurisdiction of the English Courts.
19.2 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.
21. NO WAIVER
Any failure by The Company to exercise or enforce any rights under these terms & 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.