TERMS AND CONDITIONS FOR THE SUPPLY OF CONTAINER(S) BY ISO SPACES SOUTH WEST LTD
In these Conditions the following definitions apply:
Conditions means the terms and conditions set out in this document;
Container(s) means the Container(s)set out in an Order;
Contract means the legally-binding agreement between us and you for the sale and purchase of Container(s) which incorporates these Conditions, the Order Form and the Specification;
Delivery Location means the address for delivery of the Container(s) as set out in the Order;
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract, except any party’s failure to pay shall not be an event of force majeure in any event;
Order means your order for the Container(s) from us, as set out in the Order Form;
Order Form means the order form supplied by us and signed by you;
Price means the price set out in the Order Form;
Specification means the specification attached to the Order Form;
VAT means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and we, us or our means Iso Spaces South West Limited (company registered number 07791024) whose registered office is at Lowin House Tregolls Road Truro Cornwall TR1 2NA;
2 APPLICATION OF THESE CONDITIONS
2.1 Any quotation provided by us for the provision of Container(s) prior to you submitting an Order:
2.1.1 is for information purposes only. It is not a binding offer by us to supply Container(s) on the terms of the quotation and these Conditions; and
2.1.2 will be valid for 28 days only from the date of issue.
2.2 When you place an Order to purchase Container(s) from us by sending to us a signed Order Form you make an offer to purchase those Container(s) in accordance with these Conditions and no other conditions apply.
2.3 We reserve the right at all times to reject any Order, in whole or in part, at our sole discretion.
2.4 A Contract will be formed in respect of the Container(s) described in our acceptance of your Order, upon the earlier to occur of:
2.4.1 our notification of acceptance of your Order to you by countersigning and dating the Order Form; or
2.4.2 the commencement of the fulfillment of the Order by us.
2.5 We will not accept any variation to these Conditions, an Order or quotation from us unless the variation is expressly agreed by us in writing.
3.1 The Price for the Container(s) will be as set out in the Order.
3.2 The Price:
3.2.1 includes packaging and delivery to the Delivery Location as stated in the Order; and
3.2.2 includes Value Added Tax as stated.
4.1 We will invoice you for Container(s) in accordance with the terms set out in the Order Form. You must pay all invoices in full, without deduction within 2 days of invoice date. Time is of the essence in relation to any payment.
4.2 We will not commence work, continue work or ship the finished Container(s) to you as appropriate for any stage until payment for the respective invoice has been received in full and we have the right to suspend work or shipment pending any such payment.
4.3 VAT will be charged by us and paid by you at the then applicable rate.
5.1 We will endeavour to deliver the Container(s) to the Delivery Location on or around the delivery dates set out in the Order Form, unless exceptional circumstances or events beyond our reasonable control prevent us doing so.
5.2 If we accept an Order for delivery to a Delivery Location outside of the UK, you may be subject to import duties or other taxes in addition to VAT. These import duties or other taxes are outside our control and must be borne by you.
5.3 We will not be liable for any delay in failure of delivery caused by your failure to provide access to the Delivery Location or an event of Force Majeure.
5.4 Where you or your addressee at the Delivery Location fails to take delivery of the Goods, then the Container(s)shall be deemed to have been delivered to you on the delivery date and we shall be entitled to charge our additional costs of storage, insurance, redelivery and any other costs incurred by us.
5.5 If you have not taken delivery of the Container(s) within 20 days of the original delivery date then we may resell or otherwise dispose of the Container(s) subject to rebating to you the purchase price received by us after deducting our additional costs.
5.6 We may provide you with a form of acceptance to sign but in any event you are deemed to have accepted the Container(s) at the point that: (i) you commence using the Container(s); or (ii) if you have not commenced using the Container(s) then upon the expiry of 24 hours from delivery if you have not given any notification of any defects within that time.
6 TITLE AND RISK
6.1 Risk in the Container(s) will pass to you on delivery. We will not be liable for any loss or destruction of the Container(s) occurring after they are delivered to you.
6.2 Title and ownership in the Container(s) will pass to you once we have received payment in full for the Goods.
6.3 Until title and ownership in the Container(s) has passed to you and if delivery is made prior to receipt of payment in full then, you will:
6.3.1 hold the Container(s) as bailee for us;
6.3.2 ensure that the Container(s) are clearly identifiable as belonging to us;
6.3.3 take all reasonable care of the Container(s) and keep them in reasonable condition;
6.3.4 insure the Container(s): (i) with a reputable insurer; (ii) from the date of delivery; (iii) against all risks; and (iv) for an amount at least equal to the Price;
6.3.5 not remove or alter any mark on or packaging of the Goods;
6.3.6 provide us with such information concerning the Container(s)as we may reasonably request from time to time; and
6.3.7 inform us as soon as possible if you become subject to any form of bankruptcy, insolvency or similar proceedings.
6.4 If, at any time before ownership to the Container(s) has passed to you, you inform us or we
reasonably believe, that you are or are likely to become subject to any bankruptcy, insolvency or similar proceedings, we may:
6.4.1 require you at your expense to return the Container(s) to us; and
6.4.2 if you fail to do so promptly, enter any premises where the Container(s)are stored and repossess them.
7.1 We warrant that upon delivery and for a reasonable period after delivery, which we consider will be for a period of 12 months from delivery, the Container(s)will:
7.1.1 conform in all material respects to the Specification;
7.1.2 be free from material defects in design, material and workmanship;
7.1.3 be of satisfactory quality; and
7.1.4 be fit for the purpose held out by us.
7.2 We will where it is reasonable to do so but subject to condition 7.4, repair or replace the defective Container(s) or at our sole and absolute discretion refund the price of defective Container(s), provided that:
7.2.1 you inform us promptly on discovery that some or all of the Container(s)do not comply with condition 7.1; and
7.2.2 you give us or our agents a reasonable opportunity to examine the defective Container.
7.3 These Conditions will apply to any Container(s) repaired or replaced under condition 7.2.
7.4 We will not be liable for any failure of the Container(s) to comply with condition 7.1 where that failure is reasonably the result of your use of the Goods:
7.4.1 from wear in the normal course of use of the Container(s) or as a result of wilful damage, your negligence or abnormal working conditions;
7.4.2 to the extent caused by your failure to comply with our instructions and/or good practice as to storage, installation, commissioning, use or maintenance of the Container(s);
7.4.3 to the extent that you move the Container from the original Delivery Location or it issituated on any site that is not compliant with our advice and instructions including without limitation any site that is not precisely level;
7.4.4 where you repair or alter any Container(s) without our prior written agreement; or
7.4.5 where you use any of the Container(s) after notifying us that it does not comply with condition 7.1.
8.1 We do not exclude liability:
8.1.1 for death or personal injury caused by its negligence; or
8.1.2 for breach of the terms implied by s 12 of the Sale of Container(s)Act 1979 and by s 2 of the Supply of Container(s)and Services Act 1982; or
8.1.3 for defective products under the Consumer Protection Act 1987; or
8.1.4 for fraud or fraudulent misrepresentation.
8.2 All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded by these conditions.
8.3 We will not be liable for:
8.3.1 loss of use;
8.3.2 any form of indirect, consequential or special loss, or
8.3.3 any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising.
8.4 Other than as set out above, we limit our liability (however arising) in respect of or in connection with the Container(s), and otherwise in connection with this Contract, to the total price of Container(s) that is the subject of any claim.
9.1 We may terminate the Contract in the event that you have failed to make any payment to us within 7 days of the due date.
9.2 You may terminate the Contract at any time by serving two weeks notice in writing.
9.3 In the event of termination of this Contract:
9.3.1 you will be liable for a pro rata amount of the outstanding payments for work done by us which will become immediately due and payable by you upon us sending an invoice to you;
9.3.2 you will not be entitled to any automatic refund of monies paid to us; and
9.3.3 we will use our reasonable endeavours to sell the container without obligation to carry out further works and in the event that we are able to do so then we will at our discretion make you a payment (which may be a partial or full repayment of the amount paid by you to us) out of the sale proceeds after deduction of any additional works, storage, transport, insurance, administrative and sales costs incurred by us.
Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.
Notices under this Agreement will be in writing (and not by fax or by email) and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
10.2.1 by first-class post: two Business Days after posting;
10.2.2 by hand: on delivery;
No delay, act or omission by either you or us in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
10.4 No Set Off
You may not set off or deduct any amounts from the Price.
10.5 Rights of Third Parties
This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.6 Entire Agreement
The Contract constitutes the entire agreement between you and us in relation to its subject matter. No other terms apply.
This Contract will bind and benefit each of your or our successors and personal representatives.
10.8 Governing Law & Jurisdiction
10.8.1 This Contract will be governed by the law of England and Wales.
10.8.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.