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Terms and Conditions

1.INTERPRETATION

1.1 In these Conditions
'SALEPOINT' means Salepoint Ltd.
'BUYER' means the person who accepts a quotation of Salepoint for the supply of goods and their installation upon Site or whose Order for the supply of goods and their installation upon Site is accepted by Salepoint
'GOODS' means the goods and materials which Salepoint is to supply under the Contract in accordance with these Conditions
'ORDER' means each order placed by the Buyer on Salepoint for the supply of Goods and their installation on site
'WORKS' means the works involved in installing the Goods
'COMPLETED WORKS' means the Goods once they have been installed after the completion of the Works
'SITE' means the place where the Goods are to be installed
'CONDITIONS' means the standard terms and conditions of sale set out in this document
'CONTRACT' means the contract for the purchase and sale of the goods and their installation on Site
'COMMENCEMENT means the date upon which the Works are to commence or upon which the Goods are to be
DATE' delivered to Site if earlier
'NORMAL WORKING HOURS' means from 8 a.m. to 5 p.m. Monday to Friday
'PRICE' means the price quoted by Salepoint to the Buyer.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.BASIS OF THE SALE

2.1 Salepoint shall sell and the Buyer shall purchase the Goods which Salepoint shall install on Site in accordance with any written quotation of Salepoint which is accepted by the Buyer, or any written Order of the Buyer which is accepted by Salepoint, subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such Order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Buyer and a director of Salepoint.
2.3 Salepoint's employees or agents are not authorised to make any representations or recommendations or give any advice concerning the Goods or Works.Salepoint shall not be liable for such unauthorised representations, recommendations or advice unless the same are confirmed by a director of Salepoint in writing.In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, recommendations or advice which are not so confirmed.
2.4 Salepoint shall not be liable for any descriptions, illustrations, specifications, drawings and similar particulars submitted by Salepoint contained in Salepoint's catalogues, promotional literature, technical information, price lists or elsewhere since they are merely intended to represent a general idea of the type of goods supplied and works carried out and not to form part of the Contract or be treated as representations.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Salepoint shall be subject to correction without any liability on the part of Salepoint.

3.ORDERS AND SPECIFICATIONS

3.1 No Order submitted by the Buyer shall be deemed to be accepted by Salepoint unless and until confirmed in writing by Salepoint.
3.2 The quantity, quality and description of and any specification for the Goods and their installation shall be those set out in Salepoint's quotation (if accepted by the Buyer) or the Buyer's Order (if accepted by Salepoint).
3.3 Salepoint reserves the right to make any changes in the specification of the Goods and/or their installation which are required to conform with any applicable safety or other statutory requirements or, where the Goods and their installation are to be supplied to Salepoint's specification, which do not materially affect the quality or performance thereof.
3.4 Once an Order has been accepted by Salepoint or a quotation by Salepoint has been accepted by the Buyer the Buyer may not cancel the Order or withdraw from the Contract except with the agreement in writing of a director of Salepoint and on terms that the Buyer shall indemnify Salepoint in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Salepoint as a result of such cancellation or withdrawal.

4.RESPONSIBILITIES OF THE BUYER

4.1 The Buyer shall be responsible to Salepoint for ensuring that the floors, foundations and walls at the site upon which the installation of the Goods is to be carried out are suitably surfaced, comply with any tolerances required by Salepoint and are of adequate strength to support the installed Goods and the maximum loads to be imposed thereon.
4.2 The Buyer shall, at his own cost and prior to the Commencement Date prepare the floors, walls or surfaces on which the Goods are to be installed in accordance with any requirements given to the Buyer by Salepoint.
4.3 The Buyer shall, at his own expense, provide the following services and attendances to Salepoint to facilitate the Works:
4.3.1 secure waterproof accommodation for the Goods and for Salepoint's construction plant and equipment immediately adjacent to that part of the Site where the Works will take place.
4.3.2 prior to commencement of the Works, clearance of the Site of all obstructions and other trades or operations to ensure that the Works can be carried out in one continuous uninterrupted operation during Salepoint's normal working hours.
4.3.3 lighting of sufficient intensity to enable the Works to be carried out safely and power supplies suitable for operation of construction plant and hand power tools.
4.3.4 where the Goods require a source of power for their operation, provision of power supplies in a manner and at such locations on the Site as Salepoint shall specify.
4.4 The Buyer shall ensure that:
4.4.1 prior to the Commencement Date the Site is secure and watertight.
4.4.2 during the course of the Works and until such time as the completed Works are handed over to the Buyer, the Goods are protected from loss or damage and from dust and dirt arising from the activities of the Buyer or any third party on the Site.
4.5 So far as is reasonably practicable, prior to the Commencement Date the Buyer shall advise Salepoint of the existence of any pipes, cables or conduits at the Site.
4.6 In the event the Buyer fails to comply with his obligations under clauses 4.1 to 4.5 hereof, Salepoint shall on discovery thereof be entitled to refuse to commence or continue with the Works until such time as the failure has been rectified and the terms and clauses 7.3 and 7.4 hereof will expressly apply.
4.7 The Buyer shall insure all goods delivered to the site from all appropriate risks including fire and theft.

5.PRICE OF THE WORKS

5.1 The Price is subject to withdrawal at any time before receipt of any unqualified acceptance from the Buyer and shall be deemed to be withdrawn unless accepted by the Buyer within 21 days from the date thereof.
5.2 Salepoint reserves the right, by giving written notice to the Buyer, to increase the Price to reflect any increase in the cost to Salepoint of performing the Contract which is due to any factor beyond the control of Salepoint such as, without limitations:
5.2.1 increase in the costs of labour, materials and transport
5.2.2 any change in the Commencement Date, Normal Working Hours, quantities or specifications which is requested by the Buyer
5.2.3 any delay caused by any instructions from the Buyer, or failure of the Buyer to give Salepoint adequate information or instructions
5.2.4 any acts or omissions by the Buyer and/or the Buyer's servants or agents or any third party not under Salepoint's direct control, and without prejudice to the generality of the foregoing, any failure by the Buyer to carry out his responsibilities and obligations set out in clauses 4.1 to 4.5 and 6.1 hereof
5.2.5 any unforeseen difficulties in carrying out the Works.
5.3 The Price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to Salepoint.
5.4 Salepoint shall be entitled to maintain an action for the Price notwithstanding that title in the Goods has not passed to the Buyer.

6.TERMS OF PAYMENT

6.1 Payment terms are strictly net and payment must be made within 7 days of the date of each and every invoice unless otherwise agreed in writing.The Buyer shall not be entitled to withhold payment either wholly or in part when it becomes due on any grounds whatsoever, except where otherwise expressly agreed in writing by a director of Salepoint.
6.2 A deposit of 25% of the Price is required upon formation of the Contract.Such deposit shall not be returnable in the event that the Buyer decides not to proceed with the Contract.
6.3 Salepoint shall be entitled to charge interest on any sum overdue from the Buyer for the period over which payment is delayed (both before and after any judgement) at the annual rate of 2% above the base lending rate of National Westminster Bank PLC for the time being in force.
6.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Salepoint, Salepoint may, after giving 7 days notice to the Buyer of its intention so to do -
6.4.1 cancel the contract.
6.4.2 suspend any work related to the Contract until any such delayed payment has been received by Salepoint.
6.4.3 appropriate any payment made by the Buyer to such of the Works as Salepoint may think fit (notwithstanding any purported appropriation by the Buyer).
6.5 If for any reason not attributable to Salepoint the carrying out of the Works is suspended, delayed or hindered, and/or the Price has been increased by Salepoint as, for example, set out in clause 5.2 hereof, Salepoint reserves the right to claim an interim payment or payments on account and tender an interim invoice or invoices to the Buyer for payment accordingly, irrespective of any.
schedule of payments previously agreed between the Buyer and Salepoint.

7.TIME OF PERFORMANCE

7.1 The time of performance specified in Salepoint's quotation assumes that the Works can be carried out continuously on a clear site during Normal Working Hours and that the Buyer has carried out his duties and obligations as specified in clause 4.1 to 4.5 and clauses 6.1 and 6.2.
7.2 If performance of the Contract is delayed, suspended or hindered, inter alia in the circumstances provided for in clauses 5.2 and 6.4 hereof, Salepoint shall be entitled to such additional time as may be necessary to complete the Contract, and, where appropriate, to allocate the goods and services among its customers in such manner as it considers fair and reasonable.
Under no circumstances shall the Buyer be entitled to cancel the Order in the event of any such delay unless with the specific written consent of a director of Salepoint on such terms as Salepoint in its absolute discretion may think fit.
7.3 Any dates quoted for completion of the Contract are approximate only.Time for the performance of the Contract shall not be of the essence unless previously agreed in writing by a director of Salepoint.

8.RISK AND PROPERTY

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time when they are delivered to the Site or place of delivery requested by the Buyer.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until Salepoint has received in cash or cleared funds payment in full for the Price (as it may have been increased in accordance with these Conditions) together with any interest that may have accrued thereon.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Salepoint's fiduciary agent and bailee and, as far as practicable, shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Salepoint's property.
8.4 Until such time as the property in the Goods passes to the Buyer, Salepoint shall be entitled at any time to require the Buyer to deliver up the Goods to Salepoint and, if the Buyer fails to do so forthwith, to enter upon the Site or upon any premises of the Buyer or any third party where the Goods are stored and to dismantle, if necessary, and repossess the Goods with or without prior notice.
8.5 All costs incurred by Salepoint or its agents in repossessing the Goods shall be borne by the Buyer.Notwithstanding any such repossession of the Goods the Buyer shall remain liable to pay the Price and any interest accruing thereon.
Any goods so repossessed may be sold by Salepoint and the proceeds of the sale set off against the amount due to Salepoint from the Buyer in respect of the Price.Any balance remaining of the proceeds of sale shall be paid to the Buyer but if such proceeds of sale are not sufficient the Buyer shall remain liable to pay to Salepoint the amount remaining due together with any interest accruing thereon.
8.6 Salepoint may at any time pass title to the Goods to the Buyer by giving the Buyer notice in writing to that effect.

9.WARRANTIES AND LIABILITY

9.1 Subject to the conditions set out below, and the Conditions generally, Salepoint warrants that:
9.1.1 it will carry out the Works with reasonable care and skill.
9.1.2 it will complete the Works within a reasonable time if no time has been agreed in the Contract.
9.1.3 the Goods will be of merchantable quality and fit for their purpose.
9.2 The above warranties are given by Salepoint subject in particular to the following conditions:
9.2.1 Salepoint shall be under no liability in respect of any defect in the completed Works arising from any drawing, design or specification supplied by the Buyer.
9.2.2 Salepoint shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Salepoint's instructions, misuse or alteration or repair of the completed Works without Salepoint's approval.
9.2.3 The warranty set out in clause 9.1.2 hereof does not extend to parts, materials or equipment not manufactured by Salepoint, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier to Salepoint.
9.2.4 Any Goods supplied which require wall fixing or are to be attached to any part of the structure (which term, for the avoidance of doubt, includes the floor) are so supplied without any warranty or implied condition that the part of the structure on which the Goods are to be fixed is fit or suitable for the adequate support of such Goods and Salepoint shall have no responsibility for the completed Works if the part of the structure on which they are installed is not in accordance with requirements given to the Buyer by Salepoint.
9.2.5 Salepoint shall not be liable for any damage to or caused by any pipes, cables or conduits the existence of which had not been previously disclosed to it by the Buyer in writing.
9.3 Any claim by the Buyer which is based on any defect in the quality or condition of the completed Works or their failure to correspond with specification shall be received in writing by Salepoint within 14 days from the date of completion.For the avoidance of doubt the said period of 14 days commences on the date of completion and runs over all working and non-working days including public holidays. If the Buyer does not notify Salepoint as aforesaid Salepoint shall have no liability for such defect or failure and the Buyer shall be bound to pay the Price as if the Completed Works were in accordance with the contract.
9.4 Where any valid claim in respect of the Completed Works which is based on any defect in the quality or condition thereof or on any omission therefrom is received by Salepoint in accordance with these Conditions, Salepoint shall be entitled to rectify or complete the Completed Works free of charge or, at Salepoint's sole discretion, refund to the Buyer the Price or a proportionate part of the Price, but Salepoint shall have no further liability to the Buyer.
9.5 Salepoint shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performance, or any failure to perform any of Salepoint's obligations in relation to the Contract if the delay or failure was due to any cause beyond Salepoint's reasonable control.Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Salepoint's reasonable control:
9.5.1 Act of God, explosion, flood, tempest, fire or accident.
9.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.5.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
9.5.4 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Salepoint or of a third party).
9.5.5 difficulties in obtaining raw materials, labour, fuel, parts or machinery.
9.5.6 power failure or breakdown in machinery.
9.6 Except in respect of death or personal injury caused by Salepoint's negligence, Salepoint shall not be liable to the Buyer by reason of any representations, or any implied warranty, conditions or other terms or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Salepoint, its employees or agents or otherwise) which arise out of or in connection with the Works or their use by the Buyer except as expressly provided in these Conditions.
9.7 Save as provided in these Conditions no warranty, condition or representation as to description, condition, quality or suitability (whether express or implied and whether collateral to the Contract or otherwise) is given or deemed to be or have been given or implied in relation to the Contract.
9.8 It is expressly acknowledged and agreed by the Buyer that the limitations and/or exclusions of liability contained in the Contract are fair and reasonable having regard to:
9.8.1 the nature of the Goods and of the Works.
9.8.2 the Price
9.8.3 the difficulty and expense of Salepoint obtaining adequate insurance cover for the Works and any other attendant liabilities.
9.8.4 the fact that the Goods were supplied and the Works carried out to the special order of the Buyer.

10.COPYRIGHT

All drawings and specifications prepared by Salepoint shall remain the property of Salepoint and the copyright is reserved accordingly and no copies shall be made or extracts taken without the prior written consent of a director of Salepoint.
Any drawings or specifications so prepared shall be returned by the Buyer to Salepoint on demand, together with any copies made thereof. The Buyer undertakes to use any drawings and specifications supplied by Salepoint only for the installation and/or maintenance of the Goods forming the subject matter of the Contract.

11. INSOLVENCY OF THE BUYER

11.1 This clause applies if:
11.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company), goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 Salepoint reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer in writing accordingly.
11.2 If this clause applies then without prejudice to any other right or remedy available to Salepoint, and without liability to the Buyer, Salepoint shall be entitled to:
11.2.1 delay or suspend performance of the Contract.
11.2.2 cancel the Contract.
11.2.3 demand payment in part or in full prior to the performance of the Contract notwithstanding any previous agreement or arrangement to the contrary.
11.3 The Buyer will if requested by Salepoint take any reasonable steps to satisfy Salepoint prior to performance of the Contract as to his creditworthiness such as the provision of trade and bankers references or of a guarantee of payment from a third party acceptable to Salepoint.

12.GENERAL

12.1 The Buyer, at his own expense, shall be responsible (other than for statutory obligations placed solely on Salepoint) for obtaining all consents, permissions, easements and licenses necessary for the carrying out of the Works in accordance with the terms hereof and for conforming with all statutes and Orders, Regulations and Bye-Laws made thereunder applicable at any time to the Works and shall indemnify and keep indemnified Salepoint against all actions, proceedings, costs, charges, claims or demands arising out of or in connection with any breach of this clause.Salepoint shall (so far as it is reasonably practicable) provide such information with respect to the Works as the Buyer may request in respect of any application for such consent, permission, easement or license as aforesaid.
12.2 Any surplus goods delivered to the Site shall remain the property of Salepoint.The Buyer shall take all reasonable precautions for the safe custody and protection of such surplus goods until the time of their removal by Salepoint.
12.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.4 No waiver by Salepoint of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent or continuing breach of the same or any other provision.
12.5 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 shall not be affected thereby.
12.6 Any dispute arising under or in connection with these conditions or the carrying out of the Works shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being for the Royal Institute of Chartered Surveyors.
12.7 The Contract shall be governed by the laws of England.