Terms & Conditions


1.1              In these Conditions:

    • The “Buyer” means the immediate purchaser of the Goods from the Seller.
    • The “Contract” means the relevant Contract to which these Conditions apply.
    • The “Goods” means the Goods (including any instalment of the Goods or any part(s) of them) which the Seller is to supply in accordance with these Conditions.
    • The “Seller” means Smart R Distribution. The “Stated Price” means the agreed price for the Goods stated in a Contract of Sale to which these Conditions apply.
    • “Writing” includes letter, e-mail, telex, cable, facsimile transmission and other comparable means of communication.

1.2              The uniform laws on international sales shall not apply.

2.0              FORMATION OF CONTRACT

2.1              Quotations are not binding on the Seller who may refuse to accept any order and may withdraw it before acceptance of order. An order shall be deemed to be accepted only when the Seller has sent a written acceptance or has commenced work upon or despatched or otherwise appropriated items for performance of the order.

2.2              Acceptance will be subject to these Conditions and the express terms of the quotation and no qualification or condition contained in any request for quotation, order or other communication from the Buyer shall form any term of the Contract unless expressly accepted in writing by a Director of the Seller.

2.3              Unless otherwise stated therein a quotation will lapse in any event thirty days after its date of issue.

2.4              Orders are accepted subject to the credit status of the Buyer being satisfactory to the Seller which may cancel the Contract if its credit enquiries at any time prove unsatisfactory to it.

2.5              Acceptance of a quotation must be accompanied by all information necessary for the Seller to proceed with the Contract. If work is delayed or additional costs incurred through lack of such information or changes in information, the Seller may amend the Contract price to cover the additional costs and/or extend the delivery date.

2.6              The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller 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 which are not so confirmed.

3.0              PRICE

 3.1              Unless otherwise agreed in writing the Stated Price is ex-Seller’s works and is expressed in pounds sterling net and is exclusive of value added tax and any and all other taxes, levies, import duties and charges of a similar nature, and all carriage, insurance, packing, freight and installation charges. Where such price is based upon a currency other than pounds sterling any fluctuations in the exchange rate of such currency against pounds sterling between the date of order and the date of the Seller’s invoice which adversely affect the Seller shall be passed on to the Buyer who shall pay the same in accordance with clause 4 hereof.

4.0              TERMS AND PAYMENT

4.1              The Seller may invoice the Buyer for the price of the Goods on, or at any time after their delivery, unless they are to be collected by the Buyer, or the Buyer wrongfully fails to take delivery of them, in which event the Seller may invoice the Buyer for the price at any time after the Seller has notified the Buyer that they are ready for collection, or (as the case may be) has tendered delivery of them.

4.2              The Buyer shall make payment by the due date appearing on the invoice, notwithstanding that delivery may not have taken place, or property in the Goods has not passed to the Buyer. Payment is deemed to be made when the Seller’s bank account is credited with the amount due with cleared funds. The Seller may invoice and apply for payment of each shipment separately.

4.3              The Buyer shall make all payments hereunder in full without deduction, set-off or counterclaim whatsoever from, or against the same, except as required by law and regardless of any delays in delivery or performance or any corrections or adjustments that may be necessary to the Goods.

4.4              The time for performance of the Buyer’s obligations (whether as to payment or otherwise) shall be of the essence so that failure to perform shall entitle the Seller at his option, to treat the Contract as repudiated by the Buyer or to delay shipment or otherwise withhold performance (in which event the Seller’s time for performance shall be extended accordingly).  In the case of delivery by installments, failure to perform in respect of one shipment shall entitle the Seller, at its option, to cancel or delay or withhold performance in respect of that shipment or other shipments, or to treat the whole Contract as repudiated by the Buyer.

4.6               If any monies payable by the Buyer to the Seller are not paid when due or if the Buyer is in breach of any of its obligations (whether under the Contract or any other agreement with the Seller) or becomes bankrupt, enters into liquidation, has an administration order made in respect of it or suffers the appointment of a receiver to all or any of its assets, the Buyer shall immediately pay to the Seller all monies payable by the Buyer under the Contract or any other Agreement with the Seller (whether or not then otherwise due for payment) and without prejudice to any other remedy.

4.6.1            (a) The Seller shall have the following rights in respect of the Contract and every other agreement with the Buyer:

(i) to suspend or cancel the delivery of any further Goods and any other performance by the Seller (and if suspended the Seller’s time for performance shall be extended accordingly).

(ii) to terminate all or any part of the Contract and any unexecuted Contract with the Buyer.

4.6.2            (b) The Buyer shall pay to the Seller by way of full indemnity all costs of any nature incurred by the Seller arising from the breach by the Buyer (including, but not limited to, all legal costs on a full indemnity basis).

4.7              The Buyer shall pay interest (after as well as before judgment) on any monies payable by the Buyer to the Seller which are not paid when due at an annual rate of four percentage points above the base rate of Lloyds Bank plc from time to time compounded on a day-to-day basis calculated from the date of due payment until the date of actual payment.

4.8              The Buyer shall indemnify the Seller (after as well as before judgment and on as many occasions as necessary to indemnify fully the Seller) against any loss or expense which the Seller may suffer in the event of any delay in payment or other breach of contract by reason of any change in currency exchange rates between the date payment fell due and the date payment is actually received by the Seller and no proof or evidence of any actual loss shall be required by the Buyer.

5.0              VARIATIONS IN PRICE

5.1              In the event of variation or suspension of work due to the Buyer’s instructions, the Seller by written notice to the Buyer may increase the price, by such an amount as it reasonably considers will fairly compensate for additional cost thereby incurred by it. The Seller, by notice to the Buyer at any time before delivery, may increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond its control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacturer), any change in delivery dates, quantities or specifications of the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

6.0              DELIVERY

6.1              Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that they are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering them to that place.

6.2              Whilst every effort will be made to adhere to any agreed shipment dates, such dates are not guaranteed and the Seller shall not be liable for any expense, loss or damage arising directly from any delay in shipment or delivery however caused. Late delivery shall not be grounds for rejecting Goods or terminating the Contract.

6.3              The Buyer shall accept delivery of the Goods by instalments if the Seller so requests.

6.4              If the Buyer having been notified the Goods are ready for despatch or (as the case may be) collection, fails to accept delivery or make collection, or if the delivery programme is varied at the Buyer’s request or if no shipping instructions are provided by the Buyer, the Seller may invoice the Buyer for the Stated Price of those Goods (which the Buyer shall pay as though those Goods had been despatched or collected on the date of notification) and may charge the Buyer for storage and insurance and all other expenses incurred by it in respect of those goods and risk in those Goods shall be treated as having passed to the Buyer from the date of the Seller’s notification.

6.5              If the Buyer fails to accept delivery fourteen days after being notified that the Goods are ready for despatch, the Seller may, at its option and in addition to the above rights, treat this as a cancellation of the order with effect from the date the Seller notified the Buyer that the Goods were ready for despatch. In these circumstances Clause 4.4 shall apply.

6.6              Where the Contract provides for delivery by instalments delays in delivery or the non-delivery of any instalment shall not entitle the Buyer to terminate the Contract or reject any other instalment. Each delivery made by the Seller shall be deemed to be a separate Contract.

6.7              The Buyer shall in good time for delivery obtain any necessary import or export licences in respect of the Goods.

7.0              FORCE MAJEURE

7.1              If the Seller’s ability to perform its obligations hereunder is limited, delayed or prevented in whole or in part by any cause not reasonably within its control, including without limitation, war, hostilities, riots, civil commotion, strike, lock-out, sit-in, trade dispute, flood, accident to plant or machinery, shortage of any material, labour, electricity or other supply or by any law, rule, regulation, order or other action of any public authority, transportation delays or the refusal or delay in granting any necessary export or import licence, the Seller shall be excused, discharged and released without penalty from performance of the Contract to the extent that such performance is so limited, delayed or prevented.  If the Goods or any part thereof has been delivered, the Buyer shall pay to the Seller a proportion of the stated price appropriate to the goods which have been delivered and the amount (if any) of the installation work carried out. If no equipment has been delivered and the Contract becomes impossible to perform for reasons not reasonably within the Seller’s control, the Seller’s liability shall be limited to repayment to the Buyer of any relevant sums paid by him to the Seller.

8.0              RISK

8.1              Risk of damage to, or loss of the Goods, shall pass to the Buyer:

8.1.1            (a) In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or

8.1.2            (b) In the case of Goods to be delivered elsewhere, at the time of delivery or, if the  Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8.2              The Seller shall not be obliged to give the notice required by Section 32(3) of the Sale of Goods Act 1979, or any notice of intended dispatch.

9.0              PROPERTY

9.1              Not withstanding that the Buyer obtains possession of the Goods, both the legal and equitable title therein will remain in the Seller until the Seller has received payment from the Buyer of the stated price in full with all value added tax thereon and all other monies that may be or become payable from the Buyer to the Seller in relation thereto.  Until such time the Buyer shall hold such goods as Bailee in a judiciary capacity for the Seller and shall store the goods in such a way as to show clearly that they are the property of the Seller and the Seller shall be entitled to require the Buyer to deliver such goods or any of them to it on demand, and if the Buyer fails to do so forthwith, to enter the Buyer’s premises for the purpose of collecting them (to include, without prejudice to the generality of the foregoing, the dismantling of any item into which such goods have been incorporated) and the Buyer shall be responsible for all the Seller’s costs and expenses in connection with so doing, or in relation to any other goods, whether the subject of this Contract or any other Contract for which payment has not been made.

9.2              The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9.3              The Buyer may however, subject to sub-clause 10.4 below, use or sell such goods by way of bona fide sale in the ordinary course of its business on its standard terms and conditions by way of sale as principal (not as agent) but that sale will constitute a sale by the Buyer of the Seller’s property and accordingly the Buyer will account to the Seller for the proceeds of Sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, up to the total amount outstanding in respect of such Goods and pending such accounting will keep all such proceeds separate from any monies or property or the Buyer and third parties, and in the case of tangible proceeds, properly stored, protected and insured, and hold the same on trust for the Seller.

9.4              In any event, the Seller (without prejudice to any other rights or remedies available to it), may without notice terminate all or any part of the Contract or suspend or cancel deliveries there under and shall have a general lien on all the Buyer’s property then in the Seller’s possession (whether as consignee or otherwise) in respect of any sums which may be owing by the Buyer to the Seller on any account whatsoever and, on the expiration of 14 days notice, the Seller shall be entitled to dispose of the same and apply the proceeds towards satisfaction of such sums.

9.5              The Seller shall be entitled to apply payments received from the Buyer in satisfaction of whichever invoice or part thereof as the Seller shall in its absolute discretion decide and shall be entitled to vary such application as many times as it shall desire until such time as all sums owing by the Buyer to the Seller have been paid.

10.0          GUARANTEE

10.1          Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material or workmanship, for a period of 12 months from the date of delivery. The Seller’s liability for breach of warranty shall be limited solely to replacing or repairing without charge, the defective goods or part thereof.

10.2          The above warranty is given by the Seller subject to the following conditions:

(a) The Buyer shall have notified the Seller of the defect(s) in writing within seven days of the relevant defect becoming apparent

(b) If requested by the Seller, the Buyer shall have returned such defective Goods or part thereof suitably packaged and at the Buyer’s risk describing the circumstances in which such Goods or part thereof became defective.

(c) Such defect shall have been proved by the Buyer to be attributable to the Seller and to have arisen solely from faulty design of materials or workmanship.

(d) The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.

(e) The Seller 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  the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.

(f) The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall be entitled only to the benefit of any such warranty or guarantee, as is given by the manufacturer to the Seller.

(g) The Buyer has performed its obligations hereunder

(h) Before returning the Goods to the Seller, the Buyer shall obtain from the Seller a returns authorisation number, which shall be quoted when the Goods are returned. Failure to return the Goods within one month of being advised of a returns authorisation number shall mean that relevant payment for the Goods is due in full.

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