Terms & Conditions

CONDITIONS OF SALE V7.0

Smart H &S Ltd (hereinafter referred .to as ‘The Company’)
Registered Office: 9 Whistley Close, Bracknell, RG12 9LQ
Company Registration No 06964079

GENERAL

All Quotations or Tenders given and all orders received and accepted are executed on the basis that the

purchaser (‘ther Purchaser”) is bound by these conditions of sale (the “Terms and Conditions).

Where there is any inconsistency between these Conditions of sale and any conditions which the

purchaser seeks to impose these conditions of sale shall prevail. Where orders specify delivery by

instalments, each such instalment shall be deemed to be a separate contract.

Acceptance of any goods supplied by the Company indicates an acceptance of these conditions.

1. VALIDITY OF QUOTATION

a) The Company reserves the right to refuse the purchasers acceptance of a Quotation given by

the Company unless such Quotation is stated to be open for a specific period and is accepted

within such period before being withdrawn. In the event of the receipt by the Company of an

order from the purchaser, execution of the order is contingent upon availability of goods and will

not be binding on the Company.

b) Once an order has been placed by a Purchaser following on from the issue of a Quotation, no orders

to the Company may be cancelled.

2. PRICES

a) Unless otherwise agreed in writing all orders are executed subject to prices and relevant discounts

ruling at the date of despatch and any price list of the Company whether published or not shall

not affect the right of the Company to charge for goods in accordance with this clause. All

prices are subject to the addition of Value Added Tax at the appropriate rate and all quoted prices

are based on the actual Conditions of Sale at that time

b) The Company reserves the right to make a handling charge on any orders, the total invoice price

of which (excluding VAT) is less than £250.00 or any other such value may be notified in writing to

the purchaser from time to time.

c) Post the placing of an order pursuant to a Quotation, in the event of any change in the cost of raw

materials or labour required to fulfil the order, prices may be subject to an appropriate variation.

3. PAYMENT

a) Unless otherwise agreed in writing of the Purchaser is using third party finance/credit, payment is

due in full as indicated in the Terms shown on the Invoice.

b) Where the contract is to be, or may be, fulfilled in separate instalments, delivery or parts, payment

for each instalment, delivery or part shall be made as if the same constituted a separate contract.

c) No discount or other deductions are allowed unless specified in writing by the Company.

d) The Company will be entitled to charge interest at 3% above the base rate of National Westminster

Bank PLC from time to time on all overdue accounts in accordance with clause 11 on

these Conditions of Sale.

e) Notwithstanding Condition 3 (a) the Company shall without prejudice to it’s other rights, have the

right by notice in writing to the Purchaser to demand immediate payment of all monies due from the

Purchaser to the Company for any goods delivered at whatever time.

4. CREDIT

The Company shall be entitled to refuse to accept any order, or to sell on credit to any

proposed Purchaser without providing any reason

5. CARRIAGE

Unless otherwise stated goods destined for delivery in the UK mainland will be carriage paid by

the Company providing the other is to minimum value as printed on the current price list.

6. CLAIMS FOR SHORT DELIVERY OR DAMAGED GOODS

The Company will not be liable for any loss or damage or shortage during delivery unless the

following instructions are complied with:

a) Notification in writing is received by the Company within seven days of the date of invoice if the

goods are not received.

b) Consignments must be examined immediately on the arrival thereof. If any parcel appears to be

damaged or pilfered the receipt must be clearly marked “Parcel Damaged” or “pilfered”. The

Company must be notified of the damage or short delivery in writing within twenty four hours of

delivery and within four days of delivery a detailed claim must be sent in writing to the Company and

the packaging retained and dealt with as directed by the Company.

7. COMPLAINTS

Unless claims are notified in accordance with clause 6 the purchaser shall be bound to accept and pay for

the goods delivered in accordance with clause 3 (a).

8. DELIVERY AND PASSING OF RISK

a) Unless otherwise agreed in writing delivery shall be made at the Purchasers premises specified in the

order. Risk in the goods shall pass to the Purchaser on delivery

b) Any times quoted for despatch, repair or replacement are estimates only and the Company shall not

be liable for failure to despatch, repair or replace within such time

c) In so far as there is a delay in delivery which is caused by some fault of the purchaser, then the

Company reserves the right to introduce a service charge of £35.00 per week in relation to storage.

d) Where a Purchaser fails to accept deliveries in accordance with the terms and conditions of the order,

the balance of undelivered goods shall be invoiced to the Purchaser, the goods being held at the

Purchaser’s risk and any storage and additional carriage costs being charged to the Purchaser’s

account.

e) The Company will do all in its power to deliver the goods to the Purchaser, but shall not be held

responsible for losses claimed by the Purchaser, if the goods cannot be delivered on time or at all.

9. PASSING OF RISK AND RETENTION OF TITLE

a) Goods are supplied to the Purchaser by the Company subject inter alia to the following terms and

conditions.

b) Notwithstanding delivery and the passing of risk in goods, ownership of the goods shall remain with

the Company until payment in full for the goods, and for all other goods supplied by the Company

to the Purchaser for which payment is then due, has been received by the Company.

c) If payment for the goods is overdue in the whole or in part the Company shall be entitled at any time to

require the Purchaser to return the goods at its own cost to the Company and, if the Purchaser fails to

do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are

stored and re-possess and re-sell the goods or any of them. Payment for the goods shall become due

inter alia immediately upon the commencement of any act or proceeding in which the Purchaser’s

solvency is involved.

d) Until the Company is paid in full for the goods, and all other goods supplied by the Company for

which payment is then due, the relationship of the Purchaser to the Company shall be that of a

fiduciary and bailee with respect to all goods for which payment is outstanding and the Purchaser

shall keep all such goods separate from those of the Purchaser and third parties and properly stored,

protected, insured and identified as the Company’s property. A like right for the Company shall

apply where the Purchaser uses the goods in any way so as to be entitled to payment from a third

party. Until the Company is paid in full as foresaid the Purchaser shall be entitled to re-sell the goods

in the ordinary course of its business but shall account to the Seller for the proceeds of sale of the

goods, including insurance proceeds, and shall keep all proceeds of sale of such goods separate from

any monies of the Purchaser or of third parties.

e) The Purchaser 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 Purchaser does so all

monies owing by the Purchaser to the Seller shall be without prejudice to any other right or remedy

available to the Seller forthwith become due and payable.

10. REFUND POLICY

a) Any deposits are refundable upto 14 days prior to confirmed training date.

b) Cancellations within 14 days of confirmed training date – no deposit refund eligible.

c) No refunds after delivery and training

11. RETURN OF GOODS

a) Subject only to any express terms of a warranty that may apply to the goods purchased as set out in

clause 12, return of goods will not be accepted unless the Company or its appointed agent, shall first

have had the opportunity of examining some and/or confirming the goods may be returned, unless the

Company has agreed otherwise in writing.

b) Any goods returned in accordance with clause 11(a) which, for any reason, is not attributable to the

Company will be subject to a handling charge of 20% of net value.

c) Any returned goods which are claimed to be defective and on inspection are found to be in working

order may be returned to the Purchaser at the Company’s discretion and Purchaser’s cost.

d) Returned goods should, wherever possible, be packed in the original packaging and in any event, be

placed in such a manner to ensure the goods are delivered to the Company without loss or damage.

Goods returned to the Company, which have not been supplied by them, will be returned as received

and a handling and carriage charge will be payable.

12. WARRANTY

Any product(s) supplied by the Company, which fails during its twelve months’ (or extended) warranty

period as a result of faulty workmanship or materials in manufacture, will be repaired or replaced (at the

discretion of the Company), free of charge, providing the product(s) is forwarded to the Company suitably

packed and carriage paid. The Company’s liability for shortage, failure or defect and the goods supplied

shall be limited to the cost of making good such shortage, failure or defect by repair or replacement and

the Company shall not in any event be liable for any direct or indirect damage or loss whatsoever

sustained or liability incurred by the Purchaser. Furthermore, it is the responsibility of the Purchaser to

satisfy itself as to the fitness or suitability of the goods for any particular purpose and the goods are sold

without any warranty, express or implied as to their suitability for a particular purpose or condition save

where the Company has given specific written advice in connection therewith.

13. LIABILITY AND INDEMNITY

a) The Purchaser has certain rights as a customer, including legal rights relating to faulty or misdescribed

goods. Nothing in these Terms and Conditions will affect these legal rights and, in particular, the

Company will perform its obligations under these Terms and Conditions with reasonable care and skill.

All descriptive and forward specifications, drawings and particulars of weights and dimensions issued by

the Company are approximate only, and are intended only to present a general idea of the goods to which

they refer and shall not form part of the contract.

b) Any orders delivered to the Purchaser will be of satisfactory quality. However, if the Company delivers

an order that is not of satisfactory quality, the Purchaser can contact the Company for a repair or

replacement.

c) The Company will not be liable, in contract, tort (including, without limitation, negligence), pre-contract

or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in

connection with the Terms and Conditions for any direct, special, incidental, indirect or consequential

damages including loss of profit, loss of opportunity or any losses related to any business including

(without limitation) lost data, earnings or business interruption that result from the use of, or the inability

to use, the purchased goods, even if the Company has been advised of the possibility of such damages.

14. CORRECTIONS

In the event of any employee of the Company making an error in any term, contract, offer, acceptance

or quotation the Company may by notice in writing to the purchaser correct the error in which

case (provided that the correction is adverse to the purchaser) the purchaser shall be entitled within seven

days of such notice to cancel that portion of the order to purchase to which the said correction relates.

15. PERFORMANCE

Any performance figures given by the Company are based on its experience and are such as the Company

excepts to obtain on test in its works. The Company shall be under no liability for damages or failure to

attain such figures unless the Company has specifically and in writing guaranteed performance

figures and then only subject to recognized tolerances applicable to such figures.

16. SUSPENSION OR CANCELLATION OF DELIVERIES

If the purchaser cancels his order the Company shall be entitled to recover loss sustained thereby

from him. The purchaser will indemnify the Company in respect of any third party claims arising

against the Company by virtue of any act or omission arising out of the companies’ repudiation of the

contact or suspension or cancellation of deliveries under this condition.

17. COPYRIGHT

All drawings descriptions and other information submitted by the Company shall remain the property of

the Company together with the copyright therein and promptly upon request by the Company the

purchaser shall return the same to the Company.

18. DATA

The Company shall keep and use any data relating to the Purchaser in accordance with the provisions of

all relevant data protection legislation to process the Purchaser’s order and payment and (unless the

Purchaser requests the Company does not do so), to inform the Purchaser about similar products that the

Company provides and essential technical updates. The Purchaser may stop receiving this information at

any time by contacting the Company.

19. FORCE MAJEURE

The performance of all contracts is subject to variation or cancellation owing to Act of God. War

Strikes, Lockout, Fire, Drought, Riot, Civil Commotion, restriction by Government or other competent

Authority or any other cause beyond the companies control, or owing to the companies inability

to procure materials or articles except at enhanced prices due to any of the afore going clauses.

20. HEALTH AND SAFETY

a) The Buyer shall be responsible for ensuring that all statutory, government or local regulations are

complied with in relation to the operation of any goods purchased from the Company. Should any

local regulations require amendments to the specification the cost of any such amendments shall be

charged to the account of the Buyer in addition to the original contract price. The Buyer shall ensure

that all instructions, handbooks, notices and warnings issued by the Company are properly

understood and complied with at all times by all persons using the goods or working within close

proximity to them, the Buyer being responsible for the translation of the English narrative supplied

by the Company.

b) It is the Buyer’s responsibility to ensure that any adverse incidents relating to the goods are

reported back to the Company in writing as soon as possible following any such incident taking place.

21. EXCLUSIONS

Save, as provided by these Terms and Conditions and save for the companies, implied undertaking as

to title etc. contained in S. 12 of the Sale of Goods 1979 (liability for death or personal injury resulting

from negligence) all other obligations and liabilities whatsoever of the Company whether in contract

or in tort or otherwise excluded.

22. LEGAL CONSTRUCTION

These Terms and Conditions and any contract following thereon shall be governed by and construed in

accordance with the Laws of England and Wales and Wales and the parties shall submit to the jurisdiction

of the English Courts.