TERMS AND CONDITIONS
1.1 “Buyer” means the person ordering goods or services from the Company. “Company” means Silver Fox Limited, Swallow Court, Swallowfields, Welwyn Garden City, Hertfordshire, AL7 1SA. “Goods” means the products which the Company is to supply subject to these terms including any part or parts of them.
1.2 Telephone, email and postal orders: an order placed by telephone, email or post shall only be deemed to be accepted when the Company dispatches the Goods, at which point a contract shall come into existence on these terms.
1.3 Website orders: if an order is placed via the Company’s website, the Company will send an automatic order acknowledgement. However, this does not mean that the order has been accepted. The order will only be deemed accepted when the Company dispatches the Goods at which point a contract shall come into existence on these terms.
1.5 No waiver, alteration or modification of these terms shall be binding unless in writing expressly incorporated and signed by a Director or the Secretary of the Company.
1.6 The Company’s employees and agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in writing. The Buyer hereby waives any rights in breach of any representations not in writing.
1.7 The use and application of the Goods is entirely at the Buyer’s risk. It is the responsibility of the Buyer to satisfy itself that the Goods are suitable for the Buyer’s intended purpose.
1.8 The Company reserves the right to adjust dimensions and/or make any changes in the specification of Goods at any time which are considered by the Company not to materially affect their quality or performance. The Company reserves the right at all times to alter unit quantities of any Goods and to supply Goods in multiples of unit quantity at its discretion and to invoice accordingly.
2.1 The price of Goods shall be the price quoted or, where no price is quoted, the Company’s normal selling price of the Goods at the date of acceptance of the order.
2.2 The Company’s website contains a large number of products. It is always possible that, despite the Company’s reasonable efforts, some of the products on the website may be incorrectly priced. If the Company discovers an error in the price of Goods that have been ordered via the website, the Company will contact the Buyer to inform them of this error and give the Buyer the option of continuing to purchase the Goods at the correct price or cancelling the order.
2.3 At any time prior to delivery the Company may give notice to the Buyer of an increase in price of the Goods to reflect any increase in cost of the Goods to the Company due to any factor beyond the control of the Company.
2.4 If, after the date of an order and before delivery of the order, there is an increase in the price of the Goods, then this increase in price shall be charged to and paid by the Buyer.
2.5 Quotations are subject to acceptance within 30 days from the date of quotation.
2.6 The Company is under no obligation to supply the Buyer with price lists.
2.7 Except as otherwise stated herein or agreed in writing all prices are on an ex-works basis and the Buyer is liable to pay the Company’s charges for transport, packing and insurance.
2.8 All prices are exclusive of V.A.T and any other applicable purchase tax which shall be payable by the Buyer in addition to the price of the Goods at the applicable rate.
2.9 If any provision of these terms is held by any competent tribunal or arbitrator to be invalid or unenforceable in the whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.
3. Settlement Terms
3.1 The Company may invoice the Buyer at any time on or after the dispatch of the Goods and the Buyer shall pay the price stated on the invoice plus any applicable VAT. Dependent on the value of the order, credit maybe given up to 30 days from date of invoice, subject to satisfactory (i) credit application (ii) trade references and/ or credit reports. Silver Fox reserve the absolute right to close an account due to poor payment record or account becoming dormant. 3.2 If Goods are ordered via the Company’s website, the Buyer may be required to make payment in full at the time the order is placed. If the Company is unable for any reason to supply Goods ordered:
3.2.1 the Company will inform the Buyer and will not process the order; and
3.2.2 if the Buyer has already paid for the Goods, the Company will refund the full amount paid (including any delivery costs charged) as soon as possible. 3.3 If the Goods are to be collected by the Buyer or if the Buyer wrongfully fails to take delivery of the Goods, the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
3.4 The Company may issue monthly statements of account. The Company will not enter into any correspondence relating to disputes arising therefrom unless such disputes are submitted in writing to the credit controller of the Company within 14 days of the date of a disputed monthly statement.
3.5 The Company reserves the right to suspend deliveries and to revoke any other trading benefits for non-compliance with payment terms.
3.6 The Company reserves the right to impose a late payment charge on invoices not settled within the period stated in clause 3.1 at the rate of 3% of the invoice total per month or part thereof and may compound such interest charges on a monthly basis.
4.1 Title to the Goods shall not pass to the Buyer until it makes full payment for the Goods or resells the Goods, whichever is the earlier.
4.2 Until title passes, the Buyer will not interfere with or remove any packaging or identification marks or batch numbers which identify the Goods as the Company’s property and the Buyer shall store Goods separately or label them so that they can be identified as belonging to the Company. The Company has the right to enter any premises where the Goods are stored to verify this.
4.3 If, before title passes, the Buyer becomes insolvent, is declared bankrupt or makes any proposal to his creditors for any composition or voluntary arrangement or, if the Buyer is a company, an administrator, supervisor, administrative receiver or liquidator is appointed in respect of its business, the Buyer’s right to use or resell the Goods shall terminate and the Company has the right to enter any premises where the Goods are to recover them and may, if necessary, detach or remove the Goods or any part of them from anything to which they may be attached.
5.1 Delivery dates are approximate and time for delivery shall not be of the essence. The Company shall not be liable for any loss, penalties or damage, direct or indirect, occasioned by delayed delivery and in no case shall delay be a ground for rejecting Goods.
5.2 All offers of Goods from stock are subject to Goods remaining unsold at the time of receipt of order.
5.3 Where Goods are delivered in instalments each delivery shall constitute a separate contract and any delay or failure to deliver any instalment shall not entitle the Buyer to treat the contract as a whole as repudiated.
5.4 The Buyer must notify the Company of any non-delivery or delivery of an incorrect quantity of Goods within 10 working days of the date of delivery. If the Buyer fails to do this it shall not be entitled to a credit in respect of such non-delivery or delivery of an incorrect quantity.
5.5 If the Company fails to deliver the Goods for a reason other than any cause beyond the Company’s reasonable control or the fault of the Buyer, the Company’s liability to the Buyer shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
5.6 If the Buyer fails to call for or take delivery of the Goods the Company may store the Goods until actual delivery for the reasonable cost of storage or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the contract price or charge the Buyer for any shortfall below that price.
5.7 Risk of damage to and loss of the Goods will pass to the Buyer:
5.7.1 if ex-works, at the time when the Company notifies the Buyer that the Goods are ready for collection; or
5.7.2 if the Goods are to be delivered to the Buyer, at the time of delivery (or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Company first attempts to deliver them).
6. Return of Goods and Cancellation of Orders
6.1 In the event that the Buyer mistakenly orders or the Company supplies the wrong Goods, the Goods may, subject to clause 6.2, be returned and replaced as follows:
6.1.1 the Buyer must advise the Company of the error within 48 hours of receipt of the Goods and obtain the prior agreement of the Company to exchange the Goods;
6.1.2 the Buyer must return the Goods properly and securely packaged in their original state, condition and packaging to the Company by pre-paid carrier service or otherwise as the Company directs within 10 working days;
6.1.3 if the Goods were incorrectly ordered, the Buyer must pay the costs of delivery (of the original and any replacement Goods), of return, a re-stocking charge and any price difference between the original and any replacement Goods;
6.1.4 if the Goods were mistakenly supplied, the Company will pay the costs of return (such costs not to exceed the original cost of delivery of the Goods), and the delivery costs of the replacement Goods.
6.2 The Buyer may not cancel a mistaken order for Goods which have to be manufactured or made up specially (whether in the Company’s sales literature or otherwise) or for Goods which are not the Company’s current stock.
7. Defective Goods and Liability
7.1 The Company undertakes reasonable product testing (for details see Product Testing Datasheets). However, if any defect or failure occurs then the following clause sets out the only remedies available to the Buyer.
7.2 The Company warrants that, on delivery and for a period of 12 months from the invoice date or 6 months after installation, whichever period is shortest, the Goods will be of satisfactory quality. The Buyer agrees to inspect the Goods on delivery and notify the Company of any obvious defects within 7 working days of delivery.
7.3 The Company’s liability in respect of any defect in or failure of the Goods is limited to the supply of replacement Goods or the repair of defective Goods provided that:
7.3.1 the Goods have been installed and used properly; and
7.3.2 the Goods are returned to the Company at the Company’s cost if so requested; and
7.3.3 the defects must arise out of faulty design or the use of faulty materials or bad workmanship on the part of the Company.
7.4 The provisions of clause 7.3 shall apply to any repaired or replacement Goods.
7.5 In respect of Goods not of the Company’s manufacture the Manufacturer’s or Distributor’s or Supplier’s warranties will apply. These warranties extend only to repair or replacement, at the option of the Manufacturer or Distributor or Supplier, of warranted Goods which are returned, carriage prepaid to the Company by the Buyer and which have been determined by the Company or the Manufacturer or Distributor or Supplier to be defective. These warranties do not apply to any Goods which have been:
7.5.1 repaired or altered; or
7.5.2 subjected to misuse, neglect or accident.
7.6 The Company shall have no liability to the Buyer in respect of Goods which do not conform with their specification due to:
7.6.1 changes or adjustments made by the Company under clause 1.8; or,
7.6.2 for Goods not of the Company’s manufacture, changes made by third party suppliers which do not materially affect the quality or performance of the Goods.
7.7 If the Buyer is aware that Goods are not in conformity with their specification and, notwithstanding, accepts them, the Company shall have no liability.
7.8 All other warranties and conditions, whether express or implied, statutory or otherwise as to quality or fitness of the Goods for any purpose are hereby excluded.
7.9 A warranty claim shall not be valid unless received by the Company within 30 days following discovery of the fault and shall not in any case be valid unless submitted within 12 months of the invoice date or 6 months after installation, whichever period is shortest.
7.10 The Company cannot be held responsible for errors in drawings, information, artwork or samples after they have been approved by the Buyer.
7.11 The Company shall not in any circumstances whatsoever or howsoever arising be liable to the Buyer for any loss of profit or consequential loss arising out of any defect in the Goods supplied by the Company.
7.12 The Company does not make any representations or warranties regarding the suitability of any product for particular or specific uses and accepts no liability whatsoever in relation thereto. Selection of Goods for particular or specific purposes is the sole responsibility of the Buyer.
7.13 Nothing in these terms shall limit or exclude the Company’s liability for (a) death or personal injury caused by its negligence or (b) fraud or fraudulent misrepresentation.
The Buyer shall hold the Company harmless against any loss, damage or expense resulting from infringement of patents or trade marks arising from compliance by the Company with the Buyer’s design, specifications or instructions.
9. Statutory Observance
The Company shall be relieved of all liability whatsoever and to the extent to which fulfilment of its obligations is prevented, frustrated or impeded as a consequence of conforming to any statute, or any rule, regulation, order or requisition made thereunder, or by any cause beyond its control.
10. Health and Safety at Work Act etc.
The Company cannot accept any liability whatsoever for any misuse of Goods. For these purposes “Misuse” shall include but without limitation the handling of Goods by persons not suitably trained or skilled or qualified or in a manner which is contrary to best practice in the relevant industry.
11. Proper Law and Jurisdiction
These terms shall be interpreted in accordance with English Law and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
V5.0 – Nov 2016