GENERAL TERMS & CONDITIONS OF TRADE

1. Definitions

When the following words with capital letters are used in these Conditions, this is what they will mean:

Company: Skoulikas Bedford Ltd (registered in England and Wales with company number 02485291)
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Company.
Goods: the goods that the Company supplies to the Customer.
Order: the Customer’s order for the Goods.

2. Entire Agreement

These Conditions and the documents referred to in them constitute the entire agreement between the Company and the Customer. They supersede any previous agreement between them, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document. In the event of any inconsistency between these Conditions and the terms of the Order, the terms of the Order shall prevail. No employee or agent of the Company has authority to vary, add or depart from these general terms and conditions of trade or to make any representations in relation to the goods sold or any services provided hereunder or the contract made herein.

3. Statutory Rights

The provisions of these general Conditions of Sale shall not prejudice the statutory rights (if any) which may, notwithstanding these Conditions of Sale, be guaranteed to the Customer by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 as amended by the Sale of Goods and Supply of Services Act 1980, save and to such extent as it may be lawful to exclude same in relation to any particular sale.

4. Limits of the Contract

The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

5. Quotations

If a quotation is provided by the Company to the Customer, this shall not constitute an offer. A quotation shall only be valid for 7 (seven) days from the date on which it is issued (unless otherwise stated on the quotation).

6. Delivery and Risk

The company shall endeavor to keep to any stated delivery date, but no liability is accepted for loss, damage or expense resulting from any delay in same whether such delay be caused by circumstances over which the Company has control or otherwise.

The Company’s Delivery Note shall be conclusive evidence of the quantity of goods delivered.

The risk of the goods shall pass to the Customer upon delivery of the goods at the Customer’s trade premises. Where the Customer agrees to take delivery elsewhere than at the Customer’s trade premises the risk in the goods are delivered in accordance with the Customer’s instructions, and for the avoidance of doubt, delivery shall be completed when the goods are unloaded from the Company’s delivery vehicle or loaded onto the Customer’s collection vehicle, as the case may be.

If any order for Goods is to be delivered by several instalments, each such instalment shall be treated as a separate Contract, and shall be invoiced and paid in accordance with the provisions of the Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. The Company shall be entitled to suspend or cancel delivery whilst payment is overdue in respect of any previous instalment or under any other contract with the Customer, without prejudice to the exercise of any other rights hereunder or under any other such contract.

Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods.

Until payment in full of the price of the Goods and of other sums payable to the Company by the Customer:

The property of the goods shall remain with the Company.
The Customer shall store and keep the goods as bailee for the seller in such manner that they can be clearly identified as being the property of the company.
Pending the passing of the property, the Customer is authorized to deal with the goods upon condition that any proceeds of the sale of the goods or the portion thereof attributable to the goods shall belong to the seller.
The Customer hereby grants the Company an irrevocable license to enter upon any premises of the Customer for the purpose of repossessing the goods.

Where Goods are delivered outside of the United Kingdom the Customer will be responsible for complying with all necessary legal import and shipping documentation and to ensure the Goods comply with local regulatory and legal requirements.

7. Price

The Company reserves the right to alter its prices as the specifications, types or quality of the Goods at any time. The Goods are sold subject to prices and conditions ruling at the time of the invoice. The entering of an Order and its acknowledgement by the Company shall not be construed as its acceptance at any particular price.

8. Payment

Payment for the Goods shall be due prior to delivery and the Company may suspend delivery until payment is made in full and cleared funds unless the Customer has an approved credit account expressly agreed in writing with the Company. Where the Customer has an approved credit account expressly agreed in writing with the Company, the Customer shall pay each invoice submitted by the Company:

within the credit terms set out on the credit application form;
in full and in cleared funds to a bank account nominated in writing by the Company,
time for payment shall be of the essence of the contract.

The Company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Customer.

If payment is not made in accordance with the provisions, or if at any time the Company has bone fide doubts about the solvency of the Customer, the Company may refuse delivery of any of the goods remaining to be delivered until arrangement as to payment or credit have been established to the reasonable satisfaction of the Company.

The Company reserves the right to charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as amended or modified, and in force from time to time, on any sums outstanding after the due date for payment. This is calculated on a daily basis at a rate of 2% a month from the date on which payment was due until the date on which payment in full is received by the Company.

9. Defective Goods

Any shortage or damaged goods in a delivery must be reported to the Company within 3 days of receipt of goods with documentary proof. The Company will at its sole discretion, replace or repair the goods or refund the value of the goods. The Company will not, in any circumstances whatsoever, be liable for any incidental or consequential loss arising directly or indirectly from the supply of faulty or damaged goods, or from short or non-supply of goods. Liability of the Company will be limited to the cost of replacing damaged goods.

The foregoing warranty does not extend to any Goods, which have been:

accidentally damaged, neglected or used in any way so as to adversely affect their quality or use under normal conditions.
used after the Customer has given notice.
used in any way which does not conform with the Company's instructions.
altered as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

These Conditions shall apply to any replaced Goods supplied by the Company.

The Customer must preserve whatever rights of action it may have against third parties in respect of such loss, defects or damages to the Goods.

10. Indemnify

The Customer shall at all times keep the Company indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of the contract herein contained with the Customer and the Goods or services supplied hereunder.

11. Set off

The Company shall be entitled at any time whatsoever without notice to theCustomer to set-off amounts due on any account whatsoever by the Company to the Customer against amounts due on any account whatsoever to the company by the Customer. The Company shall be entitled at any time to transfer its rights against the Customer (or to any of its affiliates) to any member of its group, its affiliates, or any other entity in which it has an interest.

12. Courier Returns

Customers who receive their orders via couriers and wish to return goods must obtain agreement from the Company’s customer support first. Goods can only be returned to the courier if they have an uplift note. If goods arrive in an unsatisfactory condition, the Customer must sign the courier’s delivery note not the Company’s as received damaged. If this procedure is not followed, the Company may refuse the credit claim.

13. Suspension or Termination on Breach

The Company reserves the right to suspend, delay or terminate any contract or to require payment in advance if the Customer is in breach of any of its obligations to the Company, if the Customer suffers execution or distress to be levied upon any of its property, or if (being an individual) the Customer become bankrupt or make any arrangement with its creditors, or (being a company) enter into liquidation (whether compulsory or voluntary), or shall have a receiver or administrative receiver appointed of all or any of its assets. Upon occurrence of any of the above events the Company shall (in addition to its right to recover from the Customer all sums due to the Company) have the right to recover or deduct or set off the amount of any loss, damage or expense incurred by the Company by reason of the Customers breach and (in the case of termination of any contract) the right to recover any Goods supplied and to retain or sell them. The Company also shall be entitled to withhold any monies that are owed to the Customer by the Company as contra payment of any of the above breaches.

14. Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 2 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

15. Laws

These Terms and Conditions of Trade and all other express terms of every agreement between the Company and the Customer concerning the supply of Goods and services shall be governed by and construed in all respects in accordance with the laws of the United Kingdom and the Customer and the Customer agrees in all respects in accordance with the laws of the United Kingdom and the Customer agrees to submit to the non-exclusive jurisdiction of the Irish Courts in relation to any matter arising hereunder in dispute. If any provisions of these Terms and conditions of trade shall be determined by a court of competent jurisdiction to be void or unenforceable the other terms and conditions shall remain unaffected and enforceable.

16. Headings

Paragraph headings in these Conditions of Sale are for ease of reference only and shall have no legal effect whatsoever.