CONDITIONS OF SALE
These conditions are written mainly in plain English. In these conditions “we” means Stanley Black & Decker UK Limited or Stanley Black and Decker Ireland, subsidiaries of Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland, and “you” means the person who accepts a quotation for the sale of the goods and whose order for the goods is accepted by Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland
1. Quotations and Orders
a) All quotations are made and orders accepted under the following conditions. We must give written agreement to new or altered conditions. All orders accepted by us are under these conditions and not your conditions.
b) Orders must be for boxes or cartons of items. We can vary order quantities to meet this condition.
c) You cannot return any goods unless you have our permission, and only with an approved Returns Material Authority number.
d) Each order will be delivered to one address. We will only deliver to your address and not a third party.
e) Once we have processed an order you cannot cancel or change it. As we continuously improve our products we can alter specifications without telling
you and in these circumstances you have no right to cancel any order to claim damages. Made to order goods cannot be cancelled under any circumstances once the order has been accepted.
f) The price we charge you for the goods is the price of them on the date of your order. We will add V.A.T. to our prices at the proper rate on the date we send the goods.
g) Any goods shall be sold subject only to these terms and conditions and, for the avoidance of doubt, shall not be sold upon any sale or return basis.
a) We will try to meet all delivery dates, but we are not legally liable for any delay in delivering or any losses caused by a delay. Time shall not be of the essence for delivery.
b) Standard terms of delivery are DAP (Delivered at Place) unless otherwise stated.
c) Unless we agree otherwise we will deliver goods by our standard delivery service choosing the most convenient and economical method available at the time of delivery. We will only make deliveries by other means if you ask us to and you pay.
d) We will deliver and collect goods in normal working hours unless we have agreed otherwise. If this is inconvenient and you ask us to deliver or collect
goods at a different time there will be a charge.
e) Carriage charges are paid on all orders of a minimum net value. No orders, apart from spare parts will be accepted below this value.
3. Risk of Loss
a) Once the goods have been delivered to your premises you are responsible for any loss or damage caused to the goods after you have received them.
b) You must examine the goods immediately when they are delivered and tell us about any damage to, or shortages of, boxes and / or cartons within two working days. If the contents of any cartons are missing or damaged you should tell us within fifteen working days of the date of the invoice. When the goods are delivered you must also write details of any visible damage to the goods on the carrier’s delivery sheet.
4. Accepting Goods
We will assume you have accepted the goods fifteen business days after they have been delivered unless you tell us about any complaints within that period. Also, if you, your agents, employees or licensees have used the goods, we will count this as accepting the goods.
a) We only guarantee that when we deliver the goods they will not be damaged or have any faults. We are not liable for fair wear and tear.
b) If you think that the goods are faulty you should tell us and wait for an instruction to either return the goods to a place we tell you or keep the goods for us to inspect. If we accept that there is a fault we will either repair or replace the faulty part or parts or refund the original price of the goods.
c) The situation described in 5(b) above shall not apply to the following:
1) any goods which have been repaired or altered by somebody who isn’t an employee of ours.
2) goods which have been mixed with other goods or used to create other products.
3) any goods which, in our opinion, have been subject to any accident or to damage or which have been improperly stored, maintained or used.
d) We are not liable for the following:
1) any direct loss or damage except the liabilities we have already mentioned.
2) any indirect, consequential or incidental loss or damage of any kind (including loss of profits, revenue or contracts) or for any damage to or destruction of any property.
3) injury to, or the death of, any person unless that injury or death is caused by our carelessness or that of our employees.
e) Our only guarantees, conditions and liabilities are those given in this document.
f) You must indemnify us against all claims, actions, costs, losses, damages or expenses caused by or in connection with the goods unless we are liable under these conditions.
g) If we repair or replace any goods under 5(b) we will take the date that the repair is finished or the goods are replaced to be the date on which the goods were delivered.
6. ‘Force Majeure’
Without prejudice to any other terms of this agreement we are not liable for any act or omission or if we do not enforce, or we delay enforcing any condition in this Agreement because of any circumstances or causes beyond our control.
a) Payment is due at the end of the following month from the date of Invoice unless otherwise advised.
b) If you delay paying for no good reason we may choose to suspend all deliveries to you until we have received all payments which are due.
c) If you do not pay within our terms we reserve the right to charge interest in accordance with the provisions and rates provided in The Late Payment of Commercial Debts (Interest) Act 1998.
d) If you disagree with an invoice you must tell us about this within 7 days of
receiving the goods, and that if our investigation confirms that your query is
justified you do not need to pay for the amounts disputed on the invoice or any interest due.
8. Owning the Goods
Ownership and title to the Goods shall remain with Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland until
a) You have paid in full for the goods.
b) You have made full payment for any other goods or products supplied under any contracts or on any account whatsoever between Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland and all other sums whatever due from you to Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland have been paid in full.
c) If you pay by cheque, bill of exchange or promissory note, we own the property until the same has been honoured. We may apply any payments you make to any of your invoices which we see fit.
d) Until you have paid for the goods you will be acting as our fiduciary agent and bailee. You must keep records of the goods and store the goods in a way that makes them clearly identifiable as being our property. These goods should be insured by you or as part of your general insurance cover. We will assume that any goods you have which we supplied belong to us (unless you can prove otherwise)
e) If you:
1) make any arrangement with your creditors;
2) go into liquidation;
3) appoint a receiver to manage all or part of your assets;
4) fail to make payment for the goods; or
5) cannot, in our opinion pay your debts; then, we have the following rights:
1) to enter any property and repossess the goods without giving you
2) to give you written notice that you must not sell or get rid of the goods until we have received full payment for them.
3) to cancel any undelivered goods and stop any goods that are being transported to you.
f) At any time we may give you the ownership of the goods if we give you notice of our intention to do so. Under condition 8(c) ownership of the goods will pass to you when you sell or get rid of goods which we own immediately before you sold or got rid of them.
g) We may sue you for the price of the goods when the payment is due even though the ownership of the goods may not have passed to you.
h) In any circumstances prevailing under clause 8e) (1)-(5) then we shall in respect of any rebate arrangement with you exercise our unfettered right to offset any sums due from you against any amount on our accounts receivable ledger by way of credit note under any rebate arrangement, in full or part satisfaction of any sum due to the Company by you.
i) In respect of clause 8h) you the Customer undertake to keep us informed upon written 14 day notice of any event or circumstance that places your business in a precarious financial position which may lead to an administration order bankruptcy or liquidation and we undertake to provide you with written 7 day notice of our intention to exercise our rights by way of right of offset.
9. We may impose restrictions on the reselling of goods, subject to U.K. and E.E.C. trading laws.
10.If any condition or part of condition in this Agreement is not valid or cannot be enforced this will not affect any part of the condition or Agreement.
11.If the ownership of your company changes we will automatically cancel this Agreement and negotiate a new one.
12.These conditions of sale only apply to your company and your own branch companies which carry out similar trade. They are not offered to your associate companies, either within or outside its trade unless we agreed this when we were negotiating this Agreement.
13. You shall and shall procure that your officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of you in connection with this Agreement shall:
a) not commit any act or omission which causes or could cause it or Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland to breach or commit an offence under any laws relating to anti-bribery or anti-corruption;
b) comply with Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland anti-corruption policy as updated from time to time, a current copy of which is available upon request;
c) keep accurate and up to date records showing all payments made and received and all other advantages given and received by it in connection with this Agreement and the steps it takes to comply with this condition and permit Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland to inspect those records as required.
d) promptly notify Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland of any request or demand for any financial or other advantage received by it; and any financial or other advantage it gives or intends to give whether directly or indirectly in connection with this Agreement; and
e) promptly notify Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland of any breach of this condition. Stanley Black & Decker UK Limited or Stanley Black & Decker Ireland may terminate this Agreement immediately by giving notice to that effect to you if you are in breach of condition 13.
This Agreement, for all purposes, is governed and construed by the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
Unless we have agreed otherwise in writing, our standard conditions of sale also apply.