TERMS AND CONDITIONS

Application and entire agreement

These Terms and Conditions will apply to the purchase of the goods sold to you  by  Solent Engineering services ltd a company registered in England and Wales under number 7192959 whose registered office is at unit 1 north Leigh farm , main rd. , Birdham , Chichester , west Sussex, po20 7by

These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Goods

The description of the Goods is set out in our sales documentation, In accepting the document you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

The price of the Goods is set out in our documentation current at the date of your order or such other price as we may agree in writing.

Any increase in the Price under the clause above will only take place after we have told you about it.

You may be entitled to discounts. Any and all discounts will be at our discretion.

Payment

We will invoice you for the Price prior to delivery

You must pay the Price within 5 days of the date of our invoice or otherwise according to any credit terms agreed between us.

All payments must be made in British Pounds unless otherwise agreed in writing between us.

Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

We will arrange for the delivery of the Goods to the address specified in the documentation If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.

Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Inspection and acceptance of Goods

You must inspect the Goods on delivery or collection.

If you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.

Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.

We will be under no liability or further obligation in relation to the Goods if:

if you fail to provide notice as set above; and/or

you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or

the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or

the defect arises from normal wear and tear of the Goods; and/or

the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

You bear the risk and cost of returning the Goods.

Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.

Risk and title

The risk in the Goods will pass to you on completion of delivery.

Title to the Goods will not pass to you until we have received payment in full

As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Termination

We can terminate the sale of Goods under the Contract where:

you commit a material breach of your obligations under these Terms and Conditions;

you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;

you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or

Limitation of liability

Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.

Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:

any indirect, special or consequential loss, damage, costs, or expenses; and/or

any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or

any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or

any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or

any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications

All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

Notices will be deemed to have been duly given:

when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

on the fifth business day following mailing, if mailed by national ordinary mail; or

on the tenth business day following mailing, if mailed by airmail.

All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Data protection

When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.

The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found in the main office . For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: solentengineeringsales@btconnect.com.

Circumstances beyond the control of either party

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

No Waiver

No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.