Terms & Conditions
SHELBOURNE REYNOLDS ENGINEERING LTD. ("Shelbourne")
Standard Terms & Conditions
1. These are the terms on which Shelbourne supplies Goods and services to dealers. No variation to these terms, nor any other terms and conditions by you, shall be of any effect unless such variation or terms are expressly accepted in writing, signed on behalf of Shelbourne. If you have a distribution agreement, then the terms of such agreement may prevail over these terms and you should consult its text.
2. Any prices quoted by Shelbourne remain for thirty days and do not include VAT or any other applicable costs.
3. You are responsible for ensuring the accuracy of all orders placed and the suitability of the products for your needs and/or the needs of your customers. In agreeing to purchase you acknowledge that you have not relied upon any advice or representation made by or on behalf of Shelbourne other than any that are confirmed in writing.
4. Shelbourne shall not be obliged to supply any particular products unless and until they have issued a written acknowledgement of order.
5. Whole Goods and Stock Orders for Parts- All prices given will include packaging and delivery to the agreed delivery address. Other Parts Orders- All prices exclude packaging and delivery.
6. Shelbourne reserve the right to vary the contract price if there is, between quotation and supply, any material increase in the cost to Shelbourne of complying with the contract. Details of the reasons for such increase will be supplied at request.
7. The Shelbourne price list and the discounts comprised in the Trade Terms are indicative only and may be varied from time to time. Notice of such variations will be given as soon as practicable. Such variations shall not, unless made pursuant to clause 6, affect orders acknowledged at the time of notification.
8. Shelbourne reserve the right at any time to alter product specifications, either if such alterations do not materially affect your requirements or in any event if such alteration is necessary to comply with regulations or legal requirements.
Time of Delivery:
9. Where any time or period has been agreed for delivery of the Goods such time is an indication only. Unless otherwise accepted by Shelbourne in writing, time shall not be of the essence. You must make your arrangements accordingly and Shelbourne shall not be liable for any loss arising from a failure to meet such dates.
10. Shelbourne shall not be liable for any failure to comply with any part of the contract if such failure is due to circumstances beyond their reasonable control. Shelbourne shall notify you of the existence of such circumstances. Where these are likely to result in a delay for a period of one month beyond the indicated delivery date you may terminate the contract. If Shelbourne’s ability to perform any part of the contract is dependent upon the existence of a license or contract from another the termination of such license or contract shall be deemed a circumstance beyond their reasonable control.
Quality of Goods:
11. Subject to the warranties that Shelbourne are giving you (see separate Warranty Policy) and except where you are purchasing otherwise than in the course of a business, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. In any case, except in respect of death or personal injury caused by Shelbourne’s negligence, Shelbourne shall not be liable to you by reason of any representation or implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expense or other claims for consequential compensation whatsoever (and whether caused by the negligence of Shelbourne, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods of their use or resale by you.
13. Shelbourne may raise their invoice, in the case where Goods are to be collected from Shelbourne's premises, on your being notified that the Goods are available for collection and, in any other case on delivery. All invoices are payable in accordance with the payment terms agreed at point of order. These may be varied in accordance with Clause 7. In the event that payment is not made on the agreed payment date Shelbourne may, in addition to all other remedies;
(a) Require you to pay interest under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate equivalent to 8% above the Bank of England base rate from time to time, and require you to pay any debt recovery costs as outlined under that act.
(b) Suspend any deliveries under any contract with you.
14. In the event that you make a voluntary arrangement with your creditors, become subject to an administration order, go into liquidation, become bankrupt or a receiver is appointed of any of your property or assets or you cease, or threaten to cease, to carry on business, or if Shelbourne reasonably suspects that any of the foregoing may be about to happen then in any such case;
(a) Shelbourne shall be entitled but not obliged to cancel the contract without further liability.
(b) If the Goods are delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
Retention of Title and Risk:
15. Risk in the Goods shall pass on payment of the Goods or delivery of the Goods to the agreed delivery address.
16. The legal and beneficial title of the Goods supplied shall only pass on full payment of the contract price.
(a) Until such time as the property passes, you shall hold the Goods as Shelbourne’s fiduciary agent and bailee and shall keep the Goods properly stored, protected and identified as Shelbourne property.
(b) You may resell or use the Goods in the ordinary course of your business but you may not do so if any of the events referred to in Clause 14 above have occurred.
(c) If you resell the Goods then you must keep in a separate account part of the proceeds of sale, equivalent to the amount payable to Shelbourne. That amount must then be paid over when due.
(d) Shelbourne may at any time whilst payment is due but unpaid, require you to deliver up the Goods or proceeds and if you fail to do so forthwith, enter upon your premises to repossess them.
(e) In addition to the above, should you owe any other sums to Shelbourne on any other account whatsoever, the legal and beneficial title to any Goods supplied shall not pass to you until all such amounts have been paid.
(f) These sub clauses are separate and the invalidity of any of them shall not affect any other.
17. If any provision of these conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.
18. Each contract to supply Goods is a separate contract governed by these terms and expect as stated at 14(b) a breach of one contract shall not entitle you to any remedy in respect of another.
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