Terms & Conditions

These terms and conditions ("the Conditions") shall form part of and govern any contract ("the Contract") resulting from any invoice including the invoice of which these conditions form part ("the Invoice") issued by SMUK Solutions Limited ("the Company") to any person, firm, company, governmental or other authority ("the Buyer") for any of the company's goods ("the Goods").

1. GENERAL

No variation or waiver of these Conditions or of the Contract shall be binding upon the Company unless the same has been agreed by the Company in writing and signed by a duly authorised officer of the Company.
The Company reserves the right to correct ant typographical or clerical errors in quotations, specifications or the Invoice.
Information contained in catalogues, brochures quotations or any other publicity literature is only given as an approximate estimate and may be varied or amended by the Company at any time without notice.

2. ORDERS

No quotation by the Company shall constitute an offer; the Contract shall be made (and made only) upon the Company's acceptance in writing of the Buyer's order made by an authorised representative of the Company, which shall be deemed to have been made when the order confirmation is issued to the Buyer.
Offers remain valid unless otherwise specified during a period of 30 days from the date of the order form, but may be accepted by the Company at any time within that period.
In the event of any conflict between any clause or special condition of purchase on the Buyer's order form and the Conditions, the Conditions shall prevail.
Any change notified by the Company either on the order confirmation or on the invoice shall be deemed to have been accepted by the Buyer unless the latter notifies the Company in writing within 8 days of the date of the order confirmation or the invoice of his non-acceptance.
The Company may require the Buyer to pay the Company a deposit at the time that an order for the Goods is placed by the Company with the Buyer. Such deposit shall be up to half (1/2) of the Invoice Price. In the event of cancellation of the order by the Buyer on less than 14 days notice prior to delivery the Buyer will forfeit the deposit or if no deposit has been paid will be invoiced up to half (1/2) of the invoice price by the Company.
All offers to supply goods from stock are subject to the Goods being unsold at the time of receipt by the Company of the Purchaser's order.

3. PRICES

All quoted lists, quotations and estimates are subject to alteration without notice. The Company reserves the right to increase its prices at any time to take into account any increase in price which the Company may be liable to pay to the manufacture of the Goods supplied under the contract after the Invoice date whether such increased prices are owing to increase manufacturing costs, exchange rates fluctuations or otherwise.
All quoted Prices are exclusive of VAT or other turnover tax. Prices in order confirmations are in sterling and the cost of fixing a sterling price will be invoiced to the Buyer.

4. DELIVERY

Delivery times specified on the order confirmation are given by way of estimate only and in no circumstances shall the Company be liable for any delay in transit or for consequential loss arising to the Buyer or third parties as a result there thereof once the Goods have been collected by or delivered to the liable at all if the Goods shall not have been in its possession or control at any time and the Buyer shall not be entitled to reject the Goods nor withhold payment by reason of the Company’s failure to meet a delivery date.
The Company reserves the right to delay or suspend deliveries if the Buyer fails to observe the payment terms in the Conditions or if the Buyer fails to supply relevant technical commercial information and documents or information required to the Company in time to meet the Delivery Date or fails to obtain any required official or third party consents necessary for execution of delivery.
The Company may undertake in writing, in certain cases to do its utmost to comply with a certain delivery date but even in these cases any liability of the Company and any agent of the Company shall be excluded in the event of force majeure or legislation, decrees or orders of any government or country, the Company shall be prevented from fulfilling its obligations then it may give notice thereof to the Buyer and its obligations under the contract.
The Company shall at all times have the right to make delivery of the goods by one or more instalments. The non-delivery of one instalment does not give the right to the Buyer to refuse the delivery of the rest of the instalments agreed.
The Company reserves the right to deliver 10% more or less, as regards quantity or weight, than the Goods ordered by the Purchaser and the price payable by the Purchaser shall depend on the actual quantity or weight delivered.
If the Buyer refuses or fails to take delivery of the Goods strictly in accordance with the Contract, the Company shall store the Goods at the cost and risk of the Buyer for a period of two weeks during which time the Goods shall remain available for collection by the Buyer from the place at which they are stored. All costs incurred by the Company as a result of any such refusal of failure to take delivery shall be for the account of the Buyer. If the Buyer fails to take delivery of the Goods within the said period of two weeks, the Company shall have the right either to require immediate performance of the agreement or to declare the agreement terminated without prejudice to any right to claim damages from the Buyer.
If the Buyer succeeds in a compensation claim for late or non-delivery any damages shall be limited to ½% of the Invoice Price for each full week of delay, but in any event the total compensation may not exceed 5% of the value of the relevant delivery.
Carrier freight and insurance will be at the cost of the Buyer and any liability of the Company is excluded in this respect although the Company may agree to submit a claim on behalf of the Buyer.

5. RETURN OF THE GOODS

Any claim in respect of defects or shortcomings in the Goods supplied must be lodged with the Company in writing within three days after delivery of the Goods. The right to make any such claim will lapse automatically on the expire such period. Slight deviations in colour and or dimensions or weight shall under no circumstances be the subject to any such claim.
Any Defects found in part of the Goods shall not entitle the Buyer to reject the remaining Goods which are the subject of the Contract.
If the Buyer disposes of the Goods to a third party the Buyer shall cease to be entitled to pursue any claim even if the claim was lodged prior to such disposal.
No goods shall be returned to the Company or exchanged by the Company unless the Company has agreed thereto in writing. The Company may require to inspect the Goods. If Goods are returned or exchanges purport to be effected without the Company's permission, the costs including incidental thereto shall be for the account of the Buyer and in such case the Company shall have the right to store the returned Goods at the account and risk of the Buyer. The return of Goods to the Company under this clause shall not release the Buyer from its obligation to make payment therefore unless the Company accepts the existence of a defect by issuing a credit note.
Where the Company accepts liability in respect of a claim for return of the Goods its only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any Goods found to be damaged or defective and/or to credit the cost of such Goods in favour of the Buyer.
Where the Company has supplied products manufactured or engineered by another supplier the Company undertakes to transfer to the Buyer the warranties received for such a product.

6. RESERVATION OF TITLE

Title to Goods shall not pass to the Buyer until the payment in full for those Goods has been made. In the case of delivery by instalments, where payment in full has been made for the relevant instalments.
The Company reserves the right of immediate re-possession of any Goods to which it has retained title, the Buyer hereby grants an irrevocable right and license to the Company employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours.
All risks in the goods shall pass to the Buyer on delivery but the legal and beneficial title to the goods shall not pass to the Buyer until all monies owed by the Buyer to the Seller have been paid in full.

7. PAYMENT

All payments under the Contact shall be made in Sterling.
Payment is due net 30 day monthly account unless otherwise agreed in writing.
Interest shall be payable by the Buyer on amounts outstanding after the delivery date at a rate which will be not, less than 2% above the Company’s Bankers base lending rate calculated on a daily basis from the Invoice date to the date of actual payment.

8. WARRANNTY AND LIABILITY

Subject as hereinafter provided the Company shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the Company or its servants or agents arising out of or in connection with the Contract. All conditions warranties or other terms, whether express or implied, statutory or otherwise, shall be hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.
The Company shall not become liable to the Buyer by reason of any contemporaneous agreement the Buyer has with its customers or with the Company’s suppliers unless the Company has expressly accepted the same in writing.

9. CANCELLATION

Without prejudice to any other rights accruing to the Company, the Company shall be entitled forthwith to terminate the contract by notice, to demand immediate payment of amounts due or accrued to the Company thereunder and to retain for its benefit any advance payment, part payment and deposit already paid, in any of the following circumstances.
If the Buyer becomes bankrupt, compounds or makes any arrangement with his creditor or commits an act of bankruptcy.
If the Buyer makes any composition or arrangement with its creditors or has a receiver or administrator or administrative receiver appointed over any of its assets or undertaking.
If the Buyer has failed to make payments due on earlier contracts with the Company.
The Company may agree to cancel this contract in the event of receiving a notice of writing from the Buyer, provided that all costs and expenses resulting are duly satisfied by the Buyer.

10. PROPER LAW AND JURISDICTION

The Contract shall be governed in all respects by the Law of England and the Company and the Buyer hereby irrevocably submits to the exclusive jurisdictions of the English Courts.