In this document (Terms and Conditions): "Us", "Our" and "We" means Sheffield Assay Office "You" and "Your" means you, the purchaser;
"Days" means working days, being Monday, Tuesday and half day Wednesday inclusive, excluding English bank and public holidays, unless otherwise stated;
"Order" refers to the placing of an order for Products through any of the means offered by Us to You; and
"Products" refers to any goods and/or services supplied by Us to You.
1.1 You agree to abide with all of the following Terms and Conditions, together with any amendments thereto, under which Orders are accepted and Products supplied. Unless expressly agreed in writing any alteration to these Terms and Conditions will not apply. Failure to comply with these Terms and Conditions, or any revised Terms and Conditions as We may from time to time impose, may result in refusal by Us to supply Products.
1.2 You hereby authorise Us to take up bank references and credit rating checks, now and in the future, without further reference to You.
2.1 Notwithstanding any price specified in the Order acceptance, the price of the Products shall be that applicable on the date of delivery. We shall endeavour to maintain prices quoted but we reserve the right to increase quoted prices at any time to take account of increases in costs including (without limitation) costs of labour, materials, carriage or other overheads.
2.2 Prices for the Products do not include the following unless otherwise specified:
a) sales taxes (including, but not limited to, Value Added Tax);
c) the cost of effecting delivery in accordance with Clause 4 hereof; and
d) any special packing or alteration to the Order required by You. ( not sending out special deliveries or packages see current regulations on Sheffield Assay Office dispatch on mail and packages.
3.1 Unless otherwise stated, any invoice must be paid within thirty (30) calendar days of invoice date. If You have not paid in full by that date then:
(a)We may claim the prevailing rate of interest under the appropriate statute for late payment for the whole period in which the debt remains unpaid;
(b)We will be entitled to take action to recover the money and Our costs incurred including loss of profit suffered by Us;
(c)We will be entitled to suspend further supply of Products until all arrears are paid: and
(d)We may insist on an advance payment account with Us before continuing to supply You.
3.2 If We issue a pro-forma invoice, the Products will not be supplied until payment in full has been received and cleared by Us.
3.3 If payment is made by credit or debit card please refer to Our Privacy Statement.
4.1 Any times quoted for delivery are estimates only although We will use all reasonable efforts to deliver Products in accordance with the times specified. Failure to comply with such times shall not constitute a breach of these Terms and Conditions.
4.2 Unless otherwise agreed in writing, We shall be entitled to make partial deliveries by instalments and the Terms and Conditions herein shall apply to each partial delivery.
4.3 The risk and legal title in the Products passes to You on delivery of the Products to You by Us (or Our nominated carrier) but, where You nominate a carrier other than one usually used by Us to deliver the Products, the risk shall pass to You when the Products leave Our premises.
4.4 You will examine the Products on arrival and notify Us by facsimile transmission or by registered post within three (3) Days of delivery of any damage to the Products or any missing items as specified in any order. If such notification is not received by Us the delivery shall be deemed accepted by You.
5. End User
5.1 The Products sold by Us under these Terms and Conditions or any copies or reproductions of any part of such Products made in a manner or form whatsoever are for the sole use of You and Your employees and cannot be sold, hired, leased or licensed to any other person unless You obtain prior written consent from Us or the owner of the intellectual property rights in the Products. For the avoidance of doubt such resale, hiring, leasing or licensing without the appropriate permission will be deemed to be a breach of these Terms and Conditions
6. Transfer of Property
6.1 Notwithstanding delivery to You, legal and beneficial ownership in the Products shall remain with Us until You have paid the price (whether or not due, invoiced or ascertained at the date of delivery) and all other outstanding amounts due or to become due to Us in respect of this or any other business transactions between the parties. Until such payment You shall:
(a) take all necessary measures for the protection of the Products including maintaining adequate insurance thereof. (If the Products are lost, destroyed or damaged then You must hold the proceeds of the insurance for and to Our order pending payment. If the Products are so destroyed You are entitled to delay paying Us until You have been paid by the insurer of the Products);
(b)not dispose of, whether by sale or otherwise, the Products or any part of them to any other party whatsoever;
(c) in the event that You sell the Products on to a third party (in accordance with clause 5.1 hereof), hold the proceeds of that sale on trust for Us pending payment or We may require You to direct the third party to pay Us; and
(d) keep the Products separate and clearly identified as Our property
6.2 We may enter Your premises without notice and recover the Products which have not been paid for in full. This sub-clause constitutes Your authority for Us to enter the premises of any other person holding the Products on Your behalf and on whose property the Products may be and remove the Products.
6.3 Transfer of physical Products to You does not imply a transfer in any intellectual property rights within the Products unless otherwise agreed in writing between the relevant parties.
7. Your Bankruptcy or Default
(a)You fail to honour any of Your obligations to Us under these Terms and Conditions, or You breach them, or any distress of execution is levied on You; or
(b)You offer to make an arrangement with Your creditors or commit any act of bankruptcy or if any petition of bankruptcy is presented to You or (if You are a listed company) any resolution or petition to wind up such a company's business (other than for the purposes of amalgamation or reconstruction) is passed or presented, We will have immediate right to cancel any Orders without prejudice to any claim or right We might otherwise have.
8.1 Any notice or document to be given under these Terms and Conditions shall be given by sending the same in a pre-paid letter to the Sheffield Assay Office, 137 Portobello Street, Sheffield, S1 4DR or to any other address as such party may have notified to the other for the purposes hereof. Any notices sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two (2) Days after dispatch where posted within the United Kingdom and five (5) Days after dispatch where posted outside the United Kingdom.
9. Interpretation and Validity
9.1 The interpretation of any clause or sub-clause herein will not in any way be limited or restricted by reference to or inference from any clause or sub-clause. If for any reason one clause or sub-clause is un-enforceable according to its terms then the others will remain in full force and effect.
10. Cancellation of orders by Sheffield Assay Office
10.1 We reserve the right to cancel an order or suspend or delay delivery of it without being liable for any loss or damage if supply of the Products is prevented or delayed by reason of war, (whether declared or not) civil strife, riots, adverse weather conditions, fire, flood, labour disputes, accidents or any other cause or circumstances beyond Our control.
11. Third Party Rights
11.1 Nothing in the Terms and Conditions is intended to confer on any third party any benefit or any right to enforce any term and condition contained herein.
12. Waiver and Severance
12.1 Any indulgence granted to You and any failure by Us to insist on strict performance of these Terms and Conditions shall not be deemed a waiver of any of Our rights or remedies nor be deemed a waiver of any subsequent default by You.
12.2 If any of these Terms and Conditions, or any part thereof, shall be held as rendered void or unenforceable by any legislation to which it is subject, it shall be void or unenforceable to that extent and no further.
13. Governing Law
13.1 The interpretation and application of these Terms and Conditions shall be in accordance with English Law and You hereby agree to submit to the exclusive jurisdiction of the English Courts.