Terms & Conditions

TERMS and CONDITIONS

1. Interpretation

All orders for the supply, including purchase or preview or otherwise (“Supply” and “Supplied” shall be construed accordingly) of the Company’s goods including services including advertising from time to time (the “Goods” and the “Services” as appropriate) placed by an individual or organisation (“the Customer”) and accepted and Supplied by STF Solutions Ltd. (Company Registration Number: 06448676) of Unit 223 Lomeshaye Business Village, Turner Road, Nelson, Lancashire, England, BB9 7DR (“STF”); are subject to and made upon these Terms and Conditions of Sale (“the Conditions”) (as amended from time to time) together with STF’s Order Acknowledgement (excluding any terms a customer purports to apply). Any term in STF’s Order Acknowledgement which is at variance with these Conditions, with the exception of clause 5(2), shall prevail over these Conditions,which shall be construed accordingly.

In order that these Conditions and the particulars in STF’s Order Acknowledgement shall be a complete record of the agreement between the parties with regard to the sale of the Goods or Services (“the Contract”), the Customer must ensure that any pre-contractual representation on which the Customer wishes to rely has been specified in those particulars.

2. Quotation, Orders and Acceptance

2.1 Unless accepted before lapse or withdrawal, or renewed in writing by STF, quotations shall lapse automatically after 30 days, but may be with drawn earlier.

2.2 Quotations are for information only and are not firm offers. There shall be no binding Contract until STF has accepted the Customer’s order by dispatching STF’s Order Acknowledgement or an Invoice, whichever is earlier.

2.3 The Customer cannot cancel an order which has been accepted by STF except following STF’s written agreement which may be on terms that indemnify STF against all its loss (including loss of profit), costs, damages and expenses (if any) incurred by STF as a result of cancellation.

2.4 STF makes no representation whatsoever as to the suitability of the Goods or Services for the Customer’s purpose.

2.5 All Goods and Services are subject to availability and STF reserves the right to reject an order placed by the Customer.

2.6 STF shall be entitled to amend technical specifications of the Goods or Services with out notice.

3. Delivery

3.1 Delivery dates mentioned either in a quotation, STF Order Acknowledgement or elsewhere are approximate only and not of any contractual effect. STF shall not be liable to the Customer for any loss or damage of whatever nature, arising directly or indirectly from a failure to deliver on any particular date or dates.

3.2 Delivery of the Goods shall be deemed effected when the Goods are delivered to the Customer’s place of business or as specified in its order.

3.3 Without prejudice to any other right or remedy the STF may have, STF reserves the right to suspend deliveries to the Customer and/or to terminate the Contract without liability to STF if the Customer fails to comply with any of the Conditions and/or STF Order Acknowledgment.

3.4 STF may at its sole discretion deliver the Goods by Instalments.

3.5 Customers based in the United Kingdom, unless otherwise stated, STF will deliver to the Customer’s premises and will charge separately for packing and carriage. Where Goods are to be exported outside of the United Kingdom, unless otherwise stated delivery will be ex-works; but STF will arrange sea carriage with a shipper nominated by the Customer and carriage to the port of export on behalf of the Customer and all carriage will be charged forward for direct payment by the Customer.

3.6 Should any Goods be damaged in transit, the Customer must notify STF in writing within 3 working days of receipt.

3.7 STF shall not be liable for any non-delivery of Goods (even if caused by STF’s negligence) unless written notice is given to STF within 10 working days of the date when Goods should have been received. Any liability of STF for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

3.8 Failure to make such claim in accordance with clause 3.6 and/or clause 3.7 shall constitute unqualified acceptance of the Goods and waiver the Customer’s rights of all claims relating to error in quantity or type of Goods delivered or relating to the condition of Goods delivered. The Customer will be liable to pay for the Goods in full.

3.9 For the avoidance of doubt, the delivery by STF of a greater or lesser quantity of Goods than the quantity provided for in the Contract, the delivery of other Goods not provided for in the Contract or the delivery of Goods only some of which are defective, shall not entitle the Customer to reject all of the Goods delivered.

3.10 Any such time specified shall be extended by any period or periods during which the manufacture or delivery of the Goods or other such work by STF in connection with the Contract is delayed due to fire, explosion, flood, sabotage, strikes (official and unofficial), riot, invasion, acts of war,shortage of labour,power or materials,civil commotion, accidents, plant breakdowns, compliance with an order of an apparently competent authority, and any other event beyond STF’s control.

3.11 Pursuant to clause 3.11 above, if any such delivery time is so extended by more than 90 days then the Customer shall be entitled to give written notice to STF requiring the Goods to be delivered within 30 days of the date of such notice failing which the Customer shall have the right to give further written notice determining the Contract forth with.

4. Risk and Title

4.1 The risk in the Goods shall pass to the Customer immediately upon delivery in the case of Customers inside the United Kingdom and upon dispatch from STF’s premises in the case of Customers outside of the United Kingdom.

4.2 Until ownership of the Goods passes to the Customer, the Customer shall: (a) keep the Goods in good and resalable condition; (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as STF’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) keep the Goods insured against all risks for their full price from the date of delivery; and (e) give STF such information relating to the Goods as STF may require from time to time.

4.3 The Property in the Goods shall pass to the Customer upon payment of all sums owing to STF under the terms of the Contract. In the event the Customer fails to pay any part of the Contract price when it becomes due, STF shall be entitled to recover the Goods at anytime and shall for that purpose be entitled to enter into any premises of the Customer where the Goods may be situated. The Customer will be liable for any costs associated with the recovery of the Goods. The Customer shall execute all such documents and give STF all such assistance necessary to register STF’s interest in the Goods in the Customer’s or which might be necessary in order to preserve and protect STF’s interest in the Goods. Notwithstanding any of this clause 4.3, STF shall be entitled at any time to pass the property in the Goods to the Customer by written notice to that effect.

5. Prices

5.1 Unless otherwise stated in STF’s Order Acknowledgement prices for Goods shall be ex-works, and shall be exclusive of VAT, export duty and foreign import duty, packing, carriage, insurance, and any other costs and taxes or duties, all of which shall be the subject an additional charge to the Customer.

5.2 Prices stated in any quotation or in STF’s Acknowledgement of Order, are provisional only, and subject to adjustment to take account of increases in STF’s costs and overheads. As such STF reserves the right to change the price and inform the Customer that the price is higher than in the STF Acknowledgment of Order.

5.3 The Contract price shall be STF’s price, ruling at the date of dispatch.

6. Payment

6.1 If STF has granted the Customer monthly account credit facilities, then payment must be made by the Customer in full and cleared funds within 30 days of the date of invoice.

6.2 If STF has not granted the Customer monthly account credit facilities, payment must be made by cash, debit or credit card. Time for payment shall be of the essence.

6.3 If paying by credit or debit card, the Customer warrants that the card is his (or her or its) own and that there are sufficient funds or credit facilities available to pay for the Goods or Services. The Company reserves the right to verify or validate the Customers’ debit or credit card details before providing Goods or Services.

6.4 Payment shall be made directly to STF in the currency invoiced by STF. The Buyer shall not be entitled to exercise any right of set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) against any payment due to STF.

6.5 STF shall be entitled to charge daily interest on any overdue sum at the rate of 5% per annum above the base-lending rate for the time being of Royal Bank of Scotland plc from the due date until the date of actual payment, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7. Warranties and Exemptions

7.1 If (when used correctly) the Goods or Services develop any defect during the warranty period due to defective articles or materials supplied or work carried out by STF, other than materials ordered, provided or specified, or work carried out to the specification of the Customer or his Agent STF shall, at its own expense replace or repair such defective Goods as to remedy the defects except where such defect are attributable to accident, fair wear and tear or any action, omission or neglect of the buyer or of his agents. The Customer must give STF notice of any alleged defect as soon as it becomes apparent and shall (unless otherwise instructed by STF) retain the Goods at the Customer’s premises for inspection by STF and give STF adequate facilities to the assess the complaint at the Customer’s premises. The “Warranty Period” shall mean the period specified in STF’s Order Acknowledgement and where no such period is specified,then the Warranty Period shall mean 12 months from the date of delivery.

7.2 Except as expressly stated above, there shall be excluded from the Contract any warranty, condition or statement, express or implied,statutory or otherwise,as to quality, merchant ability, or fitness of the Goods for any particular purpose.

8. Liability

8.1 Nothing in these Conditions shall limit or exclude STF’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) Fraud or misrepresentation; (c) Breach of its terms implied by section 12 of the Sale of Goods Act 1979; or (d) Any matter in respect of which it would be unlawful for STF to exclude or restrict liability.

8.2 Subject to 8.1: (a) STF shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort of otherwise, for any loss of profit, any indirect or consequential loss arising under or in connection with the Contract, including delay or failure in the performance of any of STF’s obligations if such delay or failure is caused by any matter which is beyond STF’s reasonable knowledge and control; and (b) STF’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Goods ordered.

9. Insolvency and Default

9.1 If STF suspects that the Customer is to be made bankrupt or in the event of the Customer becoming bankrupt, going into liquidation, suspending payment of debts, making any arrangement with creditors, failing to pay in accordance with the Conditions or being in breach of any other term of the Contract, STF shall at its discretion be entitled, without prejudice to its other rights to reject any additional orders placed by the Customer and/or postpone delivery or the manufacture of the Goods until payment has been made, or other breach rectified, and/or to determine the Contract(and/or any other suchcontracts) andto recover payment.

9.2 Where deliveries have already been made by STF and the cost of materials and labour already expanded in relation to future deliveries to the Customer (less any allowance of the value thereof as utilised by STF for other purposes) STF shall be entitled to recover from the Customer a sum equivalent to STF’s loss of profit arising out of such determination. The exercise of STF’s option to postpone delivery or manufacture shall not prevent the subsequent exercise of STF’s option to determine the Contract and/or any other such contracts.

10. Cancellation

10.1 The Contract may be cancelled by the Customer only with STF’s written consent.

10.2 In the event of cancelation in accordance with clause 10.1, the Customer shall pay to STF a cancellation charge proportionate to any costs STF’s has incurred up to the date of the cancellation in addition to STF’s loss of profit in relation to the Contract.

10.3 Where the cancellation of a Contract by the Customer relates to the provision of Services, the Customer must provide a minimum of 2 months written notice (no greater than 3 months) to STF’s registered office, such notice to be deemed accepted on receipt of confirmation from a STF employee.

11. General

11.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.

11.2 Both STF and the Customer warrants to the other that it will at all times comply with its obligations (if any) under the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) (as amended from time to time).

11.3 No waiver by the Company of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.4 If any provision of these Conditions is held by any competent authority to be invalid, unlawful or unenforceable in whole or in part then that provision shall be severed from the Conditions the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and the parties shall use their reasonable endeavours to agree an equivalent but valid replacement provision.

11.5 The Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with the Conditions or the Goods and Services. The place of performance of the Contract shall be England and the language of the Conditions is English.

Terms and Conditions 24 08 2018