Racking And Shelving
SHS Racking & Shelving Terms and Conditions
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
SHS Racking & Shelving of Grange Avenue, Wickford, Essex. SS12 0ND
Customer: means the person, company, business or organisation named on the order form.
Deliverables: all goods and materials supplied by SHS Racking & Shelving as set out in the attached Purchase Order.
Purchase Order: the purchase order attached to these terms and conditions
Services: the installation of the Deliverables to be provided under the Purchase Order
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment,
extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes faxes and e-mail.
1.6 References to conditions are to the conditions of the Purchase Order
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
(a) apply to and be incorporated into the Purchase Order; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Purchase Order, confirmation of order, acceptance of a contract, or
specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2 The Customer's obligation to purchase the Deliverables and the Services where applicable on these Conditions is established by the Customerís
signature of the Purchase Order.
2.3 The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any order form or other Document shall not govern
the Purchase Order.
3. OBLIGATIONS OF SHS Racking & Shelving
3.1 SHS Racking & Shelving shall use reasonable endeavours to deliver the Deliverables to the Customer, in accordance in all material respects with the Purchase Order.
3.2 SHS Racking & Shelving shall use reasonable endeavours to meet any performance dates specified in the Purchase Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Where Services are to be provided, SHS Racking & Shelving shall provide the Services with the skill, care and diligence that can be reasonable be expected of a
professional contractor experienced in the provision of the services of a comparable nature.
3.4 When providing the Services SHS Racking & Shelving shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable
security requirements that apply at any of the Customers premises and that have been communicated to SHS Racking & Shelving provided that it shall not be liable under
the Purchase Order if, as a result of such observation, it is in breach of any of its obligations under the Purchase Order.
3.5 SHS Racking & Shelving shall not be liable for any breach or alleged breach of their obligations to provide the Services and Deliverables under the Purchase Order if it
results directly or indirectly from any failure by the Customer to fulfill the obligations contained in the Purchase Order.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
(a) co-operate with SHS Racking & Shelving in all matters relating to the Services;
(b) provide SHS Racking & Shelving, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer's premises,
office accommodation, and other facilities as reasonably required by SHS Racking & Shelving.
(c) inform SHS Racking & Shelving of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's
4.2 If SHS Racking & Shelving performance of its obligations under the Purchase Order is prevented or delayed by any act or omission of the Customer, its agents,
subcontractors, consultants or employees, SHS Racking & Shelving shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising
directly or indirectly from such prevention or delay.
4.3 The Customer shall be liable to pay to SHS Racking & Shelving, on demand, all reasonable costs, charges or losses sustained or incurred by SHS Racking & Shelving (including, but not limited to, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or
death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure
to perform or delay in the performance of any of its obligations under the Purchase Order, subject to the Supplier confirming such costs, charges and
losses to the Customer in writing.
4.4 The Customer shall inspect the Deliverables immediately on delivery and shall within 3 days from such inspection give notice in writing to SHS Racking & Shelving of any
defects in the Deliverables. If no notice is received, the Deliverables will be deemed as accepted.
5. CHARGES AND PAYMENT
5.1 In consideration of the provision of the Deliverables and Services by SHS Racking & Shelving, the Customer shall pay the charges as set out in the Purchase Order,
5.2 The total price for the Deliverables and the Services (if applicable) shall be the amount set out in the Purchase Order. The total price shall be paid to
SHS Racking & Shelving without deduction or set-off
5.3 The parties agree that SHS Racking & Shelving may review and increase the charges set out in the Purchase Order provided that any increase is notified to the Customer
in writing within 28 days of the proposed date of the increase.
5.4 The Customer shall pay each invoice submitted to it by SHS Racking & Shelving, in full within 30 days of receipt of each invoice
5.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay SHS Racking & Shelving on the due date, SHS Racking & Shelving may charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Royal Bank of Scotland accruing
on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the
interest immediately on demand. SHS Racking & Shelving may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998
5.6 Time for payment shall be of the essence of the Purchase Order.
6. TITLE AND RISK
6.1 Until payment is made in full under the Purchase Order title to the Deliverables shall remain with SHS Racking & Shelving.
6.2 The risk in the Deliverables shall however pass to the Customer on delivery (or storage at the Customerís site) and the Customer shall promptly affect
and maintain in the joint names of the parties insurance in the Deliverables against loss or damage for the full price under the Purchase Order until
payment is received.
6.3 In the event that the Customer shall be unable to accept delivery of the Deliverables at the time that the Deliverables are ready for delivery SHS Racking & Shelving shall
store the Deliverables at its premises if storage facilities are available until actual delivery and the Customer shall be liable for the reasonable costs (including insurance) for such storage.
7.1 SHS Racking & Shelving give no warranties whatsoever as to the condition of or fitness for purpose of the Deliverables.
8. LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
8.1 This Condition 10 sets out the entire financial liability of SHS Racking & Shelving (including any liability for the acts or omissions of its employees, agents, consultants,
and subcontractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Purchase Order.
8.2 Nothing in these Conditions limits or excludes the liability of SHS Racking & Shelving:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Creative.
8.3 Subject to conditions 10.1 and 10.2, SHS Racking & Shelving shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.4 SHS Racking & Shelving's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection
with the performance, or contemplated performance, of the Purchase Order shall be limited to the price paid for the Deliverables and Services (where
9. FORCE MAJEURE
9.1 SHS Racking & Shelving shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or
from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or
other industrial disputes (whether involving the workforce of SHS Racking & Shelving or any other party), failure of a utility service or transport network, act of God, war,
riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of manufacturers, suppliers or subcontractors.
10.1 No variation of the Purchase Order or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed
by or on behalf of each of the parties.
11.1 A waiver of any right under the Purchase Order is only effective if it is in writing and it applies only to the circumstances for which it is given. No
failure or delay by a party in exercising any right or remedy under the Purchase Order or by law shall constitute a waiver of that (or any other) right
or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further
exercise of that (or any other) right or remedy.
11.2 Unless specifically provided otherwise, rights arising under the Purchase Order are cumulative and do not exclude rights provided by law.
12.1 If any provision of the Purchase Order (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal
or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Purchase Order, and the validity
and enforceability of the other provisions of the Purchase Order shall not be affected.
12.2 If a provision of the Purchase Order (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend such provision such that, as
amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
13. ENTIRE AGREEMENT
13.1 The Purchase Order constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its
13.2 Each party acknowledges that, in entering into the Purchase Order, it has not relied on, and shall have no right or remedy in respect of, any
statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
13.3 Nothing in this condition shall limit or exclude any liability for fraud.
14. RIGHTS OF THIRD PARTIES
14.1 A person who is not a party to the Purchase Order shall not have any rights under or in connection with it.
15.1 Any notice required to be given under the Purchase Order shall be in writing and shall be delivered personally, or sent by pre-paid first-class post,
recorded delivery or by commercial courier to the other party and for the attention of the person specified in Schedule 1, or as otherwise specified by
the relevant party by notice in writing to the other party.
15.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address referred to in the Purchase Order or, if sent
by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the
date and at the time that the courier's delivery receipt is signed.
15.3 This Condition shall not apply to the service of any proceedings or other documents in any legal action.
15.4 A notice required to be given under or in connection with the Contract shall not be validly served if sent by e-mail.
16. GOVERNING LAW AND JURISDICTION
16.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance
with, the law of England and Wales.
16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or
in connection with, the Contract or its subject matter.