1.1 In these Trading Terms: ‘BUYER’ means the person who buys or agrees to buy the Goods from Stonehill Office Right
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which StonehillOfficeRight is to supply in accordance with these Trading Terms
‘STONEHILL OFFICE RIGHT’ means Stonehill Office Right Business Solutions Limited (registered in England under number 7976837)
‘TRADING TERMS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and Stonehill Office Right
‘CONTRACT’ means the contract for the purchase and sale of the Goods
‘WRITING’ includes telex, cable, fax, e-mail and comparable means of communication.
1.2 Any reference in these Trading Terms to any provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.3 The headings in these Trading Terms are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 These Trading Terms apply to the Contract to the exclusion of all other terms and conditions including any terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Each order or acceptance of a quotation for Goods by the Buyer from Stonehill Office Right shall be deemed to be an offer by the Buyer to buy Goods subject to these Trading Terms.
2.3 No order placed by the Buyer shall be deemed to be accepted by Stonehill Office Right until a written acknowledgement of order is issued by Stonehill Office Right or (if earlier) Stonehill Office Right delivers the Goods to the Buyer.
2.4 Any quotation for the Goods given by Stonehill Office Right shall not constitute an offer by Stonehill Office Right. Any quotation is valid for a period of 30 days only from its date, provided that Office Right has not previously withdrawn it.
2.5 No variation to these Trading Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Stonehill Office Right.
2.6 Stonehill Office Right’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Stonehill Office Right in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.7 Any advice or recommendation given by Stonehill Office Right or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Stonehill Office Right is followed or acted upon entirely at the Buyer’s own risk, and accordingly Stonehill Office Right shall not be liable for any such advice or recommendation which is not so confirmed.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Stonehill Office Right or on Stonehill Office Right’s website shall be subject to correction without any liability on the part of Stonehill Office Right.
3 Orders and specifications
3.1 The Buyer shall be responsible to Stonehill Office Right for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Stonehill Office Right any necessary information relating to the Goods within a sufficient time to enable Stonehill Office Right to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods:
3.2.1 shall be those set out in Stonehill Office Right’s written acknowledgement of order; or
3.2.2 (where Stonehill Office Right does not issue a written acknowledgement of order) shall be as specified in Stonehill Office Right’s quotation as confirmed in its delivery note.
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by Stonehill Office Right in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Stonehill Office Right against all loss, damages, costs and expenses awarded against or incurred by Stonehill Office Right in connection with or paid or agreed to be paid by Stonehill Office Right in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Stonehill Office Right’s use of the Buyer’s specification.
3.4 Stonehill Office Right reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to Stonehill Office Right’s specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by Stonehill Office Right may be cancelled by the Buyer except with the agreement in Writing of Stonehill Office Right and on terms that the Buyer shall indemnify Stonehill Office Right in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Stonehill Right as a result of cancellation.
4 Price of the goods
4.1 The price of the Goods shall be the price stated in Stonehill Office Right’s written acknowledgement of order, or, where there is no such written acknowledgment of order, the price listed in Stonehill Office Right’s price list current at the date of delivery or deemed delivery.
4.2 Stonehill Office Right reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Stonehill Office Right which is due to any factor beyond the control of Stonehill Office Right (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture or carriage), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Stonehill Office Right adequate information or instructions.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Office Right.
5 Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and Stonehill Office Right, Stonehill Office Right shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event Office Right shall be entitled to invoice the Buyer for the price at any time after Stonehill Office Right has notified the Buyer that the Goods are ready for collection or (as the case may be) Stonehill Office Right has tendered delivery of the Goods.
5.2 Unless otherwise agreed in Writing by the Buyer and Stonehill Office Right, the Buyer shall pay the price of the Goods within 30 days of the date of Stonehill Office Right’s invoice, and Stonehill Office Right shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Stonehill Office Right, Stonehill Office Right shall be entitled to:
5.3.1 cancel the Contract and all other contracts with the Buyer or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Stonehill Office Right) as Stonehill Office Right may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above HSBC Bank plc’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at Stonehill Office Right’s premises at any time after Stonehill Office Right has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Stonehill Office Right, by Stonehill Office Right delivering the Goods to that place.
6.2 Any dates specified for delivery of the Goods are approximate only and Stonehill Office Right shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Stonehill Office Right in Writing. The Goods may be delivered by Stonehill Office Right in advance of the specified delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by Stonehill Office Right in bulk and those Goods are made to the Buyer’s specific requirements (including without limitation the printing of a name or trade mark) making them unsuitable for use by a third party, Stonehill Office Right reserves the right to deliver up to ten per cent more or ten per cent less than the quantity ordered and Stonehill Office Right shall make a pro rata adjustment to the price of the Goods in respect of the quantity so delivered and the Buyer shall be liable to pay the adjusted amount.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Stonehill Office Right to deliver any one or more of the instalments in accordance with these Trading Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give Stonehill Office Right adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Stonehill Office Right’s fault) then, without prejudice to any other right or remedy available to Stonehill Office Right, Stonehill Office Right may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at Stonehill Office Right’s premises, at the time when Office Right notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at Stonehill Office Right’s storage premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Stonehill Office Right has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Trading Terms, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until Stonehill Office Right has received in cash or cleared funds payment of the full price of the Goods and all other goods agreed to be sold by Stonehill Office Right to the Buyer for which payment is then due. Payment of the full price of the goods agreed to be sold by Stonehill Office Right to the Buyer (including the Goods) shall include the amount of any interest or other sum payable under the terms of this Contract and all other contracts between Stonehill Office Right and the Buyer under which such goods are agreed to be sold.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Stonehill Office Right’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Stonehill Office Right’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), Stonehill Office Right shall be entitled at any time to require the Buyer to deliver up the Goods to Stonehill Office Right and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Stonehill Office Right, but if the Buyer does so all moneys owing by the Buyer to Stonehill Office Right shall (without prejudice to any other right or remedy of Stonehill Office Right) forthwith become due and payable.
8 Warranties and liability
8.1 Subject to the Trading Terms set out below Stonehill Office Right warrants that the Goods will correspond with their description and comply with all statutory requirements at the time of delivery.
8.2 The above warranty is subject to the following conditions:
8.2.1 Stonehill Office Right shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Stonehill Office Right’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Stonehill Office Right’s approval;
8.2.2 Stonehill Office Right shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.3 Stonehill Office Right shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 in respect of parts, materials or equipment not manufactured by Stonehill Office Right, the Buyer shall be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier to Stonehill Office Right and not the above warranty.
8.3 Subject as expressly provided in these Trading Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, Trading Terms or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are purchased by a person who “deals as consumer” within the meaning of the Unfair Contract Terms Act 1977 the statutory rights of the Buyer are not affected by these Trading Terms.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with description shall (whether or not delivery is refused by the Buyer) be notified to Stonehill Office Right in Writing within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Stonehill Office Right accordingly, the Buyer shall not be entitled to reject the Goods and Stonehill Right shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to correspond with description is notified to Stonehill Office Right in accordance with these Trading Terms, StonehillOffice Right shall be entitled to replace the Goods (or the part in question) free of charge or, at Stonehill Office Right’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Stonehill Office Right shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by Stonehill Office Right’s negligence, Stonehill Office Right shall not be liable to the Buyer by reason of any misrepresentation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or indirect, special or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Stonehill Office Right, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of Stonehill Office Right under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Trading Terms.
8.8 Stonehill Office Right shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Stonehill Office Right’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Office Right’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Stonehill Office Right’s reasonable control:
8.8.1 act of God, terrorism, explosion, flood, tempest, earthquake, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or their agents or agencies whether in the U.K., European Union or anywhere else in the World;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Stonehill Office Right or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery;
8.8.8 default of suppliers or sub-contractors.
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, Stonehill Office Right shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1 Stonehill Office Right is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2 the Buyer shall give Stonehill Office Right all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of Stonehill Office Right (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5 Stonehill Office Right shall be entitled to the benefit of, and the Buyer shall accordingly account to Stonehill Office Right for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law, Stonehill Office Right shall be entitled to require the Buyer to take such steps as Stonehill Office Right may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Stonehill Office Right is liable to indemnify the Buyer under this clause.
9.2 Stonehill Office Right shall have the right to replace or change all or any part of the Goods in order to avoid any infringement.
9.3 The foregoing states the entire liability of Stonehill Office Right to the Buyer in respect of the infringement of the intellectual property rights of any third party.
9.4 The Buyer shall comply with any duties imposed on it by any applicable legal requirements relating to the Goods and shall indemnify Stonehill Office Right against any liability which Stonehill Office Right may suffer due to the Buyer’s failure to comply with those duties.
10 Insolvency of buyer
10.1 This clause applies if:
10.1.1 the Buyer suspends or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
10.1.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; or
10.1.3 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes subject to a bankruptcy petition or order or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.4 an encumbrancer takes possession, or a receiver, manager, administrator or administrative receiver is appointed, of the whole or any part of the undertaking, the property or assets of the Buyer; or
10.1.5 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.6 Stonehill Office Right reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to Stonehill Office Right, Stonehill Office Right shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice required or permitted to be given by either party to the other under these Trading Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice may be delivered personally or by first class pre-paid letter or e-mail or fax and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by fax or e-mail at the time of transmission. The provisions of this clause shall not apply to the service of any legal proceedings or other documents in any legal action.
11.2 No waiver by Stonehill Office Right of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Trading Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Trading Terms and the remainder of the provision in question shall not be affected.
11.5 The headings in this Contract are for convenience only and shall not affect its interpretation.
11.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.7 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.