stcDirect – terms and conditions of sale
1. Use of the On-Line shop
1.1 stcDirect is an on-line shop intended exclusively for use by business users. Use of this website constitutes confirmation that you are not acting as a consumer and that you are not protected under any legislation providing protection to consumers.
1.2 This stcDirect is the property of Simplex-Turbulo Company Ltd (“STC”). All contracts of sale shall be with STC and shall be subject to these terms and conditions. Our main trading address and registered office is Wherwell Priory, Wherwell, Hampshire, SP11 7JH, United Kingdom. Our company registration number is 01516360 and our VAT number is GB 754910226. You can contact us by email at email@example.com. All Copyright and other Intellectual Property, unless otherwise stated, is the property of STC.
1.3 By placing an order with us, you warrant that:
1.3.1. if you are acting for a third party such as a partnership or company, you are authorised by that third party to place the order with us.
1.3.2. if you are acting as a sole trader, you warrant that you are over the age of 18.
1.3.3. the information which you provide to us during the process of placing an order is accurate, complete and not misleading and you agree that you are responsible for the consequences resulting from any inaccuracy or incomplete or misleading information.
1.3.4. you agree to be bound by these terms and conditions of sale and that all other contractual conditions are excluded unless expressly accepted in writing by STC.
1.3.5. the contract has not been induced by any representations orally or in writing made by STC or its employees, directors or agents.
1.3.6. you agree to be bound by the laws of England and exclusively to the jurisdiction of the courts of England.
1.4 Each order by you will be deemed to be an offer by you to purchase the Goods subject to these terms. No contract of sale will come into existence until STC has despatched the Goods or sent a confirmation of order. Each order placed by you will constitute a separate contract. No variation, amendment or cancellation will be valid unless agreed to in writing by STC.
1.5 VAT will be charged on goods sold in accordance with the VAT regulations current in the UK at the time of delivery. If you believe that the goods should be zero rated, for example because the goods are being delivered to a ship, or for whatever other reason, you must provide us with the necessary information and / or documentation to enable us to zero rate the goods. In case of doubt, please contact us by email on firstname.lastname@example.org.
1.6 As a convenience to you, STC may provide on this site links to other websites. If you use these links, you will leave this site and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. STC makes no warranty whatsoever regarding
any information contained on these linked websites. STC shall not be responsible for any consequence resulting from your use of these linked websites.
1.7 You may not use this site to purchase and export Goods in violation of United Kingdom export laws and regulations. Likewise you may not use this site to purchase and export Goods to any country or company which is the subject of a United States trade embargo. If you access this Site from a location outside the United Kingdom, you are responsible for compliance with all local laws.
“Goods Conditions” means these Terms and Conditions for Sale of Goods.
“STC” means Simplex-Turbulo Company Limited.
“the Customer” means the party who has placed the Order with STC.
“the Order” means the Customer’s instructions to STC to supply the Goods.
“the Goods” means the Goods or articles the subject of the Order.
“the Confirmation of Order” means the written confirmation by STC of the Order.
“the Price” means the price for the Goods (exclusive of packing, Value Added Tax and all other duties and taxes) specified in the Confirmation of Order.
“the Contract” means the contract for the sale of Goods made between STC and the Customer incorporating the Goods Conditions.
“website” means the on-line shop named stcDirect
“you” and “your” refers to the customer.
Reference to “he” and “him” shall include the feminine and the singular shall include the plural
3. Acceptance of Order
3.1 Acceptance of the order shall be either by a Confirmation of Order in writing or by despatch of the Goods to the Customer.
3.2 An Order is accepted by STC exclusively upon these Goods Conditions and no other conditions, terms, provisions or other representations whatever whether referred to in negotiations or set out in the Order or otherwise shall be incorporated into the Contract unless the Customer and STC expressly so agree in written memorandum which shall refer to the Contract and be annexed to the Confirmation of Order.
4.1 While STC tries to ensure that the prices on the website are accurate, some prices may be incorrectly listed. If STC discovers an error in the price of the Goods which you have ordered, STC will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide the Goods to you at an incorrect price, even after we have acknowledged your order. If the price is incorrect and STC cannot contact you, STC will treat the order as cancelled. Any payment, which has already been made, will be refunded to you in full.
4.2 In the case where STC is supplying Goods of origin outside the UK, STC reserves the right to modify the price of the Goods in the event of a change in the exchange rate prior to the Goods being available for delivery to the Customer.
4.2 The price(s) shown for the Goods are exclusive of packing costs, shipment costs, VAT and / or any other tax or duty, which may be applicable. Any such extra costs shall be added to the price as applicable in the circumstances of the order.
5.1 Unless otherwise specifically agreed in writing by STC, delivery shall be Ex. Works, Wherwell, in accordance with INCOTERMS and the risk in the Goods transfers to the customer on delivery. Any shipment costs, which are included in the Order, are part of a separate contract of carriage undertaken on your behalf.
5.2 Any date specified in the Confirmation of Order or otherwise shall be deemed an estimate only, and STC shall not be liable for failure to deliver in accordance with that date nor for any loss, damage or expense whatsoever however caused or arising out of any loss or delay in delivery.
5.3 The Customer shall not be entitled to refuse to accept the Goods because of late delivery
5.4 Where delivery is made by instalments, each such instalment shall be deemed to be the subject of a separate Contract.
5.5 The quantity of Goods as set out in our despatch documentation will be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence to the contrary.
5.6 STC’s liability for non-delivery of Goods shall be limited to, at STC’s discretion, replacing the Goods within a reasonable time, issuing a credit note for those Goods not delivered, or a refund of the purchase price paid.
5.7 Any claim by you that any Goods have not been delivered to you must be notified by you to STC within 7 days of the expected date of arrival of the Goods.
6.1 If payment is not made by credit card, it will be necessary to agree the terms of payment with STC, unless you already have a credit account with STC, in which case payment will be subject to your credit terms and credit limit, which may be altered at any time by STC.
6.2 If payment is to be made in a currency other than Pounds Sterling, the payment must be made in a currency that is freely convertible into Pounds Sterling and is to be converted at the rate prevailing of the London Foreign Exchange Market at the time when such payment is received by STC. Any bank or exchange charges levied are for the account of the Customer.
6.3 Where any advance payment is required by STC, the Contract shall be conditional upon its receipt by STC.
6.4 Time for payment as stipulated in the Confirmation of Order shall be the essence of the Contract. In the case of Goods sold or delivered by instalments, each instalment shall be paid for separately.
6.5 Where payment is to be made by bill(s) of exchange or cheque(s), payment shall be deemed not to have been made until the said bill(s) or cheque(s) are honoured by the Customer.
6.6 Where full payment has not been received by STC on the due date, STC shall (without prejudice to its rights under the Contract or otherwise) be entitled to charge interest on the amount outstanding at a rate per annum equal to five (5) per cent above HSBC Bank PLC’s Base Lending Rate for the time being in force. In addition, STC may suspend its performance of any contracts with the customer.
6.7 In the event of legal action being taken by STC against the Customer for breach of the Customer’s obligations under the contract, the Customer shall be responsible for all costs and disbursements incurred by STC on a full indemnity basis.
6.8 The Customer shall in no circumstances be entitled to make any deduction from the invoice payable by way of set-off or otherwise in respect of any claim or counterclaim which it may have against STC.
7. Passing of Risk and Property in the Goods
7.1 The Goods shall from the time of delivery be at risk of the Customer PROVIDED THAT where delivery is delayed at the request of the Customer for more than one month, STC shall be entitled to place the Goods in store at the Customer’s risk and expense.
7.2 The property in the Goods shall not pass to the Customer whether or not the Customer has taken delivery of the Goods or any part thereof until the Customer shall have paid to STC the whole of all sums due to STC under the contract and the Customer shall not without prior written consent of STC sell, assign, pledge, mortgage, charge, let, part with possession, or otherwise dispose of the Goods or any part thereof until the property in them has passed to the Customer.
7.3 The Customer shall so long as it is possible so to do make such arrangements for the storage and identification of the Goods as to ensure that they are identifiable as the property of STC.
7.4 Until such time as the property in the Goods passes to the Customer, STC shall be entitled at any time to require the Customer to return the Goods to STC and, if the Customer fails to do so forthwith, STC shall be entitled to enter the premises where the Goods are being held in order to repossess them.
8.1 All data containing specifications of weights, dimensions, quantities and the like which are contained in the website or in other literature are hereby declared to be approximate only as are also all weights and dimensions of the packages forming part of each shipment.
8.2 Whilst care has been taken to ensure the accuracy of any information data or advice included in the website, STC accepts no liability in respect of such information, data or advice, whether given negligently or not, or for the use of Goods in any particular way suggested thereby, and the Customer shall at the time the Contract is made be deemed to have carried out its own investigations and tests of the Goods.
8.3 Notwithstanding the provisions of clause 17, STC reserves the right upon giving notice of its intention to the Customer to make modifications to the Goods at any time before delivery provided that upon receiving such notice the Customer shall (if the said modifications are material) be entitled to elect to terminate the Contract.
8.4 Subject to the foregoing the Customer shall inspect the Goods immediately upon arrival at its premises and shall within three (3) days of their arrival notify STC of any damage, shortage, loss or other particulars by reason of which it alleges that the Goods supplied do not conform with the Contract. If no such notice is received, the Goods shall be deemed to have been supplied in accordance with the Contract and to have been accepted by the Customer.
8.5 Where the Customer gives notice to STC by virtue of sub-clause 8.4 it shall preserve the Goods intact and as delivered for a period of fourteen (14) days after receipt by STC of the notification, during which period STC its agents or servants shall be at liberty to attend the Customer’s premises or Goods location and have unfettered access to the Goods, to investigate the complaint.
8.6 If the Customer fails to comply with the conditions either of sub-clause 8.4 or 8.5 it shall be deemed to have waived all or any claim actions or rights or remedies it may have in respect of the non-conformity of the Goods to the Contract.
8.7 If upon inspection by STC, the Goods are found to be damaged prior to delivery, short or otherwise not in conformity with the Contract, STC shall at its absolute discretion at its own expense replace, make good the same or credit the customer with the value of the damaged or missing goods.
8.8 Damage, shortage, loss or other non-conformity with the Contract which is present only in a proportion of the Goods or (where delivery is made by instalments) in only some of the instalments shall entitle the Customer to the remedies given by this Condition only in respect of that proportion or instalment.
8.9 Notwithstanding the provisions of this Clause, STC shall have no liability to the Customer pursuant to sub-clause 8.7 to the extent that the said damage, or loss occurred after risk in the Goods passed to the Customer.
9. STC’s Warranty and Liability
9.1 In consideration of the warranty given by STC as set out below the Customer expressly agrees that:
9.1.1. the said warranty is given by STC in lieu of and to the entire exclusion of every condition or warranty whether statutory or otherwise whatsoever, except to the extent that the statute prohibits such exclusion.
9.1.2. the liability of STC howsoever arising is limited to exchange or repair (at STC’s discretion) of any part or parts of Goods to extent of and no further than as set out in the said Guarantee.
9.1.3. STC is released from any other form of liability, whether in contract or tort, including consequential loss or damage caused or arising by reason on the Goods not being of the quantity, type or quality ordered or by reason of the Goods being delayed or by reason of any other matter whatsoever.
9.1.4 in no circumstance shall STC be liable for any sum greater than the purchase price of the Goods in the contract of sale.
9.2 Each of the Goods are supplied with the benefit of a warranty given by the manufacturer of the goods, details of which will be provided to you by STC on request.
9.3 If the Goods are or become faulty during the period of the warranty, you must notify STC in writing and return the faulty Goods to us. The Goods to be returned must be dispatched properly addressed, carriage paid and correctly packed. These Goods will be returned to the manufacturer for review and testing. The manufacturer’s report will be conclusive and binding.
9.4 STC warrants that the Goods are fit for the purpose which is described on the website. Further STC warrants that the Goods are of merchantable quality in respect of design, workmanship and material. Whilst all descriptions and illustrations of the Goods in the website or other documentation have been carefully prepared, they are for general guidance only and do not form part of any contract for sale of Goods and STC shall have no responsibility for any variations, errors or omissions or for any loss of damage resulting from a reliance on such descriptions and illustrations. The same applies to any sample of Goods or colour charts.
9.5 When STC agrees to a specially designed plan or drawing, the customer agrees that he shall be responsible for checking the accuracy and suitability of the plan or drawing and that STC shall not be responsible for any omissions or inaccuracies in the measurements given. The intellectual property in the plans(s) or drawing(s) remains with STC and may not be reproduced or used in whole or in part without STC’s written consent as set out in clause 14.1
9.6 STC shall not be responsible for any expenses which the Customer and / or the user may incur in removing or having removed or replacing any part or parts of the Goods sent for inspection or fitting or having fitted any replacement or new parts supplied in lieu thereof.
9.7 No claim for exchange or repair can be considered unless the defective part(s) are returned at the cost of the Customer carriage paid to STC’s works stating the parts are being returned under the guarantee together with the following information:
(i) STC’s order number and part number reference on the Goods from which the part or parts were taken.
(ii) The defects claimed and the reasons for them.
(iii) The date of purchase when the Goods were purchased.
9.7 This warranty does not extend to any defect which in the opinion of STC (which opinion shall be final) is attribute to:
(i) any form whatsoever of improper use.
(ii) wear and tear.
(iii) non-compliance with any instructions issued by STC.
(iv) incorrect fitment howsoever caused.
(v) neglect of others.
(vi) abnormal corrosive or abrasive conditions.
(vii) any alteration or modification having been made to the Goods or any parts thereof or any connected parts without the express approval of STC given in writing.
10. Customer’s Undertakings
10.1 The Customer accepts full liability for and shall at all times indemnify STC against all actions claims demands costs charges and expenses whatsoever arising out of any loss or damage due to any person firm company or property by reason of STC having relied on any data, documents, drawings gauges, samples, models or the like supplied to STC by or at the instigation of the Customer in connection with the performance of the Contract.
10.2 The Customer undertakes to comply with all laws and regulations relating to anti-bribery and anti-corruption and will promptly report to STC any request or demand for any undue financial or other advantage of any kind made by any employee or director of STC.
10.3 The Customer warrants that he is not subject to any trade sanctions imposed by the UK, EU, UN or US. The Customer undertakes to comply with all trade restrictions and / or export controls imposed by the UK, EU, UN or US.
10.4 The Customer warrants that the personal information provided to STC has been given voluntarily in order that STC may communicate directly with him. The Customer hereby consents to STC contacting the Customer with information regarding STC’s products. Should, in the future, the Customer not wish to receive such information, the Customer is obliged to inform STC accordingly in writing.
11. Termination of the Contract by STC
11.1 STC may terminate the Contract forthwith by written notice to the Customer upon the happening of any of the following events:
(i) Where full payment in respect of the Goods or any instalment of the Goods has not been received by STC by the date specified as the date for payment.
(ii) Where the Customer has failed to provide any Commercial Credit, Bill of Exchange, or other security required by the Contract.
(iii) Where the Customer being an individual, commits any act of bankruptcy, or, being a corporation, goes into liquidation or has a receiver appointed of all or any of its assets by virtue of Section 518 of the Companies Act 1985 is deemed unable to pay its debts.
(iv) Where the Customer is in breach of any of these Goods Conditions.
11.2 The granting by STC to the Customer of time or any other indulgence forbearance or concession shall in no way prejudice or constitute a waiver of STC’s entitlement to enforce any of its rights under the Contract except and to the extent that it shall either constitute a variation of these Goods Conditions which has been made in accordance with clause 17.
11.3 If STC terminates the Contract in accordance with this clause, then, without prejudice to any other rights STC may have, it shall be entitled to retain any advance payment made by the Customer.
12. Cancellation by the Customer
The Contract may be cancelled by the Customer only with STC’s written consent, which shall be given or withheld at the sole discretion of STC and upon such terms as STC may deem fit.
13. Force Majeure
In the event of riots, civil disturbance, strikes, lock-outs, industrial disputes, fire, floods, heat, frost, storm or other intemperate weather, Act of God, Act of Queen’s enemies or war (whether declared or not) or other hostilities carried on by any parties whatsoever, restraints or rulers of peoples including interferences by departments of governments in the United Kingdom or abroad, perils of the sea, breakdown in machinery, shortages of raw material or fuel or labour, shortages or breakdown of shipping or other means of transport, failure or delay by customary suppliers or sub-contractors of STC (whether their involvement in STC’s performance of the Contract is known to the Customer or not) to provide materials required in the production of the Goods or any other unforeseen or exceptional circumstances whatsoever affecting or hindering the performance of the Contract by STC, STC may in its discretion either:
(i) terminate the Contract and return any advance payment made in respect thereof of the Customer; or
(ii) delay delivery for such period or periods as it shall consider necessary and in either case the Customer shall have no claims whatsoever howsoever arising against STC in respect of such termination or delay.
14.1 Any drawings or technical documents intended for use in the manufacture or construction of the Goods and submitted to the Customer prior or subsequent to the formation of the Contract remain STC’s exclusive property. Such drawings or technical documents may not without STC’s consent be utilised by the Customer or copied, reproduced, transmitted or communicated to a third party. The said drawings and documents shall become property of the Customer only if it is expressly so agreed in writing by STC.
14.2 In the event that an Order or Contract is not proceeded with for any reason whatever, each party shall upon demand return to the other all such material as is referred to in the preceding sub-clause and undertake to destroy any copies thereof which may have been made by it.
15. Assignment and rights of third parties
The Contract is personal to the Customer, who shall not assign or charge the benefit thereof in any manner whatsoever without STC’s express written consent. For the avoidance of doubt all third party rights which might otherwise have been created under the 1999 The Contracts (Right of Third Parties) Act are specifically excluded. The Contract does not confer any rights or benefits to any third party whatsoever.
The Contract shall in all respects be constructed and operate in accordance with English law, and the Customer hereby submits to the exclusive jurisdiction of the English courts except in so far as it may necessary to enforce a decision of the English courts in another country. The customer specifically agreed that article 7 of EU regulation 1215/2012 shall not apply to the contract.
Except as provided in clause 8.3 hereof after formation of the Contract any alterations amplifications modifications limitations or additions thereto must be agreed by the parties, made in writing, refer to the Contract, and be annexed to the Confirmation of Order.
18.1 Notices shall be made in writing and posted in a first-class pre-paid envelope to the Customer’s address as shown respectively on the Order and Confirmation of Order or failing those to the address at which one party reasonably believes the other to be carrying on business.
18.2 A notice shall be deemed to have been given forty-eight hours after posting (or ninety-six hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom).
19.1 The clause headings hereto shall not affect the construction of these Goods Conditions.
19.2 STC’s rights are cumulative and not exclusive
19.3 If any provision or part of a provision of this agreement shall be, or held to be by any authority or court of competent jurisdiction, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of the contract, all of which shall remain in force.