Terms & Conditions

1. General:

The Company referred to in the following Conditions means Seminar Components (UK) Limited and “the Purchaser” the person, firm or company contracting with the Seminar Components (UK) Limited.

1.1 All quotations are made and all orders are accepted subject to the following conditions. All other conditions contained in any order or otherwise are excluded from the Contract and any variation thereof unless expressly accepted by the Company in writing or contained in any statute.

1.2 In these conditions the expression “goods” shall mean plant, materials, equipment or any parts thereof supplied by the Company and the expression “services” shall mean all works of design, repair or supervisory services and any other act to be performed by the Company.

1.3 The “Goods” are as described in the Company’s catalogue [as modified by any applicable specification]. To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Purchaser, the Purchaser shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of such specification.

2. Validity:

Quotations are not offers and no contract is deemed to come into existence unless and until the Purchaser’s order requesting the Company to carry out the services or supply the goods specified in a quotation is accepted by the Company in writing.

3. Terms of Payment and Credit Limits

3.1 Subject to Clauses 3.3, 3.4 and 3.5 hereof and unless otherwise agreed, terms of payment by the Purchaser shall be net cash payable within 30 days from the date of each invoice.

3.2 Time for payment shall be of the essence of the Contract and the Company shall be entitled to charge statutory interest at the rate of 8% above Bank of England minimum lending rate in pursuant of the Late Payment of Commercial Debt (Interest) Act 1998 on all overdue accounts and in addition may postpone  fulfilment of its own obligations and suspend work until such overdue payment is made.

3.3 The Company reserves the right to request that during the execution of a Contract 80% of the value of the materials and of the work done during each month be paid in the following month and Clause 3.2 hereof shall apply to such a payment.

3.4 The Company may agree a Credit Limit with the Purchaser from time to time. This Credit Limit may be varied from time to time by the Company, solely at its discretion, by the Company giving the Purchaser 30 day’s written notice of any revised Credit Limit.

3.5 Any Credit Limit afforded to the Purchaser shall be strictly adhered to. The Purchaser acknowledges that if, at any time it exceeds such limit and does not bring its account within such limit within 21 days of the Company notifying it in writing, this shall amount to a fundamental breach of these Terms and Conditions. In such circumstances, the Company shall be entitled to suspend delivery of any products and/or commence action for recovery of all invoices due and outstanding. Any consequential losses which may be incurred by the Purchaser as a result of its breach of this clause 3.5 are hereby excluded.

4. Prices:

4.1 All prices quoted are net unless otherwise stated and exclude VAT.

4.2 The price of the goods shall be the price set out in the order, or, if no price is quoted, the price set out in the Company’s published price list in force at the date of delivery.

4.3 The Company reserves the right to make an additional charge in respect of variations requested by the Purchaser to the terms and specifications of the Contract or for work to be carried out other than during normal working hours.

5. Title and Risk:

5.1 Despite delivery having been made, title in the goods shall not pass from the Company to the Purchaser unless the Purchaser has paid the price plus VAT in full;

5.2 Until title in the goods passes to the Purchaser in accordance with Clause 5.1, the Purchaser shall:

5.2.1 Hold the goods and each of them on a fiduciary basis as bailee for the Company; and

5.2.2 Store the goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Purchaser’s property

5.2.3 Not remove, deface or obscure any identifying mark or packaging on or relating to the goods; and

5.2.4 Maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

5.3 In the event of non-payment, the Purchaser may enter upon any premises owned, occupied or controlled by the Purchaser where the goods are situated and repossess the goods.

5.4 Risk in the goods shall pass to the Purchaser upon completion of delivery.

6. Delivery and Delay:

6.1 Time for delivery and performance is given in good faith as accurately as possible.

6.2 Time for delivery and performance shall in every case be conditional upon receipt of final instructions being obtained from the Purchaser within 7 days of the date of the Purchaser’s written order and all necessary approvals by the Purchaser being obtained forthwith upon receipt. The Company will ensure that each delivery is accompanied by a delivery date that shows the date of the order, order reference, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

6.3 The Purchaser shall notify the Company in writing of all necessary forwarding instructions within 7 days of notification that the goods are ready for despatch. In the event of delay by the Purchaser in giving forwarding instructions, the Purchaser shall pay all costs and expenses including a charge for storage and occasioned thereby and the Company shall be entitled to arrange at the Purchaser’s expense and risk, transport to, and storage at, suitable alternative premises to those of the Company.

6.4 Dates quoted for delivery of orders refer to dates upon which the goods are ready for despatch.

6.5 Unless otherwise specified, delivery shall be made of all goods to the nearest convenient unloading point (either road or rail) to the Purchaser’s works or appropriate site and the Purchaser shall be responsible for notifying the Company of any restrictions of access such as weight, width, height or unloading vehicles or containers. The Company shall have the sole right to determine the relevant unloading point.

6.6 If deliveries are required over an extended period each consignment shall be considered as a separate transaction and invoiced separately.

7. Damage in Transit, Non-Receipt. Returned Goods:

7.1 All goods and materials shall be examined by the Purchaser on delivery. The Company shall not be liable for claims in respect of shortage or damage in transit unless the carrier and the Company is notified in writing within 3 days of delivery or in the case of non-delivery notice in writing is given in respect thereof within 14 days of the date of notice or despatch of the goods from the works of the Company or its sub-contractors. In the absence of such written notice the goods will be deemed to have been received in the correct quantity and free from patent defects which would have been apparent on inspection.

7.2 Credit for shortage or damage will only be allowed when the Company’s conditions in the preceding sub-clause are met.

7.3 In the event of the Purchaser wishing to return goods ordered by him for any reason whatsoever permission for such returns must be obtained from the Company in writing, such permission not to be unreasonably withheld.

8. Cancellation:

Cancellation will only be accepted by the Company on condition that the reasonable and unavoidable costs and expenses sustained by the Company as a consequence of the Purchaser’s cancellation will be reimbursed by the Purchaser to the Company forthwith.

9. Guarantee:

The Company agrees to replace or at its opinion repair goods supplied by it and proved to its reasonable satisfaction to be faulty (fair wear and tear, damages due to misuse or improper operation excepted) provided that such fault is notified to the Company within 7 days of the discovery of the fault. Any replacement shall include free delivery to the Purchaser’s works. This guarantee is given in lieu of the implied conditions contained in Sections 13, 14 and 15 of the Sale of Goods Act 1979 or any subsequent statutory provision
and any other condition or warranty implied by trade custom, usage or common law. The Purchaser hereby acknowledges:-

9.1 That it purchased the goods in a competitive market and that the bargaining strength of the Company was in no way a relevant factor in the purchase of the goods from the Company.

9.2 That the Purchaser purchased the goods in the course of business and not for private use.

9.3 That the Purchaser knows the extent and the meaning of the clause and the limitation thereby imposed by it under Sections 13, 14 and 15 of the Sale of Goods Act 1979.

10. Rectification:

Except in accordance with clause 9 above or as otherwise agreed in writing, the Company shall not be liable for the cost of rectifying goods or services.

11. Liability:

11.1 The Purchaser agrees that apart from the express terms of the quotation provided by the Company (to include any specifications of goods) or in any other document expressly stipulated therein to form part of the Contract and to be outside the provision of this condition, no statement or representation has been made by the Company relating to the performance or efficiency or other characteristics of the goods or services supplied or performed or if any such statement or representation has been made the Purchaser warrants that he understood them to be statements of opinion only and that he did not rely on them.

11.2 Save as provided by clauses, 7.1, 7.2 and 9 above, the Company shall not be liable in contract, tort or otherwise for any direct or consequential losses, damages or expenses relating to damages to property or for any loss of profit or production arising out of or occasioned by any error in design or drawing or any defect in or failure of the goods or services supplied by the Company or occasioned by reason of any act or omission in its performance of any Contract whether of manufacture, supply, design, repair, site supervisory service or otherwise whatsoever.

11.3 The Purchaser shall indemnify the Company in respect of all claims made or proceedings taken against the Company by any third party including, but not limited to employees of the Company. The Purchaser’s employees or the employees of any contractor employed by the Purchaser or the personal representatives or dependants of any such employees or third parties in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the goods and services in any manner whatsoever, except when it is proved that the Company or its employees have been negligent.

11.4 The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations.

11.5 The Company does not give any undertaking that its employees or those employed by its sub-contractors will be members of a trade union.

12. Description, Drawings, Data, Confidential Information:

12.1 All documents and other information supplied by the Company are supplied on the express condition that the Purchaser will not, without the written consent of the Company, give away, lend, exhibit or sell any such documents or extracts therefrom or copies thereof.

12.2 All illustrations, weights, measures, temperatures, capacities and performance schedules contained in the Company’s printed brochures and sale literature form no part of the Contract.

12.3 The Purchaser shall be responsible for the accuracy of all information and drawings supplied by it and the Company shall not be under any responsibility to check the accuracy thereof. Copyright in respect of all drawings and other documents prepared by the Company shall vest in and remain the property of the Company.

13. Trade Marks, Patents, Copyright:

Where goods or services consist of any articles to be manufactures, altered or worked upon by the Company in accordance with the design, specification or instructions of the Purchaser, the Purchaser warrants that any such articles shall not in any way infringe any letters, patent, copyright or any other protection subsisting in favour of Third Parties and agrees to indemnify the Company against all actions, claims and demands including any costs and expenses incurred by the Company. In the event of any claims being made against the Purchaser in respect of infringement of letters, patent, copyright or other protection in respect of goods or services designed and supplied by the Company, the Purchaser shall inform the Company immediately. Thereupon the Company shall be at liberty at its absolute discretion to conduct all negotiations for the settlement of any such claim or any litigation or proceedings which may arise therefrom.

14. Force Majeure:

The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God, Government restriction or Control or by reason of any act done pursuant to a Trade dispute whether such dispute involves the Company’s servants or not or by reason of any other Act, matter or thing beyond the reasonable control of the Company.

15. Written Trade References:

The Purchaser shall, if required by the Company, provide two satisfactory trade references and a Bank reference.

16. Licences, Regulations, Bye-Laws:

No responsibility is accepted by the Company for failure to comply with any statutory or other regulation or local bye-law affecting the siting, use or operation of the goods. All approvals required shall be obtained by the Purchaser.

17. Law and Jurisdiction:

The Contract shall be governed and construed in all respects in accordance with the Laws of England and shall be the subject only to the jurisdiction of the English Courts.

18. Right of Set-Off and Counterclaim:

No right of set-off shall exist in respect of any claims by the Purchaser against the Company unless such claims have been agreed by the Company in writing and the Purchaser shall not withhold all or any part of any payment which has become due to the Company for work done.

19. Assignment by the Purchaser:

Until such time as title in any goods has passed to the Purchaser under clause 5.1 above the Purchaser shall not make any composition or arrangement with or assignment for the benefit of his creditors in respect of the Company’s goods or services without the Company’s agreement in writing.

20. Test Certificate:

The Company shall not be obliged to provide test certificates unless the Purchaser requests such certificates within a reasonable time in advance of delivery and the Company shall be allowed to charge a reasonable fee for such certificates.

21. Excess/Shortages:

21.1 The Company will make every effort to supply the quantities stipulated on the Purchaser’s order but reserves the right to vary the quantity by plus or minus 5%. All goods will be charged by numerical units supplied.

21.2 For the avoidance of doubt nothing in this agreement shall confer on any third party, any benefit or the right to enforce any terms of this agreement,

22. Intellectual Property Protection:

22.1 Intellectual Property means (without limitation) copyrights and related rights, service marks, utility models, moral rights, rights in designs, database rights, trademarks, trade names, domain names, rights in logos, get up and content, inventions, rights to inventions, rights in goodwill or to sue for passing off, rights in confidential information including trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights or privacy and all intangible rights and privileges of a nature similar to any of the foregoing and other intellectual property rights, in every case in any part of the world which may subsist now or in the future and whether or not registered; and including all granted or pending registrations and renewals or extensions of such rights and all rights to make applications for registrations in respect of any of the same.

22.2 All Intellectual Property Rights in the content and design of the goods together with the Company’s website and any other material supplied to the Purchaser are the property of the Company.

22.3 No Purchaser may use or reproduce any Company Intellectual Property (or a part thereof) whatsoever including any trademarks, registered or unregistered for any reason without written permission from the Company and nor shall any Purchaser allow the same to be done by a third party with its knowledge.

22.4 Each Purchaser undertakes that it shall use its best endeavours to report any suspicions as regards the abuse or theft of the Company’s Intellectual Property Rights to the Company at the first opportunity.

22.5 Each Purchaser should assume that everything that can be read on this website and all materials and goods delivered to each Purchaser are protected by copyright unless otherwise stated.

22.6 All the Company’s rights with regard to Intellectual Property are hereby reserved.