Terms and Conditions1. GENERAL
(i) These Conditions shall govern all transactions into which Solon Security Ltd ('Solon') enters with its customers.
(ii) In these Conditions 'customer' shall mean the other party to any quotation, offer, order or contract with or by Solon, 'the goods' shall mean products manufactured or sold or services performed by Solon or by the customer.
' Invoice' shall mean the document dispatched to the customer requiring payment and containing specifically or by inference these Conditions;
' Proforma Invoice' shall mean an invoice sent by Solon to the customer requiring payment to Solon before despatch of goods;
' Order' shall mean the goods requested by the customer either by facsimile, electronic mail or by post on the customer's official order form or company letterhead;
' Consignment Note' shall mean the document accompanying the goods in their despatch and delivery from Solon by Solon vehicle to the customer and on which the customer signs for receipt of goods on delivery to him and which is then returned to Solon;
' Delivery Note' shall mean the document accompanying goods in their despatch and delivery from Solon vehicle, post or carrier and on which Solon lists the goods dispatched against the customer's order.
(iii) No conditions or stipulations in or attached to any form of order submitted by the customer, or otherwise sought to be imposed by the customer, and which are inconsistent with the conditions or which purport to add to or modify them in any way shall have any effect.
(iv) No person in the employment of Solon or acting or purporting to act as an agent of Solon has the authority to accept orders or supply goods on any conditions other than these conditions or to vary these conditions in any way whatsoever, except by written agreement between the customer and Managing Director of Solon.
(v) No previous dealings or course of conduct between Solon and any customer shall vary or replace or prevail over these Conditions in any circumstances.
2. PRICES & QUOTATIONS
(i) All prices listed in the Solon Price List are correct at the time of publication of the current edition thereof. Solon will make all reasonable endeavours to ensure that goods are available at these prices. Solon Security Ltd cannot be held responsible if supplies are unobtainable or otherwise un-saleable.
(ii) All quotations are made at current prices listed in the current edition of the Solon Price List but such quotations are subject to alteration in accordance with prices current at the time of despatch of the goods.
(iii) The prices quoted on Proforma invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the invoice was raised.
(iv) All prices quoted on invoices including Proforma invoices are subject to the addition of Value Added Tax at the rate current at the time of despatch.
3. PAYMENT & SETTLEMENT TERMS
(i) Customers who wish to open credit facilities shall apply in writing to Solon, quoting the credit limit required and the names and addresses of two current commercial references and one Bankers reference.
(ii) Solon retains the right to decline any application for credit facilities without giving any reason.
(iii) Credit accounts are subject to settlement by the customer within seven days of the date of statement. When payment is overdue Solon reserves the right to charge interest on the amount overdue at such rate as may be permitted by law from time to time.
(iv) When a credit customer is in default in the payment of any account then all sums owed to Solon by the customer on any account whatsoever become immediately due and payable in full.
(v) If the customer has no credit account, Solon will accept payment from the customer by cheque, banker's draft or major debit cards.
(vi) Where a cheque is offered by the customer in payment for goods, Solon reserves the right to delay the despatch of the goods pending the clearance of that cheque.
(vii) If for any reason the customer disputes the payment of any invoice, not withstanding this, he shall still pay all other invoices when they become due.
4. RETENTION OF TITLE
(i) The customer acknowledges that before entering into an agreement for the purchase of any goods from Solon he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or being a company with limited or unlimited liability know of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver or liquidator to partition for winding-up of the company or exercise any other rights over or against company's assets.
(ii) Goods which are the subject of any agreement by Solon to sell, (which expression means, without limitation, any order) shall be at the risk of the customer as soon as they are delivered by Solon to his vehicles or his premises on his instructions.
(iii) Such goods shall remain the sole and absolute property of Solon as legal and equitable owner until such a time as the customer shall have paid Solon the agreed price in full together with the full price of any other goods the subject of any other contract with Solon.
(iv) The customer acknowledges that he is within possession of goods solely as bailee for Solon until such time as the full price thereof is paid to Solon together with the full price of any goods the subject of any other contract with Solon.
(v) Until such time as the customer becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of Solon.
(vi) The customer's right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy of if he, being a company, does anything or fails to do anything which would entitle any person to present a petition for winding-up. Solon may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5. CARRIAGE & DELIVERY
(i) Solon reserves the right to charge carriage on deliveries as appropriate.
(ii) Delivery dates are given in good faith by Solon to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the times stated in any communication by and on behalf of Solon.
(iii) No liability for direct or consequential loss or damage arising from delay in the delivery of goods, including without prejudice to the generality of the foregoing any delays due to any Act of God, war, civil disturbance, strikes, lock-outs or any act outside Solon's control, will be accepted.
(iv) The customer shall : -
a) Check all goods delivered by Solon van and sign the delivery note for the goods in the presence of Solon's driver;
b) Mark any discrepancies between goods ordered and goods delivered on the consignment note prior to signing; and
c) Refuse any goods found to be damaged and mark the consignment note accordingly.
(v) Any claims over damaged goods or discrepancies between the goods listed on the delivery note and the goods delivered to the customer must be submitted to Solon with the full particulars of the order, the delivery note and any other relevant information in writing within two working days of the delivery, failing which Solon cannot accept liability. The submission of a claim within this time limit does not necessarily mean that Solon will accept liability in relation to such claim. A consignment note signed 'unexamined' is not sufficient to uphold a claim,
(vi) Solon shall not be liable for any loss resulting from the customer's failure to comply with the requirements of the British Railway's Board, Road Carriers or the Post Office regulations.
(vii) If the customer does not receive the goods within 14 days of the date of invoice, he is required to notify Solon immediately thereafter; otherwise no liability can be accepted.
(i) Solon gives no guarantee or warranty on goods supplied by Solon other than that given that by the manufacturers concerned or as provided with the orders.
(ii) Solon does not accept liability for consequential loss or damage arising from goods supplied by Solon.
(iii) All description, weights and dimensions issued by Solon are approximate only and are intended only to present to intending customers a general description of the goods to which they refer, and no warranties or representations are given or should be inferred therefrom.
(i) Solon's trading policy is only to supply bona fida trade customers against official customer orders. The proper control and authorisation of official orders is deemed to be the responsibility of the customers. Solon cannot accept any liability for either the incorrect use or abuse of customer official orders.
(ii) Solon reserves the right at anytime and without explanation to:
a) Refuse to accept an order
b) Cancel an order
c) Suspend deliveries against an order whether or not an account is in arrears
d) Refuse cancellation of an order
e) Cancel unexecuted installments of an order
(iii) No variation of an order will be recognised unless otherwise agreed by Solon in writing.
(iv) All orders must be confirmed in writing by the customers and signed by an authorised signatory.
(v) Solon retains the right to levy a handling charge where a customer cancels an order.
(vi) Where an order involves bespoke work specific to a customer, including own brand printing, the customer cannot cancel the order and if he does, Solon reserves the right to invoice the order in full, whether it has been delivered or not.
(i) No goods may be returned by the customer without Solon's prior written consent.
(ii) Goods returned for credit must be accompanied by a delivery note quoting the number of Solon's invoice against which the goods were originally supplied and the reason for return.
(iii) Solon reserves the right to refuse any returns or refuse any credit for non-faulty returned goods, should those goods in anyway be unfit for resale. Unfit for resale being entirely at the discretion of Solon.
(iv) Solon reserves the right to invoice a restocking charge for any non-faulty returned goods.
(v) Goods returned and found to be faulty will be replaced or credited at the customer's discretion and the costs of returning these items will be refunded by Solon.
(vi) No liability can be accepted for loss or damage to goods returned by the customer.
(vii) If there is a discrepancy between goods advised as returned and the actual goods received, Solon will only credit the goods actually received.
(viii) Boxes, cases and pallets that have been charged to the customer will be credited in full when returned to Solon's dispatching depot in good condition, carriage paid, within fourteen days from the date of Solon's invoice. Drums will be charged according to manufacturers schedules.
The copyright and all other intellectual property rights in all articles, lists, drawings, descriptions and other information produced by Solon shall remain the property of Solon.
These conditions are subject to and shall be construed in accordance with the Laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England & Wales.