Seaga UK Limited / SeagaCaffè Terms and Conditions
1. Definitions
1.1. In these conditions, unless the context requires otherwise:
1.1.1. ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;
1.1.2. ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.1.3. ‘Delivery date’ means the date requested by the Buyer for delivery of the goods;
1.1.4. ‘Goods’ means the articles and services which the Buyer agrees to buy from the Seller;
1.1.5. ‘Price’ means the price for the Goods excluding carriage and VAT (which shall be due at the rate current at the date of the VAT Invoice; and
1.1.6. ‘Seller’ means Seaga UK Limited / Seaga Caffè. Company Number 5066744 whose registered office and trading address is Unit 8, Cae Bach, off Builder Street, Llandudno, LL30 1DR.
2. Conditions Applicable
2.1. Unless covered by a separate written agreement as set forth in paragraph 2.4 below, these Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2. Seller reserves the right to revise specifications and product design in connection with any feature of Seller’s products. Such changes do not entitle the Buyer to corresponding changes, improvements, additions or replacements for equipment previously sold.
2.3. All orders for Goods must be in writing or electronically transmitted. Orders are accepted subject to fires, strikes, accidents and other causes beyond the reasonable controle of Seller. Acceptance of Buyer’s offer is conditioned on Buyer’s agreement to hold Seller harmless by reason of delifery delays.
2.4. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. All orders must be confirmed in writing By the Buyer.
2.5. All parts are shipped prepaid and add.
2.6. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.7. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by the Seller.
3. Price And Payment
3.1. The Price shall be the Seller’s quoted price at the time of Buyer’s order. The Seller’s price lists are subject to change without notice and are not quotations or offers to sell on the part of the Seller.
3.2. The Seller may by giving notice to the Buyer at any time up to 14 days before delivery increase the Price to reflect any increase in the cost to the Seller of transporting the Goods occurring after the making of the contract of sale provided that the Buyer may cancel this contract within 7 days of any such notice from the Seller if the increase in the Price exceeds 5% of the Seller’s quoted price.
3.3. Payment of the price, any carriage and VAT must be made within the terms agreed and indicated upon the invoice.
3.4. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% above Bank of England base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.5. If the Buyer fails to make any payments on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.5.1. Suspend or cancel deliveries of any Goods due to the Buyer: and/or
3.5.2. Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.6. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
4. The Goods
The quantity and description of the Goods shall be as set out in the Buyers written order once such order is confirmed in writing by the Seller.
5. Warranties And Liability
5.1. The Buyer shall inspect the Goods on delivery and shall within 24 hours of delivery notify the Seller by telephone (and confirm in writing within 48 hours of delivery) of any alleged defect, shortage in quantity, damage or failure to comply with description and the Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any default or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the goods.
5.2. If the Goods when delivered are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good by repairing or replacing such Goods or, if the Seller shall elect, by refunding a proportionate part of the Price.
5.3. The Seller shall make good at its option by the repair or replacement, shipped prepaid by Buyer at Buyer’s risk to Sellers facilities Llandudno, Wales, UK, any defect in the Goods developing under normal use and due solely to faulty design (except where the design is supplied by or on behalf of the Buyer) faulty materials (except where the materials are supplied by or on behalf of the Buyer) or faulty workmanship within 12 months of the Delivery Date (in which respect time shall be of the essence) Provided that: -
5.3.1. The Buyer shall be responsible for ensuring that the Goods are fit for the purpose for which he wishes to use them and the Seller gives no warranty (and none shall be implied) that the Goods are intended for any particular purpose and
5.3.2. The defect in question shall have appeared within 12 months after the delivery of the Goods and shall have been notified in writing to the Seller within 3 working days of its appearance
5.3.3. No attempt shall have been made by the Buyer or by any third party to remedy any defect before inspection by the Seller and
5.3.4. The installation in question shall have been serviced and maintained in accordance with the Seller’s recommendations and shall not have been altered or extended in any way by the Buyer or any third party
5.4. Apart from such reimbursement repair or replacement the Seller, its employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss or consequential or special damage of any kind whatsoever, howsoever and wheresoever’s, arising or arisen and whether direct or indirect including without limitation any injury, loss or damage arising out of or incidental to:
5.4.1. Any labour charges, for removal or installations of Goods, loss of sored goods, lost sales, lost orders, lost profits, lost income either gross or net alledgedly attributed either directly or indirectly to failures or non-performance of Seller’s Goods;
5.4.2. Any negligence of the Seller or any of its employees or agents (except in so far as such negligence may result in death or personal injury);
5.4.3. The Seller’s performance of or failure to perform or breach of any of its obligations, whether express or implied under this Contract or otherwise: or
5.4.4. The supply installation repair or maintenance of any Goods
5.5. The Seller’s liability to the Buyer, whether for any breach of Contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer.
5.6. The Seller shall not be liable to the Buyer for late delivery or short delivery of the goods.
5.7. In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Seller as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by the Seller on reselling the Goods after deducting the costs and expenses of resale.
5.8. The provisions of this clause 5 shall survive any termination of the Contract
6. Delivery Of The Goods
6.1. Delivery of the Goods shall be made to the Buyer’s requested address on the Delivery Date or as near thereto as the Seller’s carriers arrange. Failure by Seller to make delivery on the Delivery Date shall not be cause for cancellation. The Buyers shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
6.2. Buyer’s cansellation of orders, if agreed to by Seller carry a factory canscellation charge.
6.3. The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
7. Acceptance Of The Goods
7.1. The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
7.2. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. Title And Risk
8.1. The Goods shall be at the Buyer’s risk as from delivery to carrier, consequently Seller is not responsible for any loss or damage to shipment after delivery to carrier.
8.2. In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1. The Buyer shall have paid the Price plus carriage and VAT in full; and
8.2.2. No other sums whatever shall be due from the Buyer to the Seller.
8.2.3. Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.3. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all materials times identified as the Seller’s money.
8.4. The Seller shall be entitled to recover the Price (plus carriage and VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.5. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.6. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.7. The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8. The Buyer (if a limited company) shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part Xll as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. Proper Law Of Contract
9.1. This contract is subject to the law of England and Wales.
9.2. If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing a rising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.
10. WEEE
10.1. Seaga UK Limited / Seaga Caffè does not include an EU WEE Levy with your machine order. Environmental disposal is your DUTY. Producer registration number: WEE/HD0517WZ
11. MISCELLANEOUS
11.1. If a court of competent jurisdiction finds any of these terms invalid or unenforceable such finding shall not affect the validity or enforceability of any other part of these Terms and Conditions.
11.2. The failure of Seller to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of these Terms and Conditions or exercise any right hereunder, shall not be construded as a waiver or relinquishment of the future performance of any such Terms and Conditions orthe future exercise of such right, and the obligation of the Buyer with respect to such future performance shall continue in full force and effect.
11.3. No amendment to these Terms and Conditions shall be effective or binding on the Seller unless set forth in writing and executed by a duly authorized representative of the Seller and Buyer.
11.4. These Terms and Conditions contain the entire agreement and understanding between the Seller and Buyer with respect to the sale of goods to Buyer from Seller. These Terms and Conditions superceed any prior agreements, representations or understandings, both written and oral, between the Seller and Buyer with respect thereto.