PREMIUM RETAIL DISPLAY SOLUTIONS

Terms & Conditions

Schafer Systems (UK) LTD Conditions of Sale

Definitions

1.1 ‘Schafer’ means Schafer Systems (UK) Limited company number 05094525 of Heapy Street, Macclesfield, SK11 7JB.
1.2 ‘The Purchaser’ means the person firm or company to be supplied with the Goods by Schafer. ‘Goods’ means the goods materials and/or other items or services to be supplied pursuant to the Contract.
1.3 ‘The Contract’ means the contract for sale and purchase of the Goods made between Schafer and the Purchaser to which these Conditions apply.

Scope

2.1 These Conditions apply to all sales of Goods by Schafer and shall prevail over and apply to the exclusion of any inconsistent terms or conditions contained or referred to in the Purchaser's order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by Schafer. Purported provisions to the contrary are hereby excluded or extinguished.
2.2 For the avoidance of doubt in the event that any sales or technical literature prepared by Schafer shall contain any terms or conditions that purport to govern the sale of goods inconsistent with these Conditions such terms and conditions shall be of no effect and shall be superseded by these Conditions. Under no circumstances shall Schafer be responsible for or held to be liable in respect of any term condition statement or representation relied upon by the Purchaser which is not attached to or endorsed upon the Purchaser's order and subsequently confirmed in writing by Schafer.

Quotations

3.1 A quotation or tender by Schafer does not constitute an offer and Schafer reserves the right to withdraw or amend the same at any time prior to Schafer's acceptance of the Purchaser's order.

Prices

4.1 The prices payable for the Goods shall be those charged by Schafer at the time of despatch. Schafer shall have the right at any time to revise the price to take account of increases in costs including (without limitation) costs of any goods or materials labour or overheads carriage the increase or imposition of any tax duty surcharge or other levy or any variation in exchange rates. Unless otherwise stated the price quoted is ex works and is exclusive of value added tax.
4.2 Any special packaging requested by the Purchaser shall be the subject of an additional charge.

Terms of Payment

5.1 Subject to Condition 8 (Export Sales) and unless otherwise agreed by Schafer in writing payment shall be due and payable in cash without any deduction or set off by the end of the month following the month of invoice (ie. Net Monthly).
5.2 Schafer shall be entitled to submit its invoice with its delivery advice note or any time afterwards save that where delivery has been postponed at the request of or by the default of the Purchaser then Schafer may submit its invoice at any time after the Goods are ready for delivery or would have been ready in the ordinary course but for the request or default of the Purchaser.
5.3 No dispute arising under the Contract or delays beyond the reasonable control of Schafer shall interfere with prompt payment in full by the Purchaser.
5.4 In the event of default in payment by the Purchaser Schafer shall be entitled without prejudice to any other right or remedy:

  • 5.4.1 to suspend all further deliveries under this Contract and any other contract or contracts between Schafer and the Purchaser then current without notice; and/or
  • 5.4.2 to charge interest on any amount outstanding at the rate of 2% per month such interest being charged as a separate continuing obligation and not merging with any judgement; and/or
  • 5.4.3 to serve notice on the Purchaser requiring immediate payment for all Goods supplied by Schafer under this and all other contracts with the Purchaser whether or not payment is otherwise due or invoiced.

Title

7.1 Title to the Goods or any part thereof shall pass to the Purchaser only upon the happening of any one of the following events:

  • 7.1.1 the Purchaser has paid to Schafer all sums due from it to Schafer under this Contract;
  • 7.1.2 when Schafer serves on the Purchaser notice in writing specifying that title in the Goods or such part thereof has passed.
7.2 Schafer may recover Goods in respect of which title has not passed to the Purchaser at any time and the Purchaser hereby licenses Schafer its partners officers employees and agents to enter upon any premises of the Purchaser for the purpose either of satisfying itself that sub-condition 7.3 below is being complied with by the Purchaser or of recovering any Goods in respect of which title has not passed to the Purchaser. This right shall continue to subsist not withstanding the termination of the Contract through the happening of any of the events specified in Condition 17 or otherwise and without prejudice to any accrued rights of Schafer under Condition 17.
7.3 The Purchaser shall ensure that Goods in respect of which title has not passed are stored separately from other goods and that they are clearly identifiable as belonging to Schafer. If the Goods are combined by the Purchaser with other items or materials or utilised or consumed in the production of other items or materials Schafer shall retain title to the Goods if they remain capable of removal or separation from the resulting items. Until title to the Goods has passed to the Purchaser pursuant to this Condition it shall possess the Goods as a bailee of Schafer on the terms of this Contract. If the Company so requires the Purchaser will return the Goods in good condition and will meet any cost of Schafer incurred in recovering or repairing the Goods in the event of the Purchaser's failure to comply with this sub-condition.
7.4 Without prejudice to the foregoing sub-conditions and in the event that the Purchaser shall in the course of its business dispose of the Goods to a customer being a bona fide Purchaser without notice of Schafer's rights then the Purchaser shall have a fiduciary duty to Schafer to account to Schafer for the proceeds (which shall be kept separate and identifiable from the Purchaser's own monies) but may retain therefrom any excess of such proceeds over the amount outstanding under this or any other contract between them.

 

Export Sales

8.1 Notwithstanding condition 5 hereof in the case of export sales the price of the Goods shall if required by Schafer be secured by an irrevocable letter of credit satisfactory to Schafer established by the Purchaser in favour of Schafer immediately upon receipt of Schafer's acknowledgement of order and confirmed by a United Kingdom bank acceptable to Schafer. The letter of credit shall be for the full contract price inclusive of any tax or duty payable by the Purchaser and Schafer shall be entitled to payment on presentation to such United Kingdom bank of the documents specified by Schafer on the acknowledgement of order.
8.2 Schafer reserves the right to levy a 20% administration and depreciation charge in respect of rotation of the Goods and returns. Returns must be made subject to the following:

  • 8.2.1 prior authority having being obtained from Schafer which will be given at Schafer’s sole discretion;
  • 8.2.2 notice must be given within 7 days of the date of the invoice;
  • 8.2.3 the Goods must be in their original packaging and properly packed;
  • 8.2.4 the Goods must be in a saleable condition;
  • 8.2.5 if Schafer nevertheless agrees to accept any Goods returned that are not in a saleable condition Schafer reserves the right to charge the cost to the Purchaser of bringing the products into a saleable condition.
8.3 Unless the context otherwise requires any term or expression which is defined in or given particular meaning by the provisions of INCOTERMS 2000 shall have the same meanings in these Conditions but if there is any conflict between the provisions of INCOTERMS 2000 and these Conditions the later will prevail
8.4 Where the Goods are supplied for export from the United Kingdom the provisions of sub-condition 8.2 shall (subject to any special terms agreed in writing between the Purchaser and Schafer) apply notwithstanding any other provision of these Conditions.
8.5 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
8.6 Unless otherwise agreed in writing between the Purchaser and Schafer the shipping shall be arranged by the Purchaser and delivered EXW INCOTERMS 2000.
8.7 The Purchaser shall be responsible for arranging and carrying out testing and inspection of the Goods at Schafer's premises before shipment. Schafer shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment or in respect of any damage during transit.

 

Inspection

9.1 If any testing and/or inspection is required by the Purchaser it shall be carried out at the Purchaser's expense at Schafer's works or such other place or places as Schafer may appoint. Where at the Purchaser's request Schafer supplies a test certificate the cost of providing such certificate maybe charged to the Purchaser and added to the Contract price referred to in Condition 4.

Variations

10.1 When Goods are ordered by reference to quantity Schafer reserves the right to under or over deliver the quantity by 10% and the Purchaser shall pay for the quantity delivered.
10.2 All weights per unit and dimensions quoted are approximate only and subject to recognised tolerances and Schafer reserves the right to charge the price applicable for the theoretical weight of the Goods.

Disclosure of Information

11.1 All technical advice data or information given by Schafer its employees or agents in respect of the Goods is made in good faith on the basis of test data and field experience and is provided for general guidance only. No such information advice or data shall form any part of the Contract.
11.2 The Purchaser shall be solely responsible for ensuring that all drawings information advice and recommendations given to Schafer either directly or indirectly by the Purchaser or by the Purchaser's agents employees consultants or advisers is accurate correct and suitable. Examination or consideration by Schafer of such drawings information advice or recommendations shall in no way limit the Purchaser's responsibility hereunder unless Schafer specifically agrees in writing to accept responsibility.

Third Party Rights

12.1 The Purchaser shall indemnify Schafer against any claims costs demands and expenses incurred by or made against Schafer as a direct or indirect result of the carrying out of any work required to be done on the Goods in accordance with the requirements or specification of the Purchaser involving any infringement or claims of infringement of any intellectual or industrial property right vested in any third party.
12.2 In any case where the Goods are capable of becoming the subject of any industrial or intellectual property rights of any third party Schafer shall be obliged to transfer to the Purchaser only such title as it may have to the Goods.

Insurance

13.1 In any case where the Purchaser wishes Schafer to insure any specific consignment of Goods the purchaser must so advise Schafer in writing within a reasonable time prior to delivery quoting the full value to be insured. The Purchaser shall pay the premium chargeable for such insurance.

Liability

14.1 Schafer shall not be liable to the Purchaser for:

  • 14.1.1 subject to condition 10.1 and 10.2 any discrepancy in quantity or weight delivered unless the Purchaser notifies Schafer of any claim for short delivery within 96 hours of receipt of goods;
  • 14.1.2 damage to or loss of the goods or any part thereof in transit or non-delivery of the Goods unless the Goods are carried by Schafer's own transport or by a carrier on behalf of Schafer and the Purchaser notifies Schafer of any such claim in writing within 96 hours of receipt of the Goods (in the case of loss or damage) or within 96 hours of the scheduled date for delivery (in any case of non-delivery);
  • 14.1.3 defects in the Goods caused by any act neglect or default of the Purchaser or of any third party;
  • 14.1.4 other defects in the Goods unless notified to Schafer within 96 hours of receipt of the Goods by the Purchaser or where the defect would not be apparent on reasonable inspection within one month of delivery.
14.2 In the event of any shortage or non-delivery and/or damage or defect in respect of which Schafer accepts liability under Condition 14.1 the sole obligation of Schafer shall be at its option to make good any such shortage or non-delivery and/or as appropriate replace or repair any Goods found to be damaged or defective or repay the price of the Goods in respect of which the complaint is made (less such allowance as Schafer may determine in respect of the scrap value of such Goods in the event that the same are retained in the possession of the Purchaser). In no circumstances shall Schafer's aggregate liability to the Purchaser whether for negligence breach of contract misrepresentation or otherwise exceed the cost of the defective damaged or undelivered Goods determined by net price invoiced to the Purchaser in respect of any occurrence or series of occurrences
14.3 Unless the Contract is an international supply contract as defined in section 26 of the Unfair Contract Terms Act 1977 Schafer shall not accept liability for death or personal injury caused by the negligence of Schafer its employees or agents.
14.4 Schafer's liability under this Condition 14 shall be to the exclusions of all other liability to the Purchaser whether contractual tortious or otherwise for defects in the Goods or for any loss or damage to or caused directly or indirectly by the Goods whether or not (save in the circumstances of sub-condition 14.3) caused by the negligence of Schafer its employees or agents.
14.5 Schafer's prices are determined based on the limits of liability set out in this Condition. The Purchaser may by written notice to Schafer request Schafer to agree a higher limit of liability provided insurance cover can be obtained. Schafer shall acquire insurance up to such limit and the Purchaser shall pay upon demand the amount of any and all premiums. In no case shall the Purchaser be entitled to recover from Schafer more than the amount received from the insurers.

 

Licences and Consents

15.1 If any licence or consent of any government or other authority shall be required for the acquisition importation or use of the Goods by the Purchaser the Purchaser shall obtain the same at its own expense and if necessary or so required produce evidence of the same to Schafer on demand.

Force Majeure

16.1 Schafer shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the supply of the Goods by Schafer being prevented hindered delayed or rendered uneconomic by reason of any Force Majeure Circumstances.
16.2 In this condition ‘Force Majeure Circumstances’ shall mean any act of God riot or strike lock out trade dispute or labour disturbance accident breakdown of plant or machinery fire or flood difficulty or increased expense in obtaining workmen materials or transport or other circumstances whatsoever outside the reasonable control of Schafer affecting the provision of the Goods or of raw materials for the Goods by Schafer's normal route or means of delivery.
16.3 If due to Force Majeure Circumstances Schafer has insufficient stock to meet all its commitments Schafer may apportion available stock between its customers at its sole discretion.

Insolvency

17.1 If the Purchaser shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings being commenced for the administration or liquidation of the Purchaser (other than for a voluntary winding up for the purposes of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of the Purchaser's assets or undertaking (or the non-UK equivalent of any of the foregoing occur) Schafer shall be entitled to cancel the Contract in whole or part by notice in writing without prejudice to any right or remedy accrued or accruing to Schafer.

Composite Products

18.1 In circumstances where Schafer supplies Goods to the Purchaser for incorporation with or use ancillary to any composite products to be produced manufactured processed or supplied by the Purchaser (referred to below as ‘Purchaser Composite Products’) or by any sub-purchaser from the Purchaser or third party (referred to below as ‘Third Party Composite Products’) then:

  • 18.1.1 the Purchaser shall in the case of Purchaser Composite Products forthwith on demand produce for inspection by Schafer copies of all written instructions information and warnings to be supplied therewith or in relation thereto and in the case of Third Party Composite Products shall use its best endeavours to produce such items Provided nevertheless that such inspection or right to inspect on the part of Schafer shall not of itself constitute acceptance or approval of such items; and
    • 18.1.2 the Purchaser shall indemnify reimburse and compensate Schafer for all losses and damages (including costs expenses and charges for legal actions in which Schafer may be involved) that Schafer may incur in the event that any claim or claims are made against Schafer pursuant to the Act relating to Composite Products or Third Party Composite Products in circumstances where the Goods supplied by Schafer:
    • 18.1.2.1 were not the defective part of the said Purchaser or Third Party Composite Product; or
    • 18.1.2.2 were only rendered the defective part or became a defective product by reason of actions or omissions of the Purchaser or a third party; or
    • 18.1.2.3 were only rendered the defective part or became a defective product by reason of instructions or warnings given by the Purchaser or other supplier of the said Products or by reason of Schafer's compliance with drawings or specifications furnished by or on behalf of the Purchaser.
    • 18.1.3 For the purposes of this Condition only the word ‘defective’ shall be interpreted in accordance with the definition of ‘defect’ contained in Part 1 of the Consumer Protection Act 1987.
    • 18.1.4 The Purchaser hereby acknowledges that it is under a duty to pass on to its customers (where appropriate) all instructions information and warnings supplied to it by Schafer with the Goods.

Waiver

19.1 The failure by either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

Notices

20.1 Any notice hereunder shall be in permanent readable form and shall be deemed properly addressed to the party concerned at its principal place of business or last known address. Any such notice shall be taken to be received by the address two working days following the date of despatch of the notice by post or when the notice is sent by hand or given by facsimile or other electronic medium simultaneously with the delivery or transmission.

Severability

21.1 In the event of any provision of these Conditions being or becoming void in whole or in part the other provisions shall remain fully valid and enforceable and void provisions shall where appropriate be replaced in accordance with the meaning and purpose of these Conditions.

Headings

22.1 The headings in these Conditions are inserted for convenience only and shall not affect their construction.

Law

23.1 The Contract shall in all respects be governed by and construed and interpreted in accordance with the law of England and save for injunctive relief which may be sought by Schafer in any jurisdiction the parties hereby submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising hereunder.