1.1 “The Company” means Storage Hermanos LLC – Company number 32091818560.
1.2 “Contract” means the contract for the sale or provision and purchase of supplies.
1.3 “Customer” includes any person, firm or company who agrees to purchase goods or supplies from the company.
1.4 “Working days” means Monday to Friday inclusive excluding statutory Bank Holidays, Easter Good Friday and Christmas Day.
1.5 “Indemnified Matters” includes all liability actions, proceedings, claims demands, injury, damage(s), consequential or indirect loss, costs and expenses.
1.6 “Intellectual Property Rights” means intellectual and industrial property rights of all kinds including know-how, patents, registered or unregistered trademarks, design, right and copyright.
1.7 Statutory and other references in these conditions are intended to refer to current rules and statutes as amended periodically.
2. Basis of Contract
2.1 Company will sell and the Customer will purchase goods and supplies in accordance with the quotation of the company.
2.2 Quotations are made subject to fluctuations in price whether accruing before or after acceptance and subject to materials remaining unsold.
2.3 The price quoted will be based on the Company’s price levels prevalent at the time of quotation. However, the prices chargeable shall be those ruling at the date of despatch and the Company reserves the right to revise the price owing to increases in the cost of raw materials, wage rates and other expenses.
2.4 All quotations should be confirmed in writing by the Customer. Acceptance of our quotation will not bind us in anyway and no contract shall be formed until confirmed in writing by us.
2.5 In entering into the contract the Customer acknowledges that it does not rely on and waives any claim for breach of contract for any unconfirmed representations about goods or supplies by the Company’s employees or agents.
2.6 No variant of these conditions will be binding unless agreed in writing by a Director of the Company.
3. Orders and Specifications
3.1 “Specification” includes drawings, artwork, designs, plans, photographs, models, patterns, samples data and technical information of every description whether written oral or 3 dimensional.
3.2 The Customer will be responsible for the accuracy of the terms of the order including all specifications and any other necessary information it submits relating to the goods or supplies. All such information and specifications must be submitted within sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 Subject to the conditions the specification, quantity, quality and description for the supplies will be those as set out in the Company’s quotation or as otherwise agreed and accepted by the Company in writing
3.4 All dimensions quoted are normal only. It should be noted however that if galvanisation is required this may cause distortion and the Company cannot accept any liability as a result of this.
3.5 If the Supplies are to be manufactured or any process is to be applied to the Supplies by the Company in accordance with the Customer’s specification, the Customer will indemnify the Company against all loss, incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual Property Rights of any person which results from the Company’s use of the Customer’s specification.
3.6 The Company reserves the right with out notice to make any changes in the Specification of the supplies which are required to conform with any applicable safety or statutory requirements or which do not materially affect their quality or performance.
3.7 No specification or order may be amended varied or cancelled by the Customer except with the Company’s agreement in Writing. The Customer will indemnify the Company in full against all loss, costs, labour costs, material costs, damages, charges and expenses incurred by the Company as a result of such amendment, variation or cancellation.
4. Customer Returns
In no event will returns or cancellation be accepted on any Supplies made to the Customer’s Specification.
5.1 Delivery Address means the address stated in the Quotation or such other address as may be agreed in writing between the Customer and the Company.
5.2 Dates for delivery are estimated only and not binding on the Company. On reasonable notice Supplies may be delivered by the Company in advance of the quoted delivery date.
5.3 The Company may make delivery of the Supplies in instalments. The Customer may not refuse to accept delivery of any instalment of the Supplies or treat the Contract as repudiated on account of any alleged failure, shortage or defect in any instalment. If the Customer fails to take delivery of an instalment the Company will not be bound to make up such instalment according to any informal or binding schedules.
5.4 Delivery will be deemed to have taken place:-
When possession or control of the Supplies is offered or transferred to the Customer or its agent at an agreed delivery address before offloading or otherwise. OR
5.5 When the Customer collects the Supplies or arranges his own carriage at the moment possession or control of the Supplies is offered or transferred to the Customer or its agent.
5.6 If the Company or its carrier is transporting the Supplies or any instalment the Company will deliver them to the Delivery Address. The Customer will ensure that adequate means of access is available and provide all necessary facilities at the Delivery Address for unloading the Supplies. The Customer will indemnify the 5.7Company from and against the indemnified matters under or in respect of the access and unloading operations.
5.8 When the Customer arranges carriage the Customer will ensure that Deliver takes place as soon as possible or within 5 working days after the Company has notified the Customer that a consignment is ready. The transport supplied by the Customer or its agent must be suitable in all respects to carry the Supplies. The Company may, without liability, withhold Delivery if in its opinion the transport is unsuitable.
5.9 A receipt of Delivery note signed by or on behalf of a customer will be conclusive proof of the date and time of Delivery.
5.10 Risk in respect of the Supplies passes to the Customer upon Delivery or deferment if Delivery whichever occurs first. The Customer will insure the Supplies against loss or damage at the invoice price in the joint names of the Customer and the Company from Delivery until payment is made in full.
6. Failure to accept Delivery
If the Customer fails to take delivery of or collect the Supplies as required. The Company may store the Supplies at the risk of the Customer. The Customer will pay upon demand any reasonable storage costs of the 6.2Company and all other expenses involved including insurance. The Company may be re-invoiced at the rates prevailing at the date of despatch or collection by the Customer. Continued failure by the Customer to accept delivery of the Supplies may result in the Company re-selling the Supplies for the best price readily available. 6.3Any shortfall in the re-sale proceeds to the original sales value will be met by the Customer.
7.1 Unless otherwise agreed in writing the price of the Supplies will be the Company’s quoted prices or where no price has been quoted, or is no longer valid, the Contract price will be at the Company’s rates ruling at the date of delivery.
7.2 Unless otherwise agreed in writing all Quotations and prices exclude transport, packing, insurance and any reasonable travel, accommodation and subsistence expenses will be borne by the Customer. The Company will package all Supplies at its discretion and as it considers appropriate for the Supplies and the method of delivery. 7.3Any special packaging will be at the Customer’s expense and may delay delivery.
7.4 All prices quoted exclude VAT and any other taxes and duty at the rates applicable at the date of delivery. 7.5Any tax, duty or charge of whatever nature imposed by the authorities in a foreign country will be borne by the Customer.
8.1 The Company may invoice the Customer on or at any time prior to delivery, in full or by stages.
8.2 Unless otherwise agreed in writing the Customer will pay the price of the Supplies in full within 30 days of the invoice date. Title to the Supplies does not pass to the Customer until paid for in full, either by cash or cleared funds.
8.3 The Company may at any time require the Customer to provide security for payment or withdraw any credit facilities offered.
8.4 If the Customer fails to make any payment by the due date the Company, without prejudice to any other rights it may have:
8.5 Will be entitled to suspend all deliveries or work under that or any other Contract with the Customer and the 8.6Customer will not in any respect be released from the Customer’s obligations to the Company under any such Contract.
8.7 Will be able to treat the Contract with the Customer, together with any other incomplete contract(s), as having been unlawfully terminated by the Customer and to claim damages for breach of contract.
8.8 May cancel any discount allowed and charge for the Supplies in full.
8.9 May charge interest both before and after judgement at 5% above The Bank of England base rate, calculated on a daily basis, from the due payment date until the actual date of payment in full.
9.1 While any money remains outstanding by the Customer to the Company (whether due or not) property in all the Supplies under any Contract will remain vested in the Company notwithstanding delivery or passing of risk.
9.2 The Company may recover and re-sell any Supplies. The Customer will deliver to the Company upon demand any Supplies not paid for in full. The Customer also grants the Company an irrevocable licence to enter at any time any property owned or occupied by the Customer or any third party to repossess and remove Supplies whether or not they have been affixed to any property and/or examine any Supplies. The Customer will indemnify The Company against liability in respect of any damage it was not reasonably practicable to avoid caused to any such property in any such repossession or removal.
9.3 The Customer will hold all the Supplies in a fiduciary capacity for the Company, store separately, properly protected and insured and clearly identified as the Company’s property.
9.4 Use or Resale of the Company’s Supplies is not implied. Any authority given by the Company may be revoked at any time, and is automatically revoked, when any monies owing to the Company becomes overdue.
9.5 Nothing contained in this condition will confer any right on the customer to return the Supplies or to refuse or delay payment.
The customer will be deemed to have received and accepted the Supplies as satisfactory unless written notice of any alleged non-delivery, shortage or defects is given to the Company.
10.1 In the case of alleged non-delivery immediately the Customer becomes aware that delivery is overdue.
10.2 In the case of alleged under-delivery, shortages or damaged Supplies within 3 working days from Delivery and
10.3 In the case of alleged defect immediately upon the defect becoming apparent and in any event within 3 working days from Delivery or within the specified Warranty period (as set out in condition 12 below).
11.1 The Company will be given every facility to examine, at the delivery address, any Supplies that are the subject of the complaint and return to return them on request to the Company’s premises. The Customer must retain the Supplies until the Company has inspected them.
11.2 The Customer, at their own risk, will return, at the Company’s request, the Supplies complained about. The Company will be under no obligation in respect of any Supplies which have deteriorated or been damaged in transit.
11.3 The Company may replace, repair or make up Supplies which are incomplete, damaged or defective. Alternatively it may refund or give credit and the Company will be under no further liability to the Customer.
11.4 Any Supplies replaced will become the property and at the disposal of the Company.
12.1 Subject to these conditions the Company warrants that the Supplies will correspond in all material respects with their Specification at the time of delivery and will be free from substantial defects in materials and workmanship for a period of 12 months from Delivery. In case of services and work provided or carried out the Supplies will be provided or carried out with reasonable care and skill.
12.2 Subject as expressly provided in these conditions and except where the Supplies are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Acts 1977 all conditions, warranties, terms and liabilities whether express or applies by statute, custom or at common law excluded to the fullest permitted by law.
12.3 The Company shall. Not withstanding any other provisions of these conditions, not under any circumstances be liable in contract, tort, statute or otherwise for any indirect or consequential loss or damage of any kind or for any increased costs or expenses or loss of business profit. If the Customer wishes the Company to undertake liability for indirect or consequential loss and notifies the Company of this in writing, the Company is willing to do so provided that it is able to arrange insurance to cover such loss, and only then to the limit of cover arranged, provided that the price of the Supplies is increased to reflect the additional cost incurred by the Company in arranging such cover.
12.4 In order to ensure that it usable to discharge claims made against it by the Customer for any liability undertaken by it under the Contract, the Company has effected insurance to an indemnity limit including all costs and expenses of $1,000,000(one million USD). In no event will the Company’s liability exceed the sum of $1,000,000(one million USD). The Company is willing to arrange for additional insurance cover to enable it to take it on additional liability to the Customer provided the price of the Supplies is increased to reflect the additional costs incurred by the Company in arranging such additional cover.
12.5 If the Company fails to deliver the Supplies in circumstances that the Company is liable to the Customer the Company’s liability will be limited at the Company’s option:
a) to the excess (if any) of the costs to the Customer (in the cheapest available market) of similar Supplies to replace those not delivered; or
b) to replacing the Supplies within a reasonable time; or
c) to the amount of any insurance monies received by the Company in respect of the loss or non-Delivery of the Supplies; or
d) to assigning to the Customer any claim the Company may have against the Carrier.
12.6 In no event will the Company be liable for:
a) defects in any paint finish applied to the Supplies or which occur as a result of negligent handling, improper use, unsuitable fuels or power supply, unsuitable lubricants and coolants, faulty installation or construction work, unsuitable premises, chemical, electrochemical or electrical influences not specified as present in the Contract placed by the Customer;
b) Supplies which have been damaged, modified, altered or repaired in any manner after Delivery;
c) fair wear and tear;
d) any defect in the supplies arising from any Specification supplied or instruction given by the Customer;
e) any Supplies not manufactured by the Company but the Company at the request of the Customer will use its reasonable endeavours to pass to the Customer the benefit of any warranty or guarantee given by the manufacturer;
f) any Supplies which have been used after discovery of defects.
13. Specification and Information
13.1 The property in all Specifications (including all Intellectual Property Rights) prepared, manufactured or supplied by the Company in accordance will vest in and remain with the Company. The Customer will, at the Company’s request at ant time, immediately deliver the same to the Company together with all copies in its possession or control.
13.2 The Customer will keep all property of the Company which is in it’s possession or under it’s control safe, properly stored, in good condition and insured in its full value in the name of the Company and will not disclose, copy or transfer the same to any 3rd party.
13.3 The Customer will indemnify the Company against the indemnified Matters in respect of the Company’s tangible property which is at ant time in its possession or control.
13.4 The Customer will maintain and procure strict confidentiality regarding the Contract and all matters concerning the company and its business and affairs and will not disclose the same to any 3rd party or use the same except as may be necessary for the performance of the Contract.
To the fullest extent permitted by law the Customer will indemnify the Company from and against all indemnified Matters arising from any failure by the Customer to comply with the conditions or otherwise under or in connection with the Contract from any cause other than negligence or breach of contract by the Company.
15. Force Majure
The Company will not be liable to the Customer or be in breach of the Contract by reason of any delay in Delivery or any delay in performing or any failure to perform any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control. If any delay persists for longer than 6 months after the Delivery date the Customer shall be entitled to cancel the Contract.
16.1 Without prejudice to any of its rights or remedies the Company may without liability cancel the Contract or suspend further deliveries or work if;
a) The Customer commits any breach of the Contract or any other C0ontract with the company;
b) A meeting of the shareholders of the Customer is convened for the purpose of considering a resolution for the winding up of the Customer or a meeting of the creditors of the Customer is convened or there is a winding up petition or its circumstances exist in which the Customer may be wound up by the court.
c) The Customer becomes insolvent or unable to pay its debts within the meaning of section 123 for the Insolvency Act 1986 or permits any judgement against it to remain unsatisfied for 14 days.
d) The Customer ceases or threatens to cease to carry on business.
e) If any event occurs in relation to the customer under the laws of any other jurisdiction which is similar to or analogous with any events described above; or
f) The Company reasonably considers that any of the events mentioned above is about to occur and notifies the Customer accordingly.
16.2 If this condition or condition 15 above applies then, without prejudice to any other right or remedy available to the Company the Company will be entitled to cancel the Contract or suspend or require payment in advance of any further deliveries under the Contract without any liability to the Customer, and, if, the Supplies have been delivered but not paid for the price will become immediately due and payable notwithstanding any previous agreement to the contrary.
17.1 Any notice required or permitted to be given by either party to the other under these conditions will be in Writing, addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been pursuant to this provision to the party giving notice. A notice by 1st class post will be deemed served on the next working day after posting. A notice by telex or facsimile will be deemed served at the time of serving.
17.2 No waiver by the Company of any breach of contract by the Customer will operate as a waiver of any other subsequent breach.
17.3 If any provision of these conditions is found to be invalid or unenforceable in whole or in part the validity of the other provisions then these conditions and the remainder of the provision in question will not be affected.
17.4 The Contract between the Company and the Customer will be governed in all respects by English Law. The Customer will submit to the jurisdiction of the English Courts provided that the Company at its option may bring any legal proceedings against the Customer in the courts of the country.
17.5 The Company may sub-contract all or part of the contract. However, the Contract is personal to the Customer which may not assign the Contract or any rights or benefits under it.