SC Johnson Professional Limited Terms of Trading

Registered in England & Wales No. 364651. Registered Office: Denby Hall Way, Denby, Derbyshire, DE5 8JZ, UK

Price
1. The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
2. Our quotations lapse after 30 days (unless otherwise stated).
3. The price quoted includes (unless otherwise stated) packing and delivery to addresses in the United Kingdom.
4. Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.
5. Rates of tax and duties on the goods will be those applying at the time of delivery.
6. We will charge you for all pallets not returned to us in good condition within 30 days.
Delivery
1. All delivery times quoted are estimates only.
2. You shall take delivery of the goods within the time period agreed. You shall supply adequate instructions as may reasonably be required to enable us to complete delivery within such period.
3. If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
4. If for any reason you fail to accept delivery of any goods within the time period (if any) agreed, or we are unable to deliver the goods because you have not provided adequate instructions, or if you do not collect the goods by the date we give for collection, we may:
  1. treat the goods as having been delivered on that day (for the purposes of risk, inspection and payment); and
  2. charge you for the storage or redelivery of those goods.
5. We may deliver the goods in instalments. Each instalment is treated as a separate contract.
6. We may decline to deliver if:
  1. we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
  2. the premises (or the access to them) are unsuitable for our vehicle.
Risk
1. The goods are at your risk from the time of delivery.
2. Delivery takes place either:
  1. when the goods are loaded at our premises (if you are collecting them or arranging carriage); or
  2. when the goods are unloaded at your premises or address specified by you (if we are arranging carriage).
3. You must inspect the goods on delivery. If any goods are damaged or not delivered, you must notify us within 48 hours of delivery and write to confirm your claim within 21 days of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods. If you fail to notify us in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.
Payment Terms
1. You are to pay us in cash or in cleared funds prior to delivery, unless you have an approved credit account.
2. If you have an approved credit account, payment is due no later than 20 days following the end of the month in which the goods are delivered, unless otherwise agreed in writing.
3. If you fail to pay us in full on the due date we may:
  1. suspend or cancel future deliveries;
  2. cancel any discount offered to you;
  3. charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998:
    1. calculated (on a daily basis) from the date of our invoice until payment:
    2. compounded on the first day of each month; and
    3. before and after any judgment (unless a court offers otherwise);
  4. Claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
  5. Recover (under clause 4.6) the cost of taking legal action to make you pay.
4. If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
5. You do not have the right to set off any money you may claim from us against anything you may owe us.
6. You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
Title
1. Until you pay all debts you may owe us:
  1. all goods supplied by us remain our property.
  2. you must store them so that they are clearly identifiable as our property;
  3. you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
  4. you may use those goods and sell them in the ordinary course of your business, but not if:
    1. we revoke that right (by informing you in writing); or
    2. you become insolvent.
2. You must inform us (in writing) immediately if you become insolvent.
3. If your right to use and sell the goods ends you must allow us to remove the goods.
4. We have your permission to enter any premises where goods may be stored:
  1. at any time, to inspect them; and
  2. after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5. Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
6. You are not our agent. You have no authority to make any contract on our behalf or in our name.
Warranties
1. We warrant that the goods:
  1. will comply with their description;
  2. are of satisfactory quality, and
  3. are free from material defect at the time of delivery (as long as you comply with clause 6.4).
2. We also warrant that we will pass good title to the goods to you.
3. We give no other warranty and make no representation as to the quality of the goods or their fitness for any purpose. Save as expressly set out above, we exclude, to the extent permissible by law, any warranty, term or condition that would otherwise be implied by law, customary practice or a course of dealing.
4. If you believe that we have delivered goods that are defective in materials or workmanship, you must:
  1. inform us (in writing), with full details, as soon as possible; and
  2. allow us to investigate (we may need access to your premises and product samples).
5. If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 6.4) in full, we will (at our option) replace the goods or refund the price.
6. You agree that we shall not be liable for loss of business, revenue or profits or loss of use, nor shall we be liable for special, indirect or consequential loss or damage, in each case arising from or in connection with the contract or the supply of goods or their use, even if we are negligent or are aware of the nature of loss which may be suffered.
7. Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds.
8. For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
9. Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
Specification
1. If we prepare the goods in accordance with your specifications or instructions you must ensure that:
  1. the specifications or instructions are accurate:
  2. goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
  3. your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable new law or regulation.
2. We reserve the right;
  1. to make any changes in the specification of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
  2. to make without notice any minor modifications in our specifications we think necessary or desirable.
Return of Goods
1. We will accept the return of goods from you only:
  1. by prior arrangement (confirmed in writing); and
  2. on payment of an agreed handling charge (unless the goods were defective when delivered); and
  3. where the goods are as fit for sale on their return as they were on delivery.
Cancellation
1. You may not cancel the order unless we agree in writing (and clause 9.2 then applies).
2. If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
3. We may suspend or cancel the order, by written notice if:
  1. you fail to pay us any money when due (under the order or otherwise):
  2. you become insolvent.
  3. you fail to honour your obligations under these terms.
Waiver and Variations
1. Any purported waiver or variation of these terms is binding only if:
  1. made (or recorded) in writing:
  2. signed on behalf of each party; and
  3. expressly stating an intention to waive or vary these terms
2. All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with these terms.
Force Majeure
1. If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our reasonable control, we may cancel or suspend any of our obligations to you, without liability.
2. Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
Dispensers
1. We may agree to provide you with dispensers ‘free of charge’. In this case, the dispenser remains our property for a period of three years from original installation, unless otherwise agreed in writing, and is merely provided by us by way of free loan. During this period:
  1. you are responsible for looking after the dispenser.
  2. if the dispenser is damaged or destroyed, or you stop buying our cartridges for use in the dispenser (or you install any cartridge not approved by us) you must immediately tell us and buy the dispenser from us at the list price applying at the time of original installation.
2. After the three year period we will, at our discretion, transfer ownership in the dispenser to you.
Personal Information
1. In connection with provision of our products to you we may from time to time receive personal data concerning you or your directors, employees, consultants and other individuals you cause us to deal with during the performance of the contract (‘Personnel’). We will not, unless required by law, process any such personal data (‘Data’) in any manner incompatible or inconsistent with the following purposes or for any other purpose:
  1. providing our goods and services ordered by you;
  2. updating our records and databases;
  3. informing you of features, services and products from our group companies which may be of interest. We will not send such information to anyone who tells us they do not wish to receive it or to anyone who at any time asks us to stop.
2. You confirm that you will inform the Personnel of the nature of our processing of the Data and obtain their prior consent to such processing.
General
1. English law is applicable to any contract made under these terms. The English courts have nonexclusive jurisdiction.
2. If you are more than one person, each of you has joint and several obligations under these terms.
3. If any of these terms are unenforceable as drafted:
  1. it will not affect the enforceability of any other of these terms; and
  2. if it would be enforceable if amended, it will be treated as so amended.
4. We may treat you as insolvent if:
  1. You are unable to pay your debts as they fall due; or
  2. You (or any item of your property) become the subject of:
    1. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
    2. any application or proposal for any formal insolvency procedure; or
    3. any application, procedure or proposal overseas with similar effect or purpose.
5. All brochures, catalogues, and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
6. Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
7. No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
8. The only statements upon which you may rely in making the contract with us are those made in writing by someone who is our authorised representative and either:
  1. contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
  2. which expressly state that you may rely on them when entering into the contract.
9. Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
Waste Electrical and Electronic Equipment
1. By accepting these terms of trading, you are accepting full responsibility for the safe disposal (in accordance with your local enactment of the Waste Electrical and Electronic Equipment Directive 2006/66/EC (including any subsequent amendments or replacement legislation) and local waster regulations) of any waste electrical and electronic equipment that has been supplied by SC Johnson Professional Ltd.

Updated 14/06/2017