terms and conditions

1. Parties: 1.1. selectpremiums is a trading name of selectwhat.com limited from here on referred to as ‘the seller’. 1.2. The term ‘the buyer’ means the person, company or organisation to whom goods or services supplied by the seller are being delivered.
2. General: 2.1. There shall be no binding contract between the seller and the buyer until the buyer’s order has been accepted by the seller and an acknowledgement of order has been issued by the seller. 2.2. These terms and conditions of business shall apply to the total exclusion of all other terms, including the standard terms of the buyer, except as agreed in writing by the seller. Placing of an order shall be deemed to indicate the buyer’s agreement to these terms and conditions of business. 2.3. The seller reserves the right to change the design and specification of goods ordered by the buyer without notice and to substitute comparable goods.
3. Price ruling: 3.1. Unless otherwise agreed, the price of the goods will be that confirmed by the seller at the date of despatch. The seller shall be entitled to amend the price of goods to take into account the following circumstances without notification by the seller to the buyer: a). Manufacturers price increases. b). Fluctuations in currency exchange rates or bank interest rates. c). Changes to the buyers original specification or instructions requiring amendments or alterations to the supply of goods issued by the buyer during production of goods. 3.2. Unless otherwise agreed, prices quoted are exclusive of the cost of delivery to any final destination and value added tax at the prevailing rate at the time of invoicing.
4. Payment: 4.1. Unless otherwise agreed in writing by the seller with the buyer payment for the first order is strictly on a pro-forma basis, thereafter the buyer may apply for account facilities. 4.2. Account facilities are subject to payment no later than 30 days from the date of the invoice. 4.3. The seller reserves the right to charge interest at 4% above the standard bank base rate per month on accounts that are not settled within our terms of trading. 4.4. Unless otherwise agreed, all accounts are net.
5. Delivery and risk: 5.1. Any times quoted for delivery are estimates only and the seller shall not be liable for failure to deliver within the time quoted. 5.2. Delivery of the goods to the stipulated place of delivery or to a carrier nominated by the buyer, whichever is sooner, shall constitute delivery to the buyer. All risks in the goods shall pass to the buyer on such delivery. 5.3. Discrepancies and damage apparent at the time of delivery must be noted on carriers receipt note and notified to the seller in writing forthwith. Other discrepancies or damage must be notified to the seller in writing within five (5) working days after receipt of invoice. 5.4. If goods are signed for ‘unchecked’ by the buyer or their representative handling the delivery the seller will not accept liability for discrepancies brought to light after the event. 5.5. The seller shall be entitled to make partial deliveries or deliveries by installment and to invoice for such deliveries as made. These conditions shall apply to each such delivery.
6. Transfer of property: 6.1. Property in the goods shall remain with the seller until the seller has received payment in full to the price and any additional sums due under contract. 6.2. The buyer shall store the goods in such a way that they can be identified as the seller’s property. If the buyer sells or otherwise disposes of or shall make any insurance claim in respect of the goods prior to making payment in full for them, they shall do so as principal and not as agent for the seller and shall not give any warranties or incur any liability on behalf of the seller. The proceeds of any such sale or other disposition (or claim thereto) as well as the proceeds of any insurance claim made by the buyer in respect of the goods shall belong to the seller to the extent of all sums due to the seller in respect of the goods. 6.3. Failure by the buyer to make all payments when due shall give the seller the right without prejudice to any other remedy of the seller, to repossess the goods without prior notice and to enter any premises for the sole purpose of such a repossession. 6.4. Nothing in this condition shall give the buyer any right to return goods sold hereunder. The seller may sue the buyer for the price when due notwithstanding that property in the goods may not have passed to the buyer.
7. Guarantee and limitation of liability: 7.1. The seller guarantees that the goods will be free from defects caused by faulty materials or poor workmanship upon delivery. Under this guarantee the seller will at its option either repair, replace or give credit to the buyer for any goods found to be so defective provided that: a). The seller is notified in writing within five (5) working days of receipt of the goods of any defect. b). The defective goods are returned to the seller carriage prepaid by the buyer. c). Examination of the goods by the seller reveals to its satisfaction that such defect exists and has not been caused by misuse, neglect, accident, improper storage or handling or by repair or alteration not effected by the seller. 7.2. Save as expressly set out above, the seller shall be under no liability whatsoever whether in respect of negligence or otherwise in connection with the goods or this contract. All conditions, warranties or other terms, whether express or implied, statutory or otherwise are hereby excluded, provided that nothing in this paragraph shall restrict any liability of the seller for negligently caused death or personal injury.
8. Confidentiality: 8.1. Both the seller and the buyer agrees that all information regarding the business and activities of the other shall be treated as strictly confidential and shall not be published, disclosed or circulated by either party.
9. Advertising and promotion: 9.1. The seller reserves the right to use samples of the products supplied to the buyer in future advertising and promotional material produced by the seller for the purposes of self promotion once that product is widely accessible in the public domain and the buyer agrees to grant the seller a credit (if requested) in a form requested by the seller.
10. Force majeure: 10.1. Without prejudice to any other of these conditions, the seller shall be under no liability for delay or non performance of any obligations hereunder due to any circumstances whatsoever beyond the control of the seller.
11. Buyer’s breach and financial situation: 11.1. If the buyer shall be in breach of any of its obligations hereunder or under any other contract with the seller or if at any time the buyer’s financial condition does not in the seller’s judgement justify continuance of this contract on the terms of payment agreed, the seller may, without prejudice to any other rights and without liability whatsoever to the buyer, cancel any outstanding part of the contract or suspend any deliveries until such time as the buyer shall provide security satisfactory to the seller for the performance of all obligations of the buyer to the seller.
12. Law: 12.1. This contract shall be governed by and construed in accordance with English law and the courts of England shall have jurisdiction to hear all disputes arising in connection with it.
Date of preparation or last update: October 2006.