Business to Business Terms & Conditions of Sale
V1.0
October 2023

1. DEFINITIONS
In this document the following words shall have the following meanings:

1.1. “Buyer” means the organisation or person who buys Goods from the Seller;
1.2. “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4. “Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5. “Seller” means Storage Aspects Ltd, Aspects House, 57 Church Road, Wickham Bishops, Essex, CM8 3JZ

2. GENERAL
2.1. These terms and 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 referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2. Depending on the nature of the Goods, location or project constraints Seller may included additional terms as part of our quotation, to be advised in writing.
2.3. Receipt of a valid purchase order (PO) or payment of pro forma invoice for the Goods will be deemed as acceptance by the Buyer to abide by these terms and conditions.
2.4. These terms and conditions are available on request or via our website www.storageaspects.co.uk.
2.5. The Seller reserves the right to amend the Terms and Conditions from time to time without directly notifying previous Buyers.

3. PRODUCT INFORMATION
3.1. Products advertised on our website are illustrative and may vary from the final finished product. This is due to the bespoke nature of our products to match our client’s needs. If you, the Buyer, have specific requirements (e.g. colour, materials of construction, finish) please ensure these are stated during the quotation phase otherwise we will supply in our standard finish.
3.2. It is the responsibility of the Buyer to check the product size or dimensions prior to ordering. Where critical dimensions are required, we will issue a technical drawing for approval by the Buyer. Approval of issued drawings by the Buyer is deemed as acceptance of the stated dimensions against the Buyers product requirements.

4. FLOOR LOADING
4.1. Seller is not responsible for the floor or structure on which the product will be installed. Buyer is wholly responsible for determining that the structure (concrete slab, mezzanine floor, raised access floor etc) is suitable to support the fully imposed load of the storage system.
4.2. Seller shall provide information relating to point and distributed loads if required. It is the Buyers responsibility to request this information for their consideration.
4.3. Seller shall not be liable whatsoever for any issues or losses incurred by the Buyer or third parties arising from Goods installed on floors or structures inadequate to support the Goods and/or items stored.

5. PRICING AND PAYMENT
5.1. All pricing is in British Pound (GBP £).
5.2. All pricing is exclusive of VAT or any other applicable costs.
5.3. Delivery costs are excluded unless otherwise stated.
5.4. Payment of the agreed price plus VAT will be prior to delivery unless credit terms have been approved.
5.5. Where credit has been agreed payment will be strictly 30-days from Seller invoice.
5.6. All Goods remain property of the Seller until paid in full.
5.7. If the Buyer fails to pay in full by the due date, the Seller shall be entitled to:
   5.7.1. Charge interest at a rate of 8% above the current Bank of England base rate.
   5.7.2. Refuse to supply future Goods until the due balance is paid.
   5.7.3. Refuse future credit.
   5.7.4. Take appropriate action to recover the debt, including any and all costs incurred.

6. DELIVERY
6.1. Delivery of the Goods shall take place at the address provided by the Buyer.
6.2. The delivery address provided must be accessible during standard working hours 8am – 5pm Monday – Friday.
6.3. It is the responsibility of the Buyer to offload goods from the delivery vehicle unless Seller has quoted and agreed to install the Goods. If Buyer has any restrictions on delivery these must be notified to Seller prior to placing an order.
6.4. Where Seller cannot complete delivery while the Goods are in transit for reasons beyond its control then the Buyer shall be liable for any additional delivery expenses incurred by the Seller.
6.5. Where the Buyer cannot receive delivery, and this is within 7 days of the delivery date then Buyer will be liable for any storage costs incurred as a result of the delay.
6.6. Delivery will not be date or time specific unless agreed in writing between the Seller and Buyer.
6.7. Where Seller agrees to install Goods Seller assumes that the location is on ground floor with step free access from street to the installation location or there is a suitable goods lift to move Goods to the desired location.
6.8. The Seller shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.

7. INSTALLATION
7.1. Installation of Goods will be during normal business hours 8am – 4pm Monday to Friday. Alternative times to be agreed in writing by Seller.
7.2. All packaging to be disposed of by the Buyer.
7.3. Buyer guarantees that free access will be given to the installation area, access routes, staircases and goods lifts without interruption.
7.4. Buyer to provide a secure and dry temporary storage area for the duration of the installation period along with necessary site security out of hours.
7.5. Buyer to provide water, power and adequate lighting along with welfare facilities for Sellers installation team for the duration of the works.
7.6. Seller will not be held liable for any damage caused by Buyers staff, contractors, trades or third parties during or after the installation period. Buyer will take all necessary steps to protect Goods from damage caused by other staff, contractors, trades until hand over.
7.7. Buyer to advise any special Health and Safety regulations applicable to site.

8. RETURNS
8.1. Due to the nature of the Goods supplied by the Seller being made to order, Seller does not accept returns unless the product is defective or damaged.
8.2. Buyer shall inspect the Goods on delivery for signs of damage and must clearly mark on the delivery receipt ‘damaged’ upon delivery. The Buyer must notify Seller within 24 hours accompanied with photos of the damage or defect.
8.3. Seller does not accept damage claims that may have resulted from mishandling or misuse of the Goods, or during installation.
8.4. Seller does not accept damage claims once the product has been moved to a different location from the point of delivery, has been assembled, or has been installed. Any damage must be reported to us before assembly and installation within 24 hours along with photos.
8.5. Seller reserves the right to inspect the Goods identified as damaged or defective and carry out necessary repairs to make good the damage or defect if deemed necessary.
8.6. Seller will not be held responsible for any loss or costs caused to the customer or any third party arising from defective or damaged goods.

9. FORCE MAJEURE
9.1. Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

10. INTELLECTUAL PROPERTY
10.1. Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller’s literature and websites shall remain at all times vested in the Seller.
10.2. All issued drawings remain property of Seller and may not be shared with other third parties, copied or reproduced without written agreement by the Seller.

11. WAIVER
11.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

12. LIMITATION OF LIABILITY
12.1. Where any court or arbitrator determines that any part of the terms and conditions, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.