GENERAL CONDITIONS OF CONTRACT FOR SUPPLY OF GOODS

1 DEFINITIONS

Spyrys means Spyrys Limited of Wadebridge its subsidiaries, successors in title and assigns from time to time in relation to the whole or any part of its business.

Buyer means the person or organisation who purchases the goods from Spyrys.

Contract means any contract between Spyrys and the Buyer for the sale and purchase of the Goods incorporating these conditions.

Delivery Point means the registered office (or home address) of the Buyer.

Goods means any goods agreed in the Contract to be supplied to the Buyer by Spyrys (including any part or parts of them)

2 INTERPRETATION

2.1 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any sub-ordinate legislation for the time being in force made under it.

2.2 Words in the singular include the plural and the plural include the singular

2.3 A reference to one gender includes a reference to the other gender

2.4 Condition headings do not affect the interpretation of these conditions

3 APPLICATION OF TERMS

3.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) unless specifically agreed in writing by Spyrys. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Spyrys which is not set out in the Contract. Nothing in this condition shall exclude or limit Spyrys’s liability for fraudulent misrepresentation.

3.2 Each order or acceptance of a quotation for Goods by the Buyer from Spyrys shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

3.3 No order placed by the Buyer shall be deemed to be accepted by Spyrys until a written acknowledgement of order is issued by Spyrys or (if earlier) Spyrys delivers the Goods to the Buyer.

4 DESCRIPTION

4.1 The quantity and description of the Goods shall be as set out in Spyrys’s quotation or acceptance of order.

4.2 All samples, drawings, descriptive matter, specifications, brochures and advertising issued by Spyrys are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

5 DELIVERY

5.1 Unless otherwise agreed in writing by Spyrys, delivery of the Goods shall take place at the Delivery Point.

5.2 The Buyer shall take delivery of the Goods within 28 days of Spyrys giving notice that the Goods are ready for delivery.

5.3 Any dates specified for delivery of the Goods are intended to be indicative only and shall not be made of the essence. If no dates are specified, delivery shall be within a reasonable time.

5.4 If for any reason the Buyer fails to accept delivery of any of the Goods or Spyrys is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:

  1. Risk in the goods shall pass to the Buyer
  2. The Goods shall be deemed to have been delivered, and
  3. Spyrys may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including without limitation, storage and insurance)

5.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading/unloading the Goods

5.6 Spyrys may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

6 RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery

6.2 Notwithstanding delivery, property in any Goods shall not pass from Spyrys until the Buyer shall have paid to Spyrys all sums due in respect of the Goods together with any VAT thereon.

6.3 Until property in the Goods passes from Spyrys in accordance with Condition 6.2 the Buyer shall hold the Goods on a fiduciary basis as bailee for Spyrys.

Spyrys shall be entitled to be paid in accordance with these Conditions notwithstanding that property in the Goods has not passed from Spyrys.

6.4 The Buyer grants Spyrys, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or where the Buyer’s right to possession has terminated, to recover them.

6.5 On termination of the Contract howsoever caused, Spyrys’s rights contained in this condition 6 shall remain in effect.

7 PRICE

7.1 Unless otherwise agreed in writing by Spyrys the price for the Goods shall be the price set out in Spyrys’s price list published on the date of delivery or deemed delivery.

7.2 The price for the Goods shall be exclusive of any Value Added Tax, and VAT will be added to all invoices in accordance with the law and the rate prevailing at the time.

8 PAYMENT

8.1 The Buyer shall pay Spyrys a deposit on placing an order for a spa.

8.2 Payment of the balance of the amount due is required prior to delivery within the following timeframe:

  • Personal Cheques 7 working days prior to delivery
  • Bankers Drafts 5 working days prior to delivery
  • Credit/Debit  3 working days prior to delivery
  • Cash  3 working days prior to delivery

8.3 Goods will not be delivered unless Spyrys is in receipt of cleared funds for the total value of the order.

9 QUALITY

9.1 The Warranty contract for the goods shall be between the Buyer and the manufacturer. Full details of the warranty are contained within the appropriate warranty documentation supplied with the Goods.

10 LIMITATIONS OF LIABILITY

10.1 Spyrys shall not be liable to the Buyer by way of indemnity or by reason of any breach of the Contract or of statutory duty or by reason of tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, loss of contracts or for any financial or economic loss or for any indirect or consequential damage whatsoever that may be suffered by the Buyer.

10.2 Spyrys shall not be liable for any direct or indirect or consequential loss, costs, damages or charges or expenses cause directly or indirectly by any delay in the delivery of the Goods.

10.3 Any liability of Spyrys for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract price against any invoice raised for such Goods.

10.4 The liability of Spyrys to the Buyer under any circumstances shall be limited to the price of the Goods

11 FORCE MAJEURE

11.1 Force Majeure means any circumstances beyond the reasonable control of either of the parties.

11.2 If Spyrys is prevented from or delayed in performing any of his obligations under the Contract by Force Majeure, then Spyrys may notify the Buyer of the circumstances constituting the Force Majeure and of the obligations performance of which is thereby delayed or prevented, and Spyrys shall thereupon be excused the performance or punctual performance, as the case may be, of such obligations for so long as the circumstances of prevention or delay may continue.

12 GENERAL

12.1 These Conditions constitute the entire agreement between Spyrys and the Buyer in relation to the subject matter of this Contract.  Any other representations, whether written or oral which would otherwise be implied (by law or otherwise) do not form part of this Contract.  Any previous agreement, whether written or oral, between the parties in relation to the subject matter of this Contract is superseded.

12.2 To the extent that any of the provisions contained within these Conditions shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be treated as deleted and the amended Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.3 Failure or delay by Spyrys in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract

12.4 The parties to this Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.

12.5 The Contract shall in all respects be governed by and interpreted in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.