Terms and Conditions of Business for Speedy Products Limited - September 2020
Please ensure that you read and understand these conditions once a contract comes into existence between us.
1.1 In these conditions, the following definitions apply:
Business Day a day (other that Saturday, Sunday or a public holiday) when banks in London are open for business excluding any day when Speedy are closed for business;
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 11.10;
Contract the contract between Speedy and the Retailer for the sale and purchase of the Goods in accordance with these Conditions.
Force Majeure Event has the meaning given in clause 10;
Goods the goods (or any part of them) set out in the Order;
Order the Retailers order for the goods, as set out in the retailers purchase order form, the Retailers written acceptance of Speedy’s quotation as the case may be;
Retailer the person or firm who purchases the goods from Speedy;
Specification any specification for the goods, including any related plans and drawings, that is supplied to Speedy by the Retailer, or produced by Speedy and agreed in writing by the Retailer.
Speedy Speedy Products Limited incorporated and registered in England and Wales with company number 1242000 and whose registered office is at Speedy House, Cheltenham Street, Manchester, M6 6WY, UK.
1.2 In these conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separated legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision, as amended or re-enacted.
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limited the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes emails or faxes.
2. Basis of Contract
2.1 These conditions apply to the contract to the exclusion of any other terms that the Retailer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 the order constitutes an offer by the Retailer to purchase the Goods in accordance with these Conditions. The retailer shall ensure that the terms of the order and any relevant specification and complete are complete and are accurate.
2.3 subject to the clause 2.4, the order shall be deemed to be accepted unless Speedy acknowledges otherwise within 2 Business Days of receipt of such Order, after which point the contract shall come into existence.
2.4 in relation to contracting by e-mail only, no contract exists between Speedy and the Retailer until Speedy have received and accepted the Order and sends the Retailer confirmation in writing or by email to the address or email address the Retailer has given, at which point the contract shall come in existence. Any such order (and all related correspondence) sent by Speedy shall be sent to the email address email@example.com or such email address as notified by Speedy from time to time.
2.5 the contract constitutes the entire agreement between the parties. The Retailer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of speedy which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by Speedy and any descriptions or illustrations contained in Speedy’s catalogues or brochures 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 or any other contract between Speedy and the Retailer for the sale of the goods.
2.6 A quotation for the goods given by Speedy shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.
3.1 Speedy shall ensure that:
3.1.1 each delivery of the goods is accompanied by a delivery note which shows the date of the order, all relevant Retailer and Speedy reference numbers, the type and quantity of the goods (including the code number of the goods, where applicable), special storage instructions( if any) and, if the order is being delivered by instalments, the outstanding balance of goods remaining to be delivered; and
3.1.2 if Speedy requires the retailer to return any packaging materials to Speedy, that in fact is clearly stated on the delivery note. The retailer shall make any such packaging materials available for collection at such times as Speedy shall reasonably request. Returns of packaging materials shall be at Speedy’s expense.
3.2 Speedy shall deliver the goods to the location set out in the order or such other location as the parties may agree (the Delivery Location) on the date set out in the order or any other agreed date of delivery (the Delivery Date)
3.3 Delivery of the goods shall be completed on the Goods arrival at the delivery location.
3.4 The delivery date is approximate only, and the time of delivery is not of the essence. Speedy shall not be liable for any delay in delivery or failure to deliver the goods that is caused by a Force Majeure Event or the retailer’s failure to provide Speedy with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
3.5 if the retailer fails to accept delivery of the goods on the delivery date, then, except where such failure or delay is caused by a Force Majeure Event or Speedy failure to comply with its obligations under the contract.
3.5.1 delivery of the goods shall be deemed to have been completed at 9.00am on the delivery date; and
3.5.2 Speedy shall store the goods until delivery takes place, and charge the retailer for all related costs and expenses (including re-delivery and insurance)
3.6 if 10 Business Days after attempted delivery of the goods the retailer has not accepted delivery of them, Speedy may resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, account to the retailer for any excess over the price of the goods or charge the retailer for any shortfall below the price of the goods.
3.7 The retailer shall not be entitled to reject the goods if Speedy delivers up to and including 5% more or less that the quantity of goods ordered, but a pro rata adjustment shall be made to the order invoice on receipt of notice from the retailer that the wrong quantity of goods was delivered.
3.8 Speedy may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the retailer to cancel any other instalment.
3.9 Speedy Products Ltd offer a refund for short deliveries or damages which we have been informed of within 3 working days from receipt of goods. All non-delivery of goods must be notified within 14 days from invoice date. Notification should be sent by email to firstname.lastname@example.org.
Should a Retailer request a return of unwanted stock items, we must be notified by email within 14 days of invoice – email email@example.com. Any request after 14 days of date of invoice will not be accepted.
3.10 Request to Return process: Retailers must first make contact with Speedy Products by email on firstname.lastname@example.org, and advise what item(s) they would like to return. If the return is allowed, Speedy Products will provide authorisation confirmation, details of which must be used with the return.
Please note that Speedy Products retains the right to reduce the credit dependant of the condition of the goods returned. Goods are returned at Retailers own cost.
3.11 “Own Brand” goods can only be returned if received damaged. Please note the correct authorisation procedure must be followed: email email@example.com receive authorisation confirmation. NB. “Own Brand” goods have been personalised and are outside of the 14-day legal requirements for returns.
3.12 Internet Order Returns: You can return your order to Speedy Products within 28 days of purchase. However, please always contact Speedy Products Ltd to receive your authorisation confirmation before returning goods. Please email us on firstname.lastname@example.org, to receive your authorisation confirmation. When contacting us please advise as much information as possible, please always quote your account number, your order number and if possible, our order number too. Internet order returns are only accepted on orders purchased through www.speedy-products.co.uk website.
3.13 Unannounced Returns to Speedy Products will not be accepted. All returns must have the correct authorisation information.
4.1 Speedy shall be entitled to substitute the goods for goods of a quality and/or type which are similar or superior to those specified in the order.
4.2 Speedy warrants that on delivery, and for a period of 6 months from the date of delivery (the warranty period), the goods shall:
4.2.1 conform in all material respects with their description and any applicable Specification;
4.2.2 be free from material defects in design, material and workmanship; and
4.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4.2.4 be fit for any purpose held out by Speedy.
4.3 Subject to clause 4.4. if:
4.3.1 the Retailer gives notice in writing to Speedy during the Warranty Period and within 14 days of discovery that some or all of the goods do not comply with the warrant set out in clause 4.2; and
4.3.2 Speedy is given a reasonable opportunity of examining such goods; and
4.3.3 the Retailer (if asked to do so by Speedy) returns such goods to Speedy’s place of business at the Retailers cost. Speedy shall, at its option, repair or replace the detective goods in full.
4.4 Speedy shall not be liable for Goods’ Failure to comply with the warranty set out in clause 4.2 if:
4.4.1 the retailer makes any further use of such Goods after giving notice in accordance with clause 4.3; or
4.4.2 the defect arises because the retailer failed to follow Speedy’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none (good trade practice); or
4.4.3 the defect arises as a result of Speedy following any drawing, design or specification supplied by the Retailer; or
4.4.4 the Retailer alters or repairs such Goods without the written consent of Speedy; or
4.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
4.5 Except as provided in this clause 4, Speedy shall have no liability to the Retailer in respect of the Goods’ failure to comply with the warranty set out in clause 4.2.
4.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from the contract.
4.7 These conditions shall apply to any repaired or replacement goods supplied by Speedy.
5. Special Printing and Packaging
Speedy may agree to produce special printing and/or packaging at the Retailers request and the Retailer shall be liable for the cost of any unused printing and/or packaging.
6. Title and Risk
6.1 The risk in the goods shall pass to the retailer on completion of delivery.
6.2 Title to the goods shall not pass to the Retailer until Speedy has received payment in full (cash or cleared funds) for:
6.2.1 the goods; and
6.2.2 all other sums which are, or which become due to Speedy for sales of the Goods or any other products to the Retailer.
6.3 until title to the goods has passed to the retailer, the retailer shall;
6.3.1 hold the goods on a fiduciary basis as Speedy’s bailee;
6.3.2 store the goods separately from all other goods held by the retailer so that they remain readily identifiable as Speedy’s property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
6.3.4 maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
6.3.5 notify Speedy immediately if it become subject to any of the events listed in clause 8.2; and
6.3.6 give Speedy such information relating to the goods as Speedy may require from time to time but the retailer may resell or use the goods in the ordinary course of its business.
6.4 if before title to the goods passes to the retailer the retailer becomes subject to any of the events listed in clause 8.2, or Speedy reasonably believes that any such event is about to happen and notifies the retailer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Speedy may have, Speedy may at any time require the retailer to deliver up the goods and, if the retailer fails to do so promptly, enter any premises of the retailer or of any third party where the goods are stored in order to recover them.
7. Price and Payment
The price of the goods shall be the price set out in Speedy’s published trade price list in force as at the date of the order or as agreed between the parties in writing. In the event that the delivery date is more in advance of the date the order was made, the price of the goods shall be the price set out in Speedy’s published trade price list in force at the time of delivery.
7.2 Speedy may, by giving notice to the retailer at any time up to 2 business days before delivery, increase its prices to reflect any increase in the cost of the goods that is due to:
7.2.1 any factor beyond Speedy’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the retailer to change the delivery date, quantities or types of goods ordered, or the specification; or
7.2.3 any delay caused by any instructions of the retailer or failure to give Speedy adequate or accurate information or instructions.
7.3 The price of the goods is exclusive of the costs and charges of insurance and transport of the goods, which shall be paid by the retailer when it pays for the goods. the price of transport shall be the price set out in Speedy’s published trade price list in force as at the date of the order as agreed between the parties in writing
7.4 the price of the goods is exclusive of amounts in respect of value added tax (VAT). The retailer shall, on receipt of a valid VAT invoice from Speedy, pay to Speedy such additional amounts in respect of VAT as are chargeable on the supply of the goods.
7.5 Speedy may invoice the retailer for the goods on or at any time after the contract has come into existence.
7.6 The retailer shall pay the invoice in full and in cleared funds at least 1 business day prior to the delivery date.
7.7 Speedy may allow certain retailer to be classed as ‘’Approved Accounts’’ from time to time at its entire discretion. Speedy shall invoice such retailers for the goods on or at any time after completion of delivery and such retailers shall pay the invoice in full and cleared funds by the end of the month following the month the invoice was dated.
7.8 Payment shall be made to the bank account nominated in writing by Speedy. Time of payments is of the essence.
7.9 If the retailer fails to make any payment due to Speedy under the contract by the due date for payment (the ‘’due date’’), then the retailer shall pay a penalty charge of £150 exc VAT. The retailer shall pay the penalty charge together with the overdue amount.
7.10 The retailer shall pay all amounts due under the contract in full without any deduction or withholding except as required by law and the retailer shall not be entitled to assert any credit, set-off or counterclaim against Speedy in order to justify withholding payment of any such amount in whole or in part. Speedy may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the retailer against any amount payable to Speedy to the retailer.
7.11 We do not accept Amex or American express cards. Key accounts using credit cards maybe subject to additional be charges.
7.12 A minimum annual turnover of £1500 must be reached to qualify for a credit account. Any accounts with an annual turnover of less than £1500 will be proforma, therefore all orders must be paid for in full before orders will be despatched. Account turnover information will be reviewed annually.
7. 13 Settlement Discount:- With the introduction of new price list which takes effect on 1st September 2020, Speedy Products Ltd have removed settlement discount from any new customers. For existing customers who currently receive Settlement Discount, please be advised that settlement discount of 2.5% will ONLY be allowed if invoice values are paid into Speedy’s bank account within 14 days from the date of the invoice.
7.14 When making payments please provide a remittance advice which allows Speedy Products Ltd to allocate your payments against the correct invoices due. Where no remittance has been provided your payment value will be deducted from the oldest debt on your account first.
8. Retailer insolvency or incapacity
8.1 If the retailer becomes subject to any of the events listed in clause 8.2, or Speedy reasonably believes that the retailer is about to become subject to any of them and notifies the retailer accordingly, then without limiting any other right or remedy available to Speedy, Speedy may cancel or suspend all further deliveries under the contract or under any other contract between the retailer and Speedy without incurring any liability to the retailer, and all outstanding sums in respect of goods delivered to the retailer shall become immediately due.
8.2 for the purpose of clause 8.1, the relevant events are:
8.2.1 the retailer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the insolvency Act 1986, or (being individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
8.2.2 the retailer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
8.2.3 (being an individual) the retailer is the subject of a bankruptcy petition or order;
8.2.4 or a creditor or encumbrancer of the retailer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
8.2.5 (being a company an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the retailer; or
8.2.6 (being a company a floating charge holder over the assets of the retailer has become entitled to appoint or has appointed an administrator receiver; or
8.2.7 a person becomes entitled to appoint a receiver over the assets of the retailer or a receiver is appointed over the assets of the retailer; or
8.2.8 any event occurs, or proceeding is taken, with respect to the retailer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.7 (inclusive); or
8.2.9 the retailer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
8.2.10 the financial position of Speedy deteriorates to such an extent that in the opinion of the retailer the capability of the seller adequately to fulfil its obligations under contract has been placed in jeopardy; or
8.2.11 (being an individual) the retailer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patience under any mental health legislation.
9. Limitation of Liability
9.1 Nothing in these conditions shall limit or exclude Speedy’s liability for:
9.1.1 death or personal injury caused by its negligence of its employees, agents or subcontractors (as applicable)
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for Speedy to exclude or restrict liability
9.2 Subject to clause 9.1:
9.2.1 Speedy shall not be liable to the retailer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the contract (including any losses that may result from deliberate breach of the contract by Speedy, its employees, agents or subcontractors); and
9.2.2 Speedy’s total liability to the retailer in respect of all other losses airing under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the contract by Speedy, its employees, agents or subcontractors shall not exceed the price of the goods.
10. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the contract to the extent that such failure or delay is caused by a force majeure event. A force majeure event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy of energy sources or transport network, acts of god, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delay of suppliers, subcontractors or carriers.
11.1 Speedy may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.
11.2 The retailer may not assign, transfer charge, subcontract or deal in any other manner with all or any of its rights obligations under the contract without the prior written consent of Speedy.
11.3 Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its registered office (if its a company) or its principle place of business. (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or fax.
11.4 A notice or other communication shall be deemed to have been received: if delivered personally, when left at address referred to in clause 11.3; if sent by pre-paid first class post or recorded delivery, at 9.00am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the delivery receipt is signed; or if sent by fax one business day after transmission.
11.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.6 if any court or competent authority finds that any provision of the contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of contract shall not be affected
11.7 If any invalid, unenforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.8 A wavier of any right or remedy under the contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.9 A person who is not a party to the contract shall not have any rights under or in connection with it.
11.10 Any variation to the contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the retailer.
11.11 Governing law and jurisdiction, the contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
11.12 Paperless eco policy, as of the 1st January 2016 it is mandatory to provide a working email address for all correspondence to be sent to. Paper copies will not be available however dependant on circumstances a fee for paper copies may apply. A charge of £120 will be applied to any account which does not provide a working email. This will be chargeable at £10 per month over 12 months.
12. Transactional Currencies for Internet Orders
12.1 Orders placed on our company website www.speedy-products.co.uk will be charged in GBP.