SPIRITO LIBERO

 

TERMS & CONDITIONS FOR THE SALE OF GOODS

 

 

The Terms, Conditions and information set forth on the face hereof shall constitute the entire agreement ("Agreement") between seller named on the face hereof ("Spirito Libero"), and the purchaser named on the face hereof ("Buyer") with respect to the goods, materials, products or services ("Goods"), whether new or used, described on the face hereof. IF THE TERMS AND CONDITIONS OF THIS AGREEMENT DIFFER IN ANY WAY FROM THE TERMS AND CONDITIONS OF BUYER'S ORDER OR OFFER TO BUY, THIS AGREEMENT SHALL BE CONSTRUED AS A COUNTER-OFFER AND SHALL NOT BE EFFECTIVE AS AN ACCEPTANCE OF SUCH ORDER OR OFFER. The failure of Buyer to object to the Terms and Conditions of this Agreement in writing within five (5) days from the date of Buyer's receipt hereof shall constitute Buyer's acceptance of same. No modification of, addition to, or waiver of any of the Terms and Conditions of this Agreement will be effective unless agreed to in writing by a duly authorized officer of Spirito Libero, and in no event shall such modifications, addition or waiver affect any rights of Spirito Libero accrued prior thereto. Spirito Libero and Buyer agree that no course of prior dealings between the parties or usage of the trade shall be relevant to give particular meaning to, supplement or qualify any of the Terms and Conditions hereof.

 

1.0 DEFINITIONS

1.1 `Buyer` means the person, firm or Company who agrees to buy or buys the goods from the Seller.

1.2 `Seller` means Mark Livingstone of 58 Malmesbury Road, Chippenham, Wiltshire SN15 1PR, United Kingdom.

1.3 `Goods` means the goods which the Buyer agrees to purchase from the Seller.

1.4 `Price` means the price for the goods excluding carriage, packing, insurance and VAT.

1.5 `Delivery Date' means the date set out overleaf when the goods are to be delivered by the seller to the buyer.

1.6 `Conditions` means the terms and conditions of sale set out in this document and any other terms and conditions set out overleaf.

 

3.0 THE GOODS

3.1 The amount and description of the goods shall be as set out overleaf.

3.2 The Seller may, at its discretion and when it considers appropriate alter the specification of the goods provided that such alterations do not materially affect the quality or fitness for the purpose of the goods or such changes may be made by the manufacturer of the goods.

3.3 Any and all implied terms, conditions and warranties, so far as the law may allow, relating to the quality and/or fitness for purpose of the goods or any of the goods (whether made orally or in writing or in any of the Sellers brochures, catalogues or advertisements) are hereby excluded.

3.4 Where the Seller has been responsible for any of the specifications and designs in respect of any of the goods then the copyright, design right or other intellectual property in them, shall at all times remain the property of the Seller.

 

4.0 PAYMENT OF THE PRICE

4.1 The Price shall be (the price set out overleaf) plus VAT at the correct rate on the date hereof.

 

6.0 DELIVERY - WARRANTIES AND LIABILITY

6.1 The Seller warrants that the goods will at the time of delivery correspond to the description given by the Seller. Any and all other conditions or terms relating to fitness for purpose, merchantability or condition of the goods and whether implied by statute or common law or otherwise are excluded to the extent allowed by the law

 

7.0 DELIVERY - ACCEPTANCE

7.1 The Buyer shall be deemed to have accepted the goods Prior to order after delivery to the Buyer.

7.2 After having accepted the goods, the Buyer shall not be entitled under any circumstances to reject the goods except if they are not in conformity with the contract.

7.3 If the Buyer shall properly reject any of the goods within the time stipulated in Clause 7.1. which are not in accordance with the contract, the Buyer shall return such goods at the Buyers cost to the Seller.

 

8.0 REMEDIES

 

8.1 The Seller shall have no liability to the Buyer whatsoever in respect of any loss or expense (including loss of profit) whether direct or indirect suffered by the Buyer arising out of a breach by the Seller of this contract.

8.2 Within Prior to order of delivery, the Buyer shall inspect the goods and notify the Seller of any alleged damage, defects, failure to comply with the description or sample or shortness in quantity. The Buyer shall return them to the Seller forthwith following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions, the Buyer shall be deemed to have accepted the goods.

 

9.0 FORCE MAJEURE

9.1 Neither party shall be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

 

10.0 LAW

10.1 This Contract is subject to the Law of England and Wales.

 

10.2 All disputes arising out of this Contract shall be subject to the jurisdiction of the Courts of England and Wales.