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Why Salop?

Salop Design and Engineering is one of the leading manufacturers of pressings and assemblies in the UK, with quality and service being synonymous with the company for over 50 years.

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Salop Design & Engineering Limited
Brixton Way
Harlescott
Shrewsbury
Shropshire
SY1 3LB

Phone: 00 44 1743 450501
E-mail: info@salopdesign.co.uk
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Terms and Conditions

Salop Design / Terms and Conditions
  1. Basis of contract
    1. These Conditions apply to the Contract between the Company (Salop Design & Engineering Limited) and the Customer, to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. The Customer’s order for the Goods, set out in the purchase order form (‘Order’) constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer are complete and accurate.
    3. The Order shall be deemed to be accepted when the Customer submits their order to the Company and does not received a delivery failure notification, at which point the Contract shall come into existence.
    4. Any samples, drawings, descriptive matter, or advertising produced by the Company are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
    5. A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
  2. Goods
    1. The Goods are described in the Order and any applicable specification.
    2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses)
    3. suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Specification. This clause 2.2 shall survive termination of the Contract.
    4. The Company reserves the right to amend the specification if required by any applicable statutory or regulatory requirements.
  3. Delivery
    1. The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    2. The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (‘Delivery Location’) at any time after the Company notifies the Customer that the Goods are ready.
    3. If the Customer is required to collect the Goods, it will be from the Company’s premises or such other location as may be advised by the Company (‘Collection Location’).
    4. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or collection from the Collection Location.
    5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods or failure to deliver the Goods to the extent that such is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
    6. Notwithstanding clause 3.4, if the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
    7. If the Customer fails to accept or take delivery of the Goods within 30 days of the Company notifying the Customer that the Goods are ready then, except where such failure or delay is caused by a Force Majeure Event or the Customer’s failure to comply with its obligations under the Contract:
      1. delivery of the Goods shall be deemed to have been completed at 9:00 am on the 30th day after the day on which the Company notified the Customer that the Goods were ready; and
      2. the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    8. If 60 days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    9. The Company 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 Customer to cancel any other instalment.
  4. Quality
    1. The Company warrants that on delivery the Goods shall:
      1. conform with the Specification;
      2. be free from material defects in design, material and workmanship;
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. be fit for any purpose held out by the Company.
    2. In the case of any defect arising which would have been apparent to the Customer on reasonable examination of the Goods on delivery (including but not limited to rust, oxidation or discolouration), the Customer shall notify the Company of the defects in writing, within 3 days of delivery. Failure to notify the Company of such apparent defect will mean the Customer has no claim for such defects.
    3. Subject to clause 4.4, if:
      1. the Customer gives notice in writing to the Company within 14 days  of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1, which would not have been apparent upon Delivery;
      2. the Company is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost,

the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    1. The Company shall not be liable for Goods failure to comply with the warranty set out in clause 4.1 in any of the following events:
      1. the Customer makes any further use of such Goods after giving notice in accordance with clause 4.3; or
      2. the defect arises because the Customer failed to follow the Company’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 regarding the same; or
      3. the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer; or
      4. the Customer alters or repairs such Goods without the written consent of the Company; or
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
      6. the defect arises as a result of a specific use of the Goods, which was not notified to the Company at the time of placing the Order; or
      7. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    2. Except as provided in this clause 4, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
    3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    4. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
  1. Title and risk
    1. The risk in the Goods shall pass to the Customer on completion of delivery.
    2. Title to the Goods shall not pass to the Customer until the earlier of:
      1. the Company receives payment in full (in cash or cleared funds) for the Goods that the Company has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
      2. The Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 5.4.
    3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. ensure the Goods remain readily identifiable as the Company’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify the Company immediately if it becomes subject to any of the events listed in clause 7.2; and
      5. give the Company such information relating to the Goods as the Company may require from time to time.
    4. Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as the Company’s agent; and
      2. title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
    5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2 then, without limiting any other right or remedy the Company may have:
      1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      2. the Comapny may at any time:
        1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
        2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  2. Price and payment
    1. The price of the Goods shall be the price set out in the Order.
    2. The Company may, by giving notice to the Customer at any time up to 3 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
    3. The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.
    4. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which may be invoiced to the Customer.
    5. The price of the Goods is exclusive of amounts in respect of value added tax (‘VAT’). The Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
    6. The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
    7. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
  3. Termination and suspension
    1. If the Customer becomes subject to any of the events listed in clause 7.2, the Company may terminate the Contract with immediate effect by giving written notice to the Customer.
    2. For the purposes of clause 7.1, the relevant events are:
      1. the Customer 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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an 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;
      2. the Customer 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 other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      4. (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 Customer;
      5. (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
      6. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
      7. (being an individual) the Customer is the subject of a bankruptcy petition or order;
      8. a creditor or encumbrancer of the Customer 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;
      9. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a) to clause 7.2(f) (inclusive);
      10. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
      11. the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
      12. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
    3. The Customer may terminate the contract with agreement of the Company, on the condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other losses or damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company.
    4. Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 7.2(a) to clause 7.2(i), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    5. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
    6. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
  4. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude the Company’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
      2. fraud or fraudulent misrepresentation; or
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987; or
      5. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
    2. Subject to clause 9.1:
      1. the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods paid.
  5. Specification and Technical Information 
    1. The Customer is solely responsible for ensuring that all drawings, information, advice, recommendations and specifications given to the Company relating to the Order are accurate, correct and suitable.
    2. Where the Company has complied with the Specification, the Customer must accept sole responsibility for any discrepancies which occur between the quantities or sizes of goods agreed to be supplied by the Company and which are needed by the Customer to satisfy a particular purpose for which the Customer requires the Goods where different from the Specification provided.
    3. The Customer must accept sole responsibility for any direct or indirect losses, damages or other losses caused as a result of their failure to provide information, data, drawings or other information required.
  6. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

  1. General
    1. Assignment and other dealings.
      1. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner (‘Dealings’) with any or all of its rights or obligations under the Contract.
      2. The Customer may not undertake any Dealings with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
    2. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Company.

Waiver. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Severance.
    1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Notices.
    1. 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 it is a company) or its principal 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, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
    2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.4(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
    3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  3. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
  4. Governing law. 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 the law of England and Wales.
  5. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).