Everyday Earth | SMI - Product brochure - Page 88
SMI INT GROUP LIMITED
2
PRICE PROPOSALS
GENERAL TERMS AND CONDITIONS OF SALE
2.1
On receipt of a request to purchase Products, SMI may submit to the
Customer a price proposal for the sale of the requested Products
(“Price Proposal”). The Customer must provide SMI with all information
reasonably required in order to prepare the Price Proposal.
2.2
The Customer shall notify SMI in writing if it accepts the Price Proposal,
at which point and on which date the Contract shall come into
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SMI may amend or withdraw a Price Proposal at any time until it
receives written notice of the Customer’s acceptance.
2.3
These terms and conditions, together with the relevant Price Proposal
and any others agreed in writing as applicable, shall form the Contract
between SMI and the Customer for the sale and purchase of the
Products to the exclusion of any other terms and conditions (including
without limitation any other terms and conditions that the Customer
seeks to impose, or incorporate or which are implied by law, trade
custom, practice or course of dealing). In the event of an inconsistency
or conflict between these terms and conditions and any other terms
and conditions which the parties have agreed in writing are applicable,
these terms and conditions shall prevail unless otherwise agreed by
the parties in writing.
2.4
SMI may amend these terms and conditions from time to time at its
sole discretion.
3
PRICE AND PAYMENT
3.1
The price of the Products shall be as set out in the Price Proposal. SMI
reserves the right to increase the prices of the Products at its sole
discretion.
3.2
The price and other sums payable shall be exclusive of any applicable
VAT or other taxes and duties, which shall be payable in addition.
3.3
Unless otherwise stated in a Price Proposal, delivery charges shall be
levied in addition to the price.
3.4
If SMI has agreed a fixed pricing arrangement with Customer, such
Fixed Fee shall only apply for the duration set out in the Order Form
(“Fixed Fee Period”). On expiry of the Fixed Fee Period SMI may, at its
sole discretion, either (i) extend the Fixed Fee for a further Fixed Fee
Period, or (ii) move the Customer to SMI’s standard pricing for its
Products as it sees fit.
3.5
Payment shall be due without any set off, withholding, deduction,
abatement or counter-claim no later than 30 days from the end of the
month stated on the invoice (the “Credit Period”).
3.6
SMI may review the Credit Period assigned to the Customer from time
to time at its sole discretion. SMI shall be entitled to revise the same as
it may in its absolute discretion decide (including removal altogether
forthwith). If the Credit Period assigned to the Customer is removed at
any such review SMI shall notify the Customer in writing accordingly
and such removal shall apply: (a) with effect from deemed receipt of
such notice in accordance with clause 15.6 and (b) to any and all
unpaid invoices issued to the Customer by SMI which are as at the date
of deemed receipt of such notice (provided that interest for late
payment may only be charged with effect from the date of deemed
receipt of SMI’s notice to the Customer that the Credit Period is
removed), as well as to any invoices issued by SMI to the Customer
from and including the date of deemed receipt of such notice.
3.7
For the avoidance of doubt, time of payment of any invoices issued by
SMI to the Customer shall be of the essence. A failure by the Customer
to pay any invoice issued by SMI by the date on which payment is due
may constitute a material breach of this Contract, and SMI shall be
entitled to terminated the Contract in accordance with clause 10.1.
3.8
Notwithstanding clauses 3.5 and 3.6 or any other arrangements for
provision of credit which SMI may have agreed with the Customer in
respect of the Contract, the whole price of all Products bought or
agreed to be bought by the Customer shall be immediately payable on
demand upon the occurrence of an Insolvency Event.
3.9
In the event that any sums owed to a SMI under a Contract remains
outstanding after the due date for payment, SMI shall be entitled to
charge interest on the overdue amount from the due date to until
payment of the overdue sum at the statutory rate and otherwise in
accordance with the Late Payment of Commercial Debts (Interest) Act
1998 (as amended).
4
DELIVERY OF PRODUCTS
4.1
Delivery of the Products shall take place when they are received by or
on behalf of the Customer at the Customer’s nominated delivery
address (as agreed between the parties in writing) (“Delivery”).
4.2
Times for delivery or performance by SMI are estimates only and time
shall not be of the essence.
1. DEFINITIONS AND INTERPRETATION
1.1
In these terms and conditions, unless expressly stated to the contrary,
the following expressions shall have the following meanings
Business Day
a day other than a Saturday or Sunday or
public holiday in England and Wales;
Confidential Information
of a party shall mean any information
relating to a party’s (or any of its
associated companies’) business, affairs,
finances, customers, clients, or suppliers,
including any know-how which is not in
the public domain or already in the
possession of the receiving party;
Contract
each agreement for the sale of Products,
including the Price Proposal and these
terms and conditions;
Customer
the person purchasing the Products
under the Contract;
Customer Branding
any branding or design provided by the
Customer to SMI in connection with the
Contract including without limitation any
logos provided by the Customer;
Customer Materials
any materials provided by the Customer
to SMI in connection with the Contract
including without limitation any Customer
Branding;
Data Protection Legislation any
applicable
data
protection
legislation from time to time in force in
the UK including the Data Protection Act
2018 and the UK General Data Protection
Regulation as defined in the Data
Protection Act 2018; Delivery has the
meaning given to that term in clause 4.1;
Insolvency Event
any event referred to in clause 10.1.2;
Intellectual Property Rights means all patents, know-how, business
name, copyrights, trade or service marks,
design rights, and all other intellectual
property rights of any kind, in each case
whether registered or unregistered and
including all applications and rights to
apply for and be granted, renewals or
extensions of, and rights to claim priority
from, such rights and all similar or
equivalent rights or forms of protection
which subsist or will subsist now or in the
future in any part of the world;
87
Price Proposal
has the meaning given to that term in
clause 2.1;
Products
the products described in the Contract;
and
SMI
SMI Int Group Limited (registered no
07644080) whose registered office is at
Vision House, Bedford Road, Petersfield,
Hampshire, GU32 3QB.
1.2
References to regulations, statutes or other statutory provisions shall
be construed to include references to those regulations, statutes or
provisions as amended, re-enacted or modified from time to time and
shall include any subordinate legislation under the relevant statute or
statutory provision.
1.3
The headings in these terms and conditions are for ease of reference
only and shall not in any way affect their construction or interpretation.
1.4
Words denoting the singular include the plural and vice versa; words
denoting any one gender include all genders and vice versa, and
reference to a person shall include an individual, partnership, body
corporate and unincorporated association.
1.5
References to any party shall include its personal representatives.
1.6
The words and phrases “other”, “including” and “in particular” shall not
limit the generality of any preceding words or be construed as being
limited to the same class as the preceding words where a wider
construction is possible.
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