Buyer' means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller

Goods' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.

Seller' means Sogal Uk Ltd

Conditions' means the standard terms and conditions of sale set out in the document and includes any special terms and conditions agreed in writing between the Buyer and the Seller. (unless the context otherwise requires) 'Contract' means the contract for the purchase and sale of the Goods.

Writing' includes facsimile transmission and comparable means of communication.

Any reference in these Conditions to any provision of a statute shall be construed as a reference so that provision as amended, re-enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

The Seller shall sell and the buyer shall purchase the Goods subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

Any advice or recommendations given by the Seller or it's employees or agents to the Buyer or its employees or stated herein is followed or acted upon entirely at the Buyer's own risk and accordingly the Seller shall not be liable for any advise or recommendation which is not so confirmed.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller

If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specifications.

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

The price of Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order or sale.

(Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance).

Unless otherwise specifically stated, all prices quoted or set out in the Seller's catalogue or other published list prices are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.

The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.)

Subject to any special terms agreed, in Writing, between the Buyer and the Seller, the Buyer shall pay for the price of the Goods in cash at the time of sale.

In the event the Buyer opens a trade credit account with the Seller the following conditions apply:-

A trade account will only be opened after satisfactory references have been taken up by the Seller;

Acceptance of orders by the Buyer is subject to credit approval by the Seller;

Trade accounts must be paid in full (unless otherwise agreed in Writing by the Seller) on the last day of each calendar month following the date of invoice or such day is a non business day, the immediately preceding business day;

The Seller reserves the right to charge interest on all overdue accounts at the rate of 2% per annum above (National Westminster) Bank plc base lending rate from time to time;

At any time before the delivery of Goods the Seller reserves the right to notify the Buyer that outstanding payment is required prior to delivery and the Seller shall be entitled to withhold delivery until payment is made;

If the Buyer does or suffers to be done anything which might prejudice his ability to pay the full price for Goods the Seller, in addition to all other rights it may have, reserves the right to treat the contract for Goods unpaid as repudiated by the Buyer.

Delivery of the Goods shall be made by the Buyer taking the Goods away from the Seller's premises at the or at any time after the seller has notified the Buyer that the Goods are ready for collection.

Unless otherwise agreed (in Writing) no deliveries will be carried out by the Seller nor will the Seller store any Goods for the Buyer after the time of sale.

Subject to clauses 8.3 and 8.4, Goods may only be returned by the Buyer at the discretion of the manager if adequate proof and date of purchase is given and the Goods are in the original wrapped packaging (where applicable) and undamaged. The Seller reserves the right in the event that the Goods are accepted back by the Seller to charge a reasonable amount in respect of a restocking and administration charge.

Risk of damage to or loss of the Goods shall pass to the Buyer at the time that the Buyer takes delivery of the Goods.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a customer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Goods are sold to the Buyer under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976):

The Buyer's statutory rights are not affected by these Conditions; and

Any provision of these Conditions which would be void as against a person dealing as a consumer shall not apply to the extent that it would be so void.

Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Seller within 7 days from the date of sale or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

Sogal UK Ltd manufactured products are guaranteed for 10 years against faulty materials or workmanship subject to clauses 9.1 and 9.2.
Failure to carry out the recommended instructions for decorating, sealing and installation of joinery products can their performance and will invalidate any guarantees.

Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (of the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

This guarantee does not apply to doors which swell due to intake of excessive moisture or any other neglect or misuse on the part of the Buyer after sale. The Seller's liability under this guarantee shall not extend to costs or charges of unfixing, refitting, painting, polishing, staining, handling, cartage, storage or other additional charges or expenses. (This does not affect your statutory rights).

Notwithstanding Goods being sold in metric measure the Seller has the option to supply any or all of the goods in imperial surface dimensions and/or thicknesses on the basis of the Timber Trade Federation conversion scales for Sheet Materials, all imperial and metric surface dimensions and thicknesses being subject to normal manufacturing tolerances.

All Goods must be stored in a dry place. The Seller cannot accept any responsibility if Goods are not so stored.

The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

The Buyer ceases, or threatens to cease, to carry on business; or

The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.