STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF SOYANG EUROPE LTD.
1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys goods from the seller;
1.2 “Goods” means the articles to be supplied to the buyer by the seller.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,
trademarks, know-how and all forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the goods maintained by the seller as amended from time to
time.
1.5 “Seller” means SOYANG EUROPE LTD.
2 GENERAL
2.1 These terms and conditions shall apply to all contracts for the sale of goods by the seller to the
buyer, to the exclusion of all other terms and conditions referred to, offered or relied on by the
buyer, whether in negotiation or at any stage in the dealings between the parties, including any
standard or printed terms tendered by the buyer, unless the buyer specifically states in writing,
separately from such terms, that it wishes such terms to apply and this has been acknowledged by
the seller in writing.
2.2 Any variation to these terms and conditions (including any terms and conditions agreed between
the parties) shall be inapplicable unless agreed in writing by the seller.
2.3 It is your right as a buyer to opt out of all communication from the seller, this will be through
providing full payment to the seller and closer the account the buyer holds.
3 PRICE AND PAYMENT
3.1 The seller shall use an automated decision making system to obtain information on if the buyer
shall acquire a credit allowance or if they shall pay for goods on ordering from the seller. The
buyer has 21 days to challenge the decision made by the seller in writing, this is in line with the UK
obligations on organisations.
3.2 The price shall be that in the seller’s current price list, or such other price as the parties may agree
in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by
the buyer unless otherwise stated.
3.3 Payments of the price and VAT and any other applicable costs shall be due within 30 days of the
invoice date supplied by the seller unless other payment terms have been agreed in writing.
3.4 Any invoice outstanding beyond this period will be referred to Daniel Silverman Limited,
Information provided may involve details of directors to assist in the collection of costs.
There will be subject to a surcharge of 15% plus VAT to cover the collection costs incurred. This
surcharge together with all other charges and legal fees incurred will be the responsibility of the
buyer and will be legally enforceable.
3.5 If payment of the price or any part thereof is not made by the due date, the seller shall be entitled
to;
3.5.1 Require payment in advance of delivery in relation to any goods not previously delivered.
3.5.2 Refuse to make delivery of any undelivered goods whether ordered under the contact or not and
without incurring any liability whatever to the buyer for non-delivery or any delay in delivery.
3.5.3 Terminate the contract.
4 DESCRIPTION
Any description given or applied to the goods is given by way of identification only and use of such
description shall not constitute a sale by description. For the avoidance of doubt, the buyer hereby
affirms that it does not in any way rely on any description when entering into the contract.
5 SAMPLE
Where a sample of the goods is shown to and inspected by the buyer, the parties hereto accept
that such a sample is so shown and inspected for the sole purpose of enabling the buyer to judge
for itself the quality of the bulk, and not so as to constitute a sale by sample.
6 DELIVERY
6.1 Unless otherwise agreed in writing, delivery of the goods shall take place at the address specified
by the buyer on the date specified by the seller. The buyer shall make all arrangements necessary
to take delivery of the goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the seller is an estimate only. Time for delivery shall not be of the
essence of the contract.
6.3 If the seller is unable to deliver the goods for reasons beyond its control, then the seller shall be
entitled to place the goods in storage until such times as delivery may be effected and the buyer
shall be liable for any expenses associated with such storage.
6.4 The buyer shall be entitled to replacement goods where the goods have been damaged during
transportation. The buyer must notify the seller of the damage within 24 hours of delivery.
7 RISK
Risk in the goods shall pass to the buyer at the moment the goods are dispatched from the seller’s
premises. Where the buyer chooses to collect the goods itself, risk will pass when the goods are
entrusted to it or set aside for its collection, whichever happens first.
8 TITLE
Title in the goods shall not pass to the buyer until the seller has been paid in full for the goods.
However if the goods have been processed in any way the seller must be compensated accordingly
should the seller need to claim title.
9 WARRANTY
9.1 Where the goods have been manufactured by the seller and are found to be defective, the seller
shall repair, or in its sole discretion, replace defective goods free of charge within 30 days from the
date of delivery, subject to the following conditions;
9.1.1 The buyer notifying the seller in writing immediately upon the defect becoming apparent.
9.1.2 The defect being due to faulty design, materials or workmanship of the seller.
9.2 Any goods to be repaired or replaced by be returned to the seller at the buyer’s expense, if so
requested by the seller.
9.3 Where the goods have been manufactured and supplied to the seller by a third party, any
warranty granted to the seller in respect of goods shall be passed on to the buyer.
9.4 The seller shall be entitled in its absolute discretion to refund the price of the defective goods in
the event that such price has already been paid.
9.5 The remedies contained in this clause are without prejudice to the other terms and conditions
herein, including, but without limitation, clauses 10 and 11 below.
10 LIABILTY
10.1 No liability of any nature shall be incurred or accepted by the seller in respect of any
representation made by the seller, or on its behalf, to the buyer, or to any party acting on its
behalf, prior to the making of this contract where such representations were made or given in
relation to:
10.1.1 The correspondence of the goods with any description;
10.1.2 The quality of the goods; or
10.1.3 The fitness of the goods for any purpose whatsoever.
10.2 All implied terms, conditions or warranties as to the correspondence of the goods to any
description or the satisfactory quality of the goods or the fitness of the goods for any purpose
whatsoever (whether made known to the seller or not) are hereby excluded from the contract.
11 LIMITATION OF LIABILITY
11.1 Where any court or arbitrator determines that any part of clause 10 above is, for whatever reason,
unenforceable, the seller shall be liable for all loss or damage suffered by the buyer but in an
amount not exceeding the contract price.
11.2 Nothing contained in these terms and conditions shall be constructed so as to limit or exclude the
liability of the seller for death or personal injury as a result of the seller’s negligence or that of its
employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights produced from or arising as a result of the performance of this
agreement shall, so far as not already vested, become the absolute property of the seller, and the
buyer shall do all that is reasonably necessary to ensure that such rights vest in the seller by the
execution of appropriate instruments or the making of agreements with third parties.
13 FORCE MAJEURE
The seller shall not be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not
limited to acts of god, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or
shortage or unavailability of raw materials from a natural source of supply, and the seller shall be
entitled to a reasonable extension of its obligations. If the delay persists for such time as the seller
considers unreasonable, it may, without liability on its part, terminate the contract.
14 RELATIONSHIP OF PARTIES
Nothing contained in these terms and conditions shall be construed as establishing or implying any
partnership or joint venture between the parties and nothing in these terms and conditions shall
be deemed to construe either of the parties as the agent of the other.
15 ASSIGNMENT AND SUB-CONTRACTING
The contract between the buyer and the seller for the sale of goods shall not be assigned or transferred,
nor the performance of any obligation sub-contracted, in either case by the buyer, without the prior
written consent of the seller.
16 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the terms and
conditions herein shall not be a waiver of them or the right at any time subsequently to enforce all terms
and conditions of this agreement.
17 SEVERABILITY
If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if the terms and conditions had been agreed
with the invalid, illegal or unenforceable provision eliminated.
18 MARKETING
Within the application for Credit Account completed prior to opening an account with us, you have the
ability ‘opt out’ of any marketing by Soyang Europe Ltd. You have the right to unsubscribe from
marketing at any time and can be done so through emailing gdpr@soyang.co.uk or at the bottom of the
marketing correspondence.
19 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the law of England and the
parties hereby submit to the exclusive jurisdiction of the English courts.
You are entitled to view, amend or delete the personal data that Soyang Europe Ltd hold. Email your request
to our Data Protection Officer; Amy Mashiter at gdpr@soyang.co.uk or in writing to the company address.
SOYANG EUROPE LTD
CALDER HOUSE, METCALF DRIVE,
ALTHAM INDUSTRIAL ESTATE, ALTHAM, ACCRINGTON, BB5 5TU
Company Reg: 5503397 Vat Reg: GB 864 8537 78
