September 14th 2016
In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: the terms and conditions set out in below as amended from time to time in accordance with clause 12.2.
Contract: the contract between the Supplier and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Buyer: the person or firm who purchases the Goods from the Supplier. Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: the Buyer's order for the Goods.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Supplier.
Supplier: 7s Above Limited (registered in England and Wales with company number 08989812).
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 If the Buyer is an individual person, he/she must be over the age of 18. Ordering products sold by the Supplier are subject to age requirements specified by law. The Supplier is not permitted by law to supply these products or services to anyone who does not satisfy these age requirements. If the Buyer is under that age, he/she must not attempt to purchase these products.
2.3 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate.
2.4 Before the Order is accepted, the Buyer shall complete a credit application form, which will include a requirement for two trade references and a Gambling Commission licence number. This information will be kept by the Supplier at its main offices.
2.5 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.6 Any changes to the Order must be made in writing and be made within a reasonable time. If the Buyer changes the Order, delivery times and charges quoted by the Supplier may be altered.
2.7 Where customers might hold or be involved in transactions for more than one account, accounts will be linked.
2.8 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.9 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures 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 or have any contractual force.
2.10 The content and information on the Supplier’s website is for general information only and it reserves the right to change any of this information without prior notice.
3. The Gambling Act (2005)
3.1 You the customer must not intentionally or unintentionally violate any applicable law or regulation specifically those concerning the Gambling Laws. the Supplier fully complies with the three licensing objectives set out in the Gambling Act (2005), as follows:
- Preventing gambling from being a source of crime or disorder, being associated with crime or disorder, or being used to support crime;
- Ensuring that gambling is conducted in a fair and open way; and
- Protecting children and other vulnerable persons from being harmed or exploited by gambling.
3.2 The Supplier works with the Gambling Commission in an open and honest way. The Supplier expects all of its employees, service providers and purchasers to also work with the Gambling Commission in an open and honest way and the Buyer agrees to do so. The Supplier maintains an asset register.
4.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Supplier 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 reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause shall survive termination of the Contract.
4.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
5.1 The Supplier shall deliver the Goods to the location agreed between the parties.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, circumstances beyond the Supplier’s control or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 If the Supplier fails to deliver the Goods within 30 days of the agreed delivery date, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 If the Buyer fails to take delivery of the Goods within 5 days of the Supplier notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which the Supplier notified the Buyer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance and storage costs).
5.5 If, 10 days after the day on which the Supplier notified the Buyer that the Goods were ready for delivery, the Buyer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
5.6 The Supplier may deliver the Goods by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
6.1 The Supplier warrants that on delivery the Goods shall:
(a) be free from material defects in design, material and workmanship;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(c) be fit for any purpose held out by the Supplier.
6.2 It is the Buyer’s responsibility to maintain, repair and update the Goods.
6.3 Subject to clause 6.4, if:
(a) the Buyer gives notice in writing to the Supplier immediately upon discovery that some or all of the Goods do not comply with the warranty set out in clause 4;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Buyer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Buyer's cost,
the Supplier shall, at its sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.4 The Supplier shall not be liable for Good's failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Buyer uses such Goods after giving notice in accordance with clause 6.2; or
(b) the defect arises because the Buyer failed to follow the Supplier'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
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Buyer; or
(d) the Buyer alters or repairs such Goods without the written consent of the Supplier; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.5 Except as provided in this clause 6, the Supplier shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.6 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.
6.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. Title and risk
7.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
7.2 Title to the Goods shall not pass to the Buyer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Buyer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(c) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.2; and
(d) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as the Supplier's agent; and
(b) title to the Goods shall pass from the Supplier to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 If the Buyer wishes to return the Goods to the Supplier and the Supplier agrees to accept return of the Goods, the Supplier shall not be responsible for any loss or damage to the Goods in transit and the Goods must be returned to the Supplier in the same condition as they were in when dispatched by the Supplier. If any loss or damage occurs to the Goods, the Supplier reserves the right to recover any amounts attributed to such loss or damage from the Buyer.
7.6 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 9.2 then, without limiting any other right or remedy the Supplier may have:
(a) the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
8. Price and payment
8.1 All prices are subject to Value Added Tax (VAT) which will be charge at the current
UK VAT standard rate of 20%.
8.2 Sales into the EU will not be charged UK VAT but the Buyer will be required to provide proof of EU status to the Supplier.
8.3 The Buyer shall pay the Suppliers invoices in full and in cleared funds within 45 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8.4 If the Buyer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England'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 Buyer shall pay the interest together with the overdue amount.
8.5 The Buyer 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 Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Supplier to the Buyer.
9. Termination and suspension
9.1 If the Buyer becomes subject to any of the events listed in clause 9.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Buyer.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) the Buyer 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;
(b) the Buyer 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 Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(c) (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 Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(d) (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 Buyer;
(e) (being a company) the holder of a qualifying floating charge over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
(g) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Buyer 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;
(i) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause 9.2(f) (inclusive);
(j) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Buyer's financial position deteriorates to such an extent that in the Supplier's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Buyer 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.
9.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Supplier if the Buyer becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(i), or the Supplier reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) the Supplier shall under no circumstances whatever be liable to the Buyer, 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;
(b) the Supplier's total liability to the Buyer 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; and
(c) the Supplier shall take all reasonable care, in so far as it is in its power to do so, to keep the details of the Order secure. The Supplier shall not be held liable for any loss the Buyer may suffer if a third party procures unauthorised access to any data the Buyer may provide to the Supplier. Information of all orders will be kept in the form of an asset register.
11. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 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 Supplier.
12.3 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.
12.4 Severance. 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.
12.5 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 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.
12.7 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).