Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (goods) by thebuyer (you or your customer) from Ins-spec Ltd a company registered in England and Wales under number12185451 whose registered office is at Unit 1, 2 Osprey Place, Lancashire, L40 8TG (we or us or supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or thequotation or from the date of any delivery of the goods (whichever happens earlier) and will constitute theentire agreement between us and you.
3. The Terms and Conditions and the quotation (together, the contract) apply to the purchase and sale of anygood between us and you, to the exclusion of any other terms that you try to impose or incorporate, or whichare implied by trade, custom, practice or course of dealing.Interpretation
4. A “business day” means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa
7. The description of the goods is set out in our sales documentation, unless expressly changed in our quotation.In accepting the quotation you acknowledge that you have not relied upon any statement, promise or otherrepresentations about the goods by us. Descriptions of the goods set out in our sales documentation areintended as a guide only.
8. We can make any changes to the specification of the goods which are required to conform to any applicablesafety or other statutory or regulatory requirements.
9. The price of the goods is set out in our quotation current at the date of your order or such other price as wemay agree in writing.
10. If the cost of the goods to us increases due to any factor beyond our control including. But not limited to,materials costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we canincrease the price prior to delivery.
11. Any increase in the price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The price is exclusive of fees for packaging and transportation delivery.
14. The price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by anycompetent authority.
Cancellation and alteration
15. Details of the goods as described in the clause above (goods) and set out in our sales documentation are subject to alteration without notice and are not contractual offer to sell the goods Is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on price (above) isvalid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earliertime.
17. Either of us can cancel the order for any reason prior to your acceptance (r rejection) of the quotation.Payment
18. We will invoice you for the price either:a. On or at any time after delivery of the goods; orb. Where the goods are to be collected by you or where you wrongfully do not take delivery of the goods, atany time after we have notified you that the goods re ready for collection o we gave tried to deliver them.
19. You must pay the price within 30 days of the date of our invoice or otherwise according to any credit termsagreed between us.
20. You must make payment even if delivery has not have taken place and/or that the title in the goods has notpassed to you.
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and withoutlimiting any of our other rights or remedies for statutory interest, charge you interest of 8% per annum abovethe best rate of the Bank of England from time to tie on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the contract between us and you.
23. All payments must be made in British Pounds unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction orwithholding except as required by law and neither party is entitles to assert any credit, set-off or counterclaimagainst the other in order to justify withholding payment of any such amount in whole or in part.Delivery
25. We will arrange for the delivery of the goods to the address specified in the quotation, or your order to anotherlocation we agree in writing.
26. If you do not specify a delivery address or if we both agree, you must collect the goods from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day andmust be accepted at any time between 8am to 8pm.
28. If you do not take delivery of the goods we may at our discretion and without prejudice to any other rights:a. Store or arrange for the storage of the goods and will charge you for all associated costs and expensesincluding, but not limited to, transportation, storage and insurance; and orb. Make arrangements for the redelivery of the goods and will charge you for the costs of such redelivery;and/orc. After 10 business days, resell or otherwise dispose of part or all of the goods and charge you for anyshortfall below the price of the goods.
29. If redelivery is not possible as set out above, you must collect the goods from our premises and will benotified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. Any dates quoted for delivery are approximate only; and the time of delivery is not of the essence. We will notbe liable for any delay in delivery of the goods that is cause by a circumstance beyond our control or yourfailure to provide us with adequate delivery instructions or any other instructions that are relevant to thesupply of the goods.
31. We can deliver the goods by instalments, which will be invoiced and paid for separately. Each instalment is aseparate contract, any delay in deliver or defect in an instalment will not entitle you to cancel any otherinstalment.Inspection and acceptance of goods
32. You must inspect goods on delivery or collection.
33. If you identify any damages or shortages, you must inform us within 3 days of delivery, providing details.
34. Other than by agreement, we will only accept returned goods if we are satisfied that those goods are defectiveand if required, have carried out an inspection.
35. Subject to your compliance with this clause and/or our agreement, you may return the goods and we will, asappropriate, repair, or replace, or refund the goods by part of them.
36. We will be under no liability or further obligation in relations to the goods if:a. If you fail to provide notice as set above; and/orb. You make any further use of such goods after giving notice under the clause above relating to damagesand shortages; and/orc. The defect arises because you did not follow our oral or written instructions about the storage;commissioning, installation, use and maintenance of the goods; and/ord. The defect arises from normal wear and tear of the goods; and/ore. The defect arises from misuse or alteration of the goods, negligence, wilful damage or any other act byyou, your employees or agents or any third parties.
37. You bear the risk and cost of returning the goods.
38. Acceptance of the goods will be deemed to be upon inspection of them by you and in any event within 3 daysafter delivery.Risk and title
39. The risk in the goods will pass to you on completion of delivery.
40. Title to the goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a)the goods and/or (b) any other goods or services that we have supplied to you in respect of which payment hasbecome due.
41. Until title to the goods has passed to you, you must (a) hold the goods on a fiduciary basis as our bailee;and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging onor relating to the goods; and/or (c) keep the goods in satisfactory condition and keep them insured against allrisks for the full price from the date of delivery.
42. As long as the goods have not been resold, or irreversibly incorporated into another product, and withoutlimiting any other right or remedy we may have, we can at any time ask you to deliver up the goods and, ifyou fail to do so promptly, enter any of your premises or if any third party where the goods are stored in orderto recover them.Termination
43. We can terminate the sale of goods under the contract where:
a. You commit a material breach of your obligations under these Terms and Conditions;
b. You are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order ortake advantage of any other statutory provision for the relief of insolvent debtors.
c. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme orarrangement is made with your creditors; ord. You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have areceiver, manager, administrator or administrative receiver appointed in respect of your assets orundertakings or any part thereof, any documents are filed with the court for appointment of anadministrator, notice of intention to appoint an administrator is given by you or any of your directors or bya qualifying floating charge holder (as defined in para. 14 od Schedule B1 of the Insolvency Act 1986), aresolution is passed or petition presented to any ort for the winding up of your affairs or for the granting ofan administration order, or any proceedings are commenced relating to your insolvency or possibleinsolvency.Limitation of liability
44. Our liability under the contract, and in breach of statutory duty, and in tort, misrepresentation or otherwisewill be limited to this section.
45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions orother terms implied by statute or common law (save for those implied by Section 12 of the Sale of GoodsACT 1979) are excluded to the fullest extent permitted by law.
46. If we do not deliver the goods, our liability is limited, subject to the clause below, to the costs and expensesincurred by you in obtaining replacement goods or similar description nd quality in the cheapest marketavailable, less the price of the goods.
47. Our total liability will not, in any circumstances, exceed the total amount of the price payable by you.
48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the goods,for:a. Any indirect, special or consequential loss, damage, costs or expenses; and/orb. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill;business interruption; or, other third party claims; and/orc. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond ourreasonable control; and/ord. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations;and/ore. Any loss relating to the choice of the goods and how the will meet your purpose or the use by you of thegoods supplied.
49. The exclusions of liability contained within the clause will not exclude or limit our liability for death orpersonal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude orlimit our liability; and for fraud or fraudulent misrepresentation.Communications
50. All notices under these Terms and Conditions must be in writing and signed by; or on behalf of, the party ofgiving notice (or a duly authorised officer of that party).
51. Notices will be deemed to have been duly given:a. When delivered, if delivered by courier or other messenger (including registered mail) during the normalbusiness hours of the recipient;b. When sent, if transmitted by fax or email and a successful transmission report or return receipt isgenerated;c. On the fifth business day following mailing, if mailed by national ordinary mail; ord. On the tenth business day following mailing, if mailed by airmail.
52. All notices under these Terms and Conditions must be address to the most recent address, email address or faxnumber notified to the other party.Data protection
53. When providing the goods to the byer, the seller may gain access to and/or acquire the ability to transfer, storeor process personal data of employees of the byer.
54. The parties agree that were such processing of personal data takes place, the buyer shall be ‘data controller’and the seller shall be the data ‘processor’ as defined in the General Data Protection Regulation (GDPR) asmay be amended, extended and/or re-enacted from time to time.
55. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, and ‘Data Subject’ shall have thesame meaning as in the GDPR.
56. The seller shall only process personal data to the extent reasonably required to enable it to provide the goodsas mentioned in these terms and conditions or as requested by and agreed with the buyer, shall not retain anypersonal data than the necessary for the Processing and refrain from processing any personal Data for its ownor for any third party’s purposes.
57. The seller shall not disclose personal data to any third parties other than employees, directors, agents,subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive)conditions as set out in these terms and conditions or to the extent required by applicable legislation and/orregulations.
58. The seller shall implement and maintain technical and organisational security measures as are required toprotect personal data processed by the seller on behalf of the buyer. Further information about the seller’sapproach to data protection are specified in its Data Protection Policy, which can be found on our website. Forany enquiries or complaints regarding data privacy, you can email info@ins-spec.co.uk.Circumstances beyond the control of either party
59. Neither party shall be liable for any failure nor is delay in performing their obligations where such failure ordelay results from any cause that beyond the reasonable control of that party. Such causes include, but are notlimited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, and acts of war,governmental actions or any other event that is beyond the control of the party in question.No waiver
60. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of anysubsequent breach of the same or any other provision.Severance
61. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable,that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which willremain valid and enforceable).Law and jurisdiction
62. This agreement shall be governed by and interpreted according to the law of England and Wales and alldisputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to theexclusive jurisdiction of the English and Welsh courts.

Head Office & Factory

Unit 1, Osprey Place, Burscough, L40 8TG

Tel: +44 1704 897 006

Email: info@ins-spec.co.uk

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