Terms & Conditions for Sale of Goods
In this document the following words shall have the following meanings:
1. "Buyer" means the organization or person who buys Goods
2. "Goods" means the articles to be supplied to the Buyer by the Seller;
3. "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
4. "Seller" means Suppinger's.
1. These Terms and Conditions shall apply to sales 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. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
III. Price and Payment
1. The price charged via invoice[s] to the buyer shall be the final Hammer amount, plus the auctioneers premium, 15% of the final hammer price, plus sales tax where applicable, plus any other charges or costs incurred to transfer the goods ownership to the buyer, less if any agreed discount, unless otherwise agreed in writing between the parties. The price is inclusive of VAT, auction pre or any other applicable costs.
2. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
3. Where credit is offered payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.
4. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 12 per cent per year.
5. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
1. require payment in advance of delivery in relation to any Goods not previously delivered;
2. refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
Any description given or applied to the Goods is given by way of identification only and the 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.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly.
1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address of the Buyer in a timely manner. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
2. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, 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 expense associated with such storage.
3. The shipping agency must be made aware of any damages or missing shipments in a timely manner as outlined by the shipper to enable replacement or refund. Carrier insurance is suggested by the seller for the buyer to enact for the goods during shipping and delivery. The seller is not responsible for loss or damage during shipping or delivery of the goods.
Risk in the Goods shall pass to the Buyer upon shipment of the goods.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
IX. RETURN OF UNUSED GOODS
1. All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods.
2. A restocking charge of 20% of the hammer price is levied on all winning bids that are not completed by the buyer within 30 days, the item will then be returned to our unsold warehouse.
3. The restocking charge if left unpaid will be either sold or consigned to a local collection agency.
4. A finance charge of 10% per month will be charged on all unpaid bills.
X. LIMITATION OF LIABILITY
1. The Seller shall not be liable for any all loss or damage suffered by the Buyer. The Seller's only obligation is to list, describe and provide images of goods for sale and make arrangements for those goods that are sold to be shipped to the Buyer in the as sold condition.
XI. 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.
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.
XIII. 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.
XIV. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and 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.
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 of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
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 these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
XVII. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of United States of America and Washington State and the parties hereby submit to the exclusive jurisdiction of the United States of America and Washington State courts.