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TreadSpec
TreadSpec

OUR SOLUTION BRANDS

OUR SOLUTION BRANDS

General Terms & Conditions of Sale

General Terms & Conditions of Sale

All buyer and seller quotations and contracts are subject to the following conditions

  1. Definitions
    “Seller” means TREADWELL GROUP UK LIMITED with business office at Milbank House 1 Finsbury Square, London, EC2A 1AE, England;
    “Buyer” means the party whose order for the purchase of Goods is accepted by Seller;
    “Goods” means any material, products, services and any other item to be supplied by the Seller to the Buyer pursuant to these terms and conditions.
    “Contract” means the terms and Conditions, Purchase Order if applicable or any attachments, exhibits, appendices, or other documents specifically referenced therein.
    “Quotation” means the written price and specification offer provided by the Seller on the basis of these Conditions.
  2. Acceptance of Agreement
    The Seller’s execution of this Agreement, acknowledgment or commencement of shipment of Goods, subject to this Agreement, whichever occurs first, shall be deemed acceptance of the terms of the Agreement.
  3. Application of Terms
    These terms shall apply to all sales by the Seller, whether via this website, email, or otherwise. Any conflicting terms provided by the Buyer, or which are implied by trade, custom, practice or course of dealing are expressly excluded. Notwithstanding the fact that the Seller does not continue to dispute the purported imposition of the Buyer’s own terms, the Buyer terms and conditions shall not bind the Seller or prevail over these terms.
  4. Price
    1. All prices for the Products are provided for guidance only and are subject to confirmation in the Seller’s Quotation, subject to any variations agreed in writing. The Seller’s Quotation forms an integral part of this Agreement and takes precedence in the event of any inconsistency with other documents.
    2. Unless otherwise stated in the Seller’s Quotation, all prices are:
      • Exclusive of VAT and any applicable taxes, duties, or levies;
      • Exclusive of delivery and packaging costs; and
      • Valid for a period of thirty (30) days from the date of the Quotation;
    3. The Seller reserves the right to amend pricing in the event of significant changes in raw material costs, exchange rates, or other factors beyond its reasonable control, provided written notice is given to the Buyer prior to dispatch.
    4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer or other documentation or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
  5. Invoicing and Payment
    1. By the 25th day of each month, the Seller must provide the Buyer an Invoice for the provision of Goods or any delivered or completed part of the Goods and/or services based on agreed Progress Claims.
    2. The Buyer must pay all Invoices within 21 Business Days of issue or such other period as agreed in writing by the Parties, pursuant to the Buyer making such payment in immediately available funds.
    3. All amounts due shall be paid in full without set-off, counterclaim, deduction or withholding except for any undisputed debt or claim against amounts payable under this agreement.
      1. Interest shall accrue at 8% above the Bank of England base rate on overdue sums, in accordance with the Late Payment of Commercial Debts (Interest) Act of 1998.
      2. Failure to pay in full in reasonable time may result in repossession of all goods supplied, and any monies/deposits paid to date by the Buyer will be forfeited to cover any associated costs incurred by the Seller.
      3. The Seller shall be entitled at any time to:
        1. Suspend any deliveries; and/or
        2. Cancel any order; and/or
        3. Demand security for payment or payment guarantees before continuing with any order or delivery without any liability whatsoever if the Seller at any time has concerns regarding the Buyer’s financial circumstances or the Buyer’s ability to pay.
  6. Delivery
    1. The Seller will deliver the Products to the Buyer using any applicable delivery method agreed by the Parties, should the delivery and unloading be the responsibility of the Seller. In the instance delivery is the responsibility of the Buyer, the Buyer shall organize collection, including transport and unloading.
    2. Delivery and completion dates are estimates only and subject at all times to factors outside the Seller’s control, including, but not limited to holidays, fire, strikes, lockouts, failure of suppliers or transport systems and other contingencies, and in all cases, time will not be of the essence of any contract to which these conditions apply.
    3. The Seller may deliver in installments. Each instalment shall be treated as a separate contract and failure of any delivery or part delivery shall not vitiate any contract in respect of any other delivery or other part delivery.
    4. Acceptance by the Buyer of the Goods delivered shall be deemed for all purposes to have taken place at the expiration of seven (7) days from the date of delivery of those Goods.
    5. If delivery of the Goods by the Seller is delayed for a cause other than its own negligence, the Buyer shall be liable for extra charges, losses or expenses incurred by the Seller and the Buyer shall not be entitled to cancel any order of Goods by reason thereof.
  7. Risk and Title
    1. The risk of the Goods passes to the Buyer at the point of delivery.
    2. The Customer shall hold the goods in a fiduciary capacity until such time as full payment has been received. Title and full ownership of the goods will only pass to the Buyer on receipt of the Seller of the price and the price of all other Goods and services agreed to be supplied by the Seller to the Buyer.
  8. Insurance
    From the time the risk in the goods passes to the Buyer in accordance with Clause 7, the Buyer shall, at its own expense, maintain comprehensive insurance coverage for the goods against all risks to loss, theft, or damage, for not less than their full replacement value. Such insurance shall name the Supplier as an additional insured party until title has passed in accordance with Clause 7. The Buyer shall, upon request, provide the Supplier with evidence of such insurance.
  9. Warranty and Liability
    1. The Seller warrants that the Goods will be free from material defects in workmanship and materials for a period of 12 months from delivery.
    2. If Goods are proven defective within the warranty period, the Seller shall, at its discretion, repair or replace them.
    3. The Seller’s liability is limited to the value of the defective Products. The Seller shall not be liable for indirect, consequential or special losses, loss of profit or revenue, installation costs or damages arising from misuse or improper installation.
    4. The Buyer acknowledges and accepts that it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in these conditions as a warranty. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
  10. Returns
    1. The Seller will only accept the return of Goods and bear the cost of return freight where the Seller is legally obliged to repair or replace those Goods, or where those Goods were delivered to the Buyer as a result of the Seller’s error.
    2. If required by the Seller, the Buyer will return the Goods to the Seller’s nominated representative. However, the Buyer will not return any Goods for repair or replacement until the Seller has received written notice that Goods require replacement or repair, and the Seller’s agent has inspected the Goods and advised the Buyer of an authorisation number which the Buyer must quote to the Seller in all subsequent dealings relating to the relevant Goods.
    3. Subject to the foregoing, receipt by the Seller or by any of its agents or representatives of goods returned will not constitute or be deemed to constitute the Seller’s acceptance of the return of those Goods for any purpose, and those Goods will be returned to the Buyer at the Buyer’s expense.
  11. Cancellations
    An order for the purchase of Goods made by the Buyer and accepted by the Seller cannot be cancelled, delivery of the Goods ordered cannot be deferred and Goods ordered cannot be returned, except with the prior written consent of the Seller and then (subject to clause 9 of these terms and conditions) only upon terms that reimburse and indemnify the Seller against all loss it has incurred or may incur as a result of the cancellation, deferral or return, including (without limitation) cartage, bank charges and other incidental expenses incurred on any part of the order that is cancelled. To the extent permitted by law, where the Seller agrees to accept Goods for return, a re-stocking charge of 20% of the price of the Goods returned will be incurred by the Buyer, which charge must be paid upon return unless otherwise agreed in writing by the Seller.
  12. Intellectual Property
    All drawings, designs, data and technical documents remain the intellectual property of the Seller. Where the Buyer provides designs, specifications, or instructions, the Buyer warrants that these do not infringe any third-party rights. The Buyer shall indemnify the Seller against all claims, losses, and legal costs arising from such use or from any resulting defects or liability.
  13. Data Protection and Privacy
    The Seller complies with the Data Protection Act 2018 and the UK GDPR. Buyer data will be handled in accordance with the Seller’s Privacy Policy, available on the website.
  14. Variation
    The Seller may update these Terms at any time. The Buyer should review the current version before placing an order. Continued use of the Seller’s website or purchase of Goods shall constitute acceptance of any updates.
  15. Governing Law and Jurisdiction
    These terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. The parties agree to submit to the exclusive jurisdiction of the English courts.
  16. Entire Agreement and Precedence
    1. This Agreement constitutes the entire agreement between the parties and supersedes Buyer Terms and all prior negotiations, representations, or agreements, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in this Agreement. Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
  17. Termination of Supply
    The Seller may at any time by written notice to the Buyer, terminate its obligations to supply Goods to the Buyer upon the happening of any of the following:
    1. Any action is taken for, or with a view to, the liquidation (including provisional liquidation), winding up, official management, bankruptcy or insolvency of the Buyer and such action remains pending for a period of 21 days thereafter, unless the Buyer satisfies the Seller (in its absolute discretion) of the Buyer’s solvency;
    2. The Buyer becomes insolvent or is unable or deemed to be unable to pay its debts or ceases or threatens to cease to carry on its business or a major part of its business or the Buyer enters into dealings with any of its creditors with a view to avoiding, or in expectation of, insolvency or stops or threatens to stop payments generally or a receiver or receiver and manager is appointed to, or an encumbrancee takes or proposes to take possession of, any material part of the assets of the Buyer;
    3. The Buyer enters into any arrangement, assignment or composition with or for the benefit of its creditors or any class of them;
    4. Any distress, attachment or execution is issued, levied or enforced against the Buyer which is not satisfied or challenged in good faith by appropriate means within 14 days;
    5. A person is appointed under any applicable law to investigate any part of the Buyer’s business or affairs or an application is made for the appointment of such an inspector, or an administrator is appointed to the Buyer or any steps are taken for such an appointment;
    6. Any other event occurs or circumstance arises, financial or otherwise, which, in the reasonable opinion of the Seller, is likely materially and adversely to affect the ability of the Buyer to observe any of its payment obligations to the Seller, and in such event the Customer shall be deemed to be in breach of its obligation to purchase those goods.