Terms and Conditions of Trading

Smeg UK Terms and Conditions of Trading

1) General
A. In these Terms and Conditions ‘the Company’ means Smeg (UK) Limited; ‘the
Customer’ means any company, firm, or individual with whom the Company
concludes a contract to sell Goods; ‘Goods’ means any products sold by the Company
to the Customer including in particular the goods (including any instalment of the
goods or any parts for them) specified in the contract or order form to which these
Conditions are annexed; ‘Current Price List’ means the price list issued by the
Company and current at the date of acceptance by the Company of the relative
contract or order; ‘Contract’ means the contract for the purchase and sale of the
Goods; ‘Writing’ includes telex, cable, facsimile transmission, e-mail and other
electronic means of communication and all comparable means of communication.
B. Any reference in these Conditions to any provision of any statute shall be construed
as a reference to that provision as amended, re-enacted or extended at the relevant
time.
C. The heading in these Conditions are for convenience only and shall not affect their
interpretation.

2) Basis of the Sale
A. The Company shall sell and the Customer shall purchase the Goods in accordance
with any written order of the Customer which is accepted by the Company, subject
in either case to these Conditions, which shall govern the Contract to the exclusion
of any other terms and conditions subject to which any such quotation is accepted
or purported to be accepted or any such order is made or purported to be made by the
Customer.
B. Any typographical, clerical or other error or omission in any sales literature, quotation,
price list, acceptance of offer, invoice or other document or information issued by
the Company shall be subject to correction without liability on the part of the
Company.
C. The Company’s employees or agents are not authorised to make any representations
concerning the Goods unless confirmed by the Company in writing. In entering
into any contract for the supply of Goods by the Company, the Customer
acknowledges that it does not rely on and waives any claim for breach of any such
representations, which are not so confirmed.
D. These terms govern all sales of Goods from the Company to the Customer.

3) Orders and Specifications
A. The Customer shall be responsible to the Company for ensuring the accuracy of the
terms of any order (including any applicable specification) submitted by the Customer
and for giving the Company any necessary information relating to the Goods within
a sufficient time to enable the Company to perform the Contract in accordance with
its terms.
B. The quantity, quality and description of and any specification for the Goods shall
be those set out in the Company’s quotation or the Customer’s order.
C. If the Goods are to be manufactured or any process is to be applied to the goods
by the Company in accordance with a specification submitted by the Customer, the
Customer shall indemnify the Company against all loss, damages, costs and expenses
awarded against or incurred by the Company in connection with or paid or agreed to
be paid by the Company in settlement of any claim for infringement of any patent,
copyright, design, trade mark or other industrial or intellectual property rights of
any other person which results from the Company’s use of the Customer’s
specification.
D. The Seller reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable safety or other statutory
requirements or, where the Goods are to be supplied to the Company’s specification,
which do not materially affect their quality or performance.

4) Price of the Goods
A. The price of the Goods shall be the Company’s quote price or, where no price
has been quoted (or a quoted price is no longer valid), the price listed in the
Company’s published price list current at the date of acceptance of the order. All
prices quoted are valid for 30 days only or until earlier acceptance by the Customer,
after which time they may be altered by the Company without giving notice to the
Customer.
B. The Company reserves the right by giving notice to the Customer at any time
before delivery, to increase the price of the Goods to reflect any increase in
the cost to the Company which is due to any factor beyond the control of the
Company (such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties or taxes, significant increase in the costs of labor,
materials or other costs of manufacture), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Customer or any delay caused
by any instructions of the Customer or failure of the Customer to give the Company
adequate information or instructions.
C. Except as otherwise stated under the terms of any quotation or in any price list of the
Company and unless otherwise agreed in writing between the Customer and the
Company all prices are given by the Company on an ex works basis, and where the
Company agrees to deliver the Goods otherwise than at the Company’s premises, the
Customer shall be liable to pay the Company’s charges for transport, packaging and
insurance.
D. The price is exclusive of any applicable value added tax, which the Customer shall
be additionally liable to pay to the Company.
E. The cost of pallets and returnable containers will be charged to the Customer in
addition to the price of the Goods, but full credit will be give to the Customer
provided they are returned undamaged to the Company before the due payment date.

5) Terms of Payment
A. Subject to any special terms agreed in Writing between the Customer and the
Company the Company shall be entitled to invoice the Customer for the price of the
Goods on or at any time after delivery of the Goods, unless the Goods are to be
collected by the Customer or the Customer wrongfully fails to take delivery of the
Goods, in which event the Company shall be entitled to invoice the Customer for the
price at any time after the Company has notified the Customer that the Goods are
ready for collection or (as the case may be) the Company has tendered delivery of
the Goods.
B. The Customer shall pay the price of the Goods (less any discounts to which the
Customer is entitled, but without any other deduction) within 30 days of the date of
the Company’s invoice, notwithstanding that delivery may not have taken place and
the property in the Goods has not passed to the Customer. The time of payment
of the price shall be of the essence of the Contract. Receipts for payment will be
issued only upon request.
C. If the Customer fails to make any payment on the due date then, without prejudice to
any other right or remedy available to the Company the Company shall be entitled to:
i) cancel the contract or suspend any further deliveries to the Customer
ii) treat such contract(s) as repudiated and in addition all sums howsoever and
whensoever owed to the Company by the Customer shall become immediately due
and payable to the Company
iii) appropriate any payment made by the Customer to such of the Goods (or the
goods supplied under any other contract between the Customer and the Company)
as the Company may think fit (notwithstanding any purported appropriation by
the Customer ) and
iv) charge the Customer interest (both before and after any judgement) on the
amount unpaid, at the rate of 2% per annum above National Westminster Bank
base rate from time o time, until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest).

6) Delivery
A. Delivery of the Goods shall be made by the Customer collecting the Goods
at the Company’s premises at any time after the Company has notified the
Customer that the Goods are ready for collection or, if some other place for
delivery is agreed by the Company, by the Company delivering the Goods to that
place.
B. Goods will be deemed to be delivered to a Customer when delivered to a person
appearing to have authority to sign for them at the Company’s premises or other
destination to which they are consigned. Risk in and responsibility for the goods shall
vest in the Customer from the time of delivery. Customers are advised to arrange
their insurance coverage accordingly.
C. Any despatch dates quoted to a Customer are estimates only and no liability can be
accepted (whether for consequential loss or otherwise) for failure for any reason to
meet the same. Goods will be despatched within a reasonable period from the
acceptance by the Company of the Customer’s order.
D. The Company will not be under any liability (whether for consequential loss or
otherwise) for any delay in despatch or delivery or for failure or inability to supply
goods if such delay, failure or inability arises wholly or in part from Act of God, war,
riots, civil commotions, accident, strikes or lockouts, fire, delay in transportation,
shortage of material, Government orders or regulations or any event (whether or not
similar to any of the foregoing) beyond the Company’s control.
E. Where the Goods are to be delivered in instalments each delivery shall constitute a
separate contract and failure by the Company to deliver any one or more of the
instalments in accordance with these Conditions or any claim by the Customer in
respect of any one or more instalments shall not entitle the Customer to treat
the Contract as a whole as repudiated.
F. If the Company fails to deliver the Goods for any reason other than any cause
beyond the Company’s reasonable control or the Customer’s fault, and the Company
is accordingly liable to the Customer, the Company’s liability shall be limited to the
excess (if any) of the cost to the Customer (in the cheapest available market) of similar
goods to replace those not delivered over the price of the Goods.
G. If the Customer fails to take delivery of the Goods or fails to give the Company
adequate delivery instructions at the time stated for delivery (otherwise than by
reason of any cause beyond the Customer’s reasonable control or by reason of
the Company’s fault) then without prejudice to any other right or remedy available
to the Company, the Company may:
i) store the Goods until actual delivery and charge the Customer for the reasonable
costs
(including insurance) of storage; or
ii) sell the Goods at the best readily obtainable and (after deducting all reasonable
storage and selling expenses) account to the Customer for the excess over the

7) Claims
price under the Contract or charge the Customer for any shortfall below the price
under the Contract.
A. No claim for damage, pilferage, non, late or short delivery will be accepted by the
Company and the Company shall be under no liability in respect thereof unless:-
i) the Customer shall comply strictly with the procedure for making claims set
out in paragraph 7.C below; and
ii) the Customer shall give to the Company all necessary authority and assistance to
enable the Company to claim against the carrier when loss or damage occurs.
B.i) the Company’s responsibility shall cease on delivery of the Goods to the Customer
as provided for in paragraph 6 hereof
ii) the Company’s liability shall be limited to the full invoice price including
VAT of Goods lost or damaged and the Company shall have the right in full
discharge of such liability to supply replacement Goods of the same kind as those
Goods lost or damaged.
C.i) claims for Non-Delivery. Where there is no delivery of Goods invoiced to a
Customer, written notification must be sent by the Customer to both the carrier
and the Company within fourteen (14) days from the date of the invoice (quoting
the invoice reference and date)
ii) claims for Short Delivery, Pilferage or Damage. The Customer must upon
delivery examine and count all packages, cases etc, in the carrier’s presence and
(a) record on the delivery sheet particulars of any damage or apparent
pilferage or loss and if the number of packages cases etc. shown on the
delivery sheet differs from the number delivered, the Customer must
indicate this on the delivery sheet, and
(b) if apparently in perfect condition the Customer should give a clear
signature accompanied by the signer's name in block capitals (a
signature with
‘unexamined’ should not be given as this will be deemed for all
purposes as equivalent to a clear signature), and
(c) unpack and check the contents immediately as the Goods shall be
deemed accepted and the Company shall be under no liability in respect
thereof unless within fourteen (14) days of delivery advice in writing of
any shortage, pilferage, or damage (including those recorded on any
delivery sheet) is given by the Customer to the carrier and to the
Company (Sales Order Processing Department).
(d) where imperfect Goods are to be returned to the Company, the Company
will only accept the risk of the Goods in transit if the conditions set out in
paragraph 8 below are strictly observed.
D. Where a claim is accepted by the Company and the conditions set out in paragraph
7.C. above and paragraph 8 below have been strictly observed, then after invoicing
the Customer for the missing or damaged Goods, the Company will credit the
Customer with the amount of the loss not exceeding the value, including VAT of
goods missing or damaged.
E. Where the Company has credited the Customer, for whatever reason, the credit note
will be made available to the Customer to offset against any other Customer
invoices for a maximum period of two (2) years. After this time any credit notes not
offset will be cancelled by the Company and will no longer be available to the
Customer to offset against invoices.

8) Return of Goods to the Company
A.i) no Goods may be returned to the Company except with its prior consent in
writing and no goods shall be accepted by the Company for return unless
the procedures in paragraph 8.B. below are strictly complied with