369 Alliance Terms & Conditions

1. “Act of insolvency” means being “insolvent” for the purposes of the definition in the Insolvency Act 1986 or any UK law relating to bankruptcy, or in relation to any person if in the reasonable opinion of the Seller there are sufficient facts to justify the conclusion that the person is insolvent.

2. “Buyer” means the purchaser of 369’s products and services, who pursuant to a Purchase Order (or otherwise) orders the supply of Products and/or services the subject of these Terms and that order is accepted by the Seller.

3. “VAT” means Value Added Tax, as imposed under the Value Added Tax Act 1994.

4. “Products” mean all goods supplied from The Seller to the Buyer.

5. “Purchase Order” means an order that satisfies the requirements from time to time set out by the Seller, based on the Price quoted by the Seller to the Buyer, and which is placed by the Buyer with the Seller whereby the Seller, if it accepts the Purchase Order, will agree to supply the Buyer with the Products and/or Services referred to in the Purchase Order or any other relevant documentation relating to the agreement whereby the Seller will supply the Products and Services to the Buyer plus additional charges as contemplated by these Terms.

6. "Services" means anything supplied or installed by the Seller as requested by the Buyer, including the installation of Products connected with such supply. 

7. “The Seller” means 369 Alliance Limited, registered in England and Wales with company number 15605771.

Where the Buyer orders the supply of Products and/or Services, pursuant to a Purchase order or otherwise, and the Seller accepts that order, the parties agree that the order will be subject to these Terms.

The terms of payment under these Terms is within 14 days from the date the Buyer receives an invoice from the Seller, unless otherwise agreed between the parties. Terms of trade for contracts in excess of £10,000 may vary from the above terms, to allow for progress payments. Errors and omissions in creating the Seller's invoice are excepted. Payment is to be in Pounds Sterling, unless otherwise indicated, payable without any deduction or set-off whatsoever.

  If monies owed to The Seller are not paid when due, they will bear interest as a liquidated damages amount, at the then current interest rate for judgment debts under the County Courts Act 1984, from the date on which it is due until it is paid, provided that the Buyer is not thereby relieved from the obligation to make payments to The Seller at the time and in the manner specified. The Seller reserves the right, among other remedies, either to terminate the agreement comprising these Terms or to suspend further provision of Products or Services if the Buyer fails to pay for any Purchase Order when due.

 (i) Risk in the Products will pass to the Buyer on delivery.

(ii) Title in the Products will pass to the Buyer on full payment of the corresponding invoice. Until such payment in full is received by The Seller, the Buyer takes custody of the Products as bailee and fiduciary agent of The Seller, and the Buyer agrees to store the Products separately from other Products in its possession so as to be readily identifiable as the property of The Seller and to keep them appropriately insured.

(iii) Until title has passed to the Buyer, the Buyer may not sell the Products without the written consent of The Seller. If the Products are sold, the Buyer will hold the right to recover the proceeds of sale on trust for The Seller and will keep all proceeds received in a separate identifiable account on trust for The Seller, paying such amounts to The Seller upon request.

(iv) The Buyer’s right to retain possession of the Products shall cease if the Buyer is in default of these Terms or the Terms of Payment, by more than 14 days, or within 3 days of non-compliance with a Letter of Demand from the Seller. This clause shall apply if the Buyer or a Guarantor, who guarantees the obligations of the Buyer to The Seller:

(a) commits an act of insolvency, or is in breach of these Terms; or

(b) if a Guarantor is in breach of its obligations under any guarantee provided to The Seller; or

(c) if incorrect information is given to The Seller by a Guarantor or the Buyer in relation to any Application for Commercial Credit made to The Seller.

(v) In the event of (iv) above, the Buyer authorises The Seller or its nominee to enter the premises where the Buyer locates the Products or where The Seller may reasonably believe those Products may be in order to retain possession of those Products and remove them from the premises without liability for trespass or any resulting damage, and to retake possession of the Products and any other Products supplied by The Seller to the Buyer then not fully paid for, and to keep or resell any such Products repossessed provided that any excess of the proceeds of sale (less expenses of repossession of sale) after all monies owed by the Buyer to The Seller have been fully paid to the Buyer.

(vi) The Buyer indemnifies The Seller against all claims, damages, costs and losses of any nature which The Seller suffers as a consequence of recovering or attempting to recover its Products.

(vii) Notwithstanding the above provisions The Seller will be entitled to maintain an action against the Buyer for all amounts owing to The Seller in respect of the supply of the Products and until legal ownership has passed to the Buyer.

 (i) To the extent permitted by law and except as otherwise provided in these Terms, the Buyer’s exclusive remedy will be for loss and damages and The Seller’s total liability for any and all losses and damages arising out of any and all causes whatsoever (whether such cause be based in contract, infringement of rights, negligence, strict liability, other tort or otherwise) will in no event exceed the purchase price of the Products or the Services in respect of which such cause arise, and in no event will The Seller be liable for incidental, consequential, exemplary or punitive damages resulting from any such cause (including, without limitation, loss of profit, loss of revenue or loss of opportunity).

(ii) The Seller will not be liable for, and the Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, use, further manufacture or resale of the Products.

(iii) The Seller disclaims all conditions and warranties, express or implied, concerning the Products or Services, including any warranty of merchantability or fitness for purpose except to the minimum extent required by law. Such implied conditions and/or warranties are deemed to be included in these Terms, provided that unless prohibited by law The Seller’s liability for breach of the condition or warranty will, if the legislation permits, be limited to:

(a) the supplying of the Products or Services again;

(b) the payment of the cost of having the Products supplied again;

(c) repairing the Products; or

(d) any other remedy prescribed by any relevant law.

(iv) To the extent permitted by law, a warranty claim will be considered if written notification of the claim is received by The Seller within seven days of the Buyer’s receipt of the Products or provision of the Services, or such longer period provided for under any applicable law and the Products are returned to The Seller in the same condition that they were delivered. Neither transportation charges for the return of Products, nor any other costs or charges incurred by the Buyer in that respect shall be payable by The Seller.

(v) The Buyer acknowledges that it has not relied on The Seller’s skill or judgement or on that of any person by whom negotiations are conducted. The Seller and the Buyer hereby acknowledge that all Products purchased by the Buyer are NOT for the purpose of resupply in trade or commerce.

Either party must not assign its rights or delegate its performance under these terms without the prior written consent of the other party and any attempted assignment or delegation without such consent will be void.

 An act of insolvency of the Buyer shall give The Seller the right to cancel and terminate an agreement arising from accepting a Purchase Order and refuse to accept any further Purchase Orders and cancel any Credit that may have been made available to the Buyer. Should the Buyer’s financial situation be or become unsatisfactory to The Seller, which decision-making process may be exercised by The Seller in its absolute discretion, advance cash payments or security satisfactory to The Seller may be required.