Terms and Conditions

 

Definitions

 

Business Day

a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Commencement Date

the date the Contract commences, as set out in the Contract Details.

Conditions

these terms and conditions set out in clause 1 to clause 12 (inclusive).

Contract

the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with the Contract Details, these Conditions and the Order Form.

Delivery Date

the date specified for delivery of an Order in accordance with clause 3.

Delivery Location

the address for delivery of the Goods, as set out in the Contract Details.

Force Majeure Event

events, circumstances or causes beyond a party’s reasonable control.

Goods

the goods (or any part of them), as set out in the Contract Details.

Order

an order for the Goods submitted by the Customer in accordance with clause 3.

Interpretation

a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

a reference to writing or written includes fax and emails.

Commencement and term

This Contract shall commence on the Date set out at the top of the Contract Details and shall continue, unless terminated earlier in accordance with its terms, until the Goods have been delivered and paid for when it shall terminate automatically without notice.

Orders

Orders shall be given in writing using the Order Form of the Supplier. The Supplier may accept or decline Orders at its absolute discretion. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.

The Supplier shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

After confirming an Order, the Supplier shall as soon as is practicable inform the Customer of the Supplier’s estimated Delivery Date for the Order.

The Customer is responsible for ensuring that Orders submitted by the Customer are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Goods and their delivery that the Supplier reasonably requires in order to fulfil each Order.

In the event that the Customer cancels an Order prior to shipment no refund shall by payable by the Supplier to the Customer in respect of any payment made by the Customer under Clause 8.

The Goods

Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

Delivery

The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

The Supplier shall endeavour to deliver Goods to the Delivery Location by the relevant Delivery Date.

Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods that is caused by:
a Force Majeure Event; or
the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

The Customer shall inspect the Goods immediately upon Delivery and in the event that the Goods are found to be defective or damaged shall give notice in writing to the Supplier within five Business Days and provide photographic evidence of any alleged defect or damage. Subject to Clause 6, Goods shall be deemed to have been accepted by the Customer as having been delivered free of defect or damage after five Business Days of the Delivery Date

The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

Quality and fitness for purpose

The Supplier warrants with the Customer that, for a period of 12 months from the date of delivery (warranty period), the Goods shall:
conform in all material respects with their description;
be free from material defects in design, material and workmanship; and
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
be fit for any purpose held out by the Supplier.
Subject to clause 6.3, if:
the Customer gives notice in writing to the Supplier during the warranty period, promptly after discovery that some or all of the Goods do not comply with the warranties set out in clause 6.1 and provides photographic evidence of any alleged defect; and

the Supplier is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier at the Supplier’s cost,
the Supplier shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.
The Supplier shall not be liable for Goods’ failure to comply with the warranties set out in clause 6.1 if:
The Customer has sold or transferred ownership of the Goods to a third party;
Customer makes any further use of such Goods after giving notice of defects in accordance with clause 6.2;

the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the assembly, storage, use and maintenance of the Goods;
the Customer alters or repairs such Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
The Supplier’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause 6.1 is as set out in this clause 6.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.

Title and risk

Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.
Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.
Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately so that they remain readily identifiable as the Supplier’s property; and
not use the Goods; and
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 7.3, and to recover any Goods in which property has not passed to the Customer.
The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.

Price and payment

The Customer shall pay for Goods in accordance with this clause 8.
The Price includes the costs of packaging and insurance of the Goods.
The Price excludes the costs of shipping to the Customer which shall be invoiced to the Customer in addition to the Price.
The Supplier may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Customer. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Supplier’s VAT registration number, and any supporting documentation that the Customer may reasonably require.
The Customer shall pay one half of the amount due in the invoice in full in cleared funds within 20 Business Days of the invoice date and the remaining one half of the amount due in the invoice within 7 days of the Supplier notifying the Customer that the Goods are ready for shipping to the Customer at the Delivery Location. Goods will not be shipped until full payment has been received from the customer. Payment shall be made to the bank account nominated in writing by the Supplier.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 11:
the Customer shall pay interest on the overdue amount at the rate of 4% per annum above BANK OF ENGLAND base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
the Supplier may suspend all further deliveries of Goods until payment has been made in full.
The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding. The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

Limitation of liability

Nothing in this Contract shall limit or exclude the Supplier’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
Subject to clause 9.1:
the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Price.

Compliance with relevant laws

The Customer acknowledges that it is the Customer’s obligation to ensure that the Goods comply with all applicable laws, statutes, regulations and codes from time to time in force in the jurisdiction in which the Goods shall be used and the Supplier shall not be liable under this agreement if the Goods are used by the Customer in breach of the Customer’s obligations in this clause.

Termination

Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

General

 

Force majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for six months, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.

Assignment and other dealings

The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

Entire agreement

This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
waive that or any other right or remedy; nor
prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered sent by airmail, commercial courier, fax or email.

A notice or other communication shall be deemed to have been received: if sent by airmail on the fifth Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Third party rights

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

Governing law

This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England.

Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation .

This Contract has been entered into on the date stated at the beginning of it.