Terms
1. Interpretation In these Terms and Conditions ( Terms ), the following words and phrases shall have the following meanings: “the Buyer” means the person, firm or company who purchases Goods from the Company: “the Company” means [ Barnet Diva, Steadfast, Dyson Lane Ripponden,W.Yorkshire,HX6 4EN. Registered in England and Wales Company number 6059759]; “Contract” means the contract between the Company and the Buyer which shall be deemed to incorporate these Terms; “Goods” means any goods agreed in the Contract to be supplied by the Company to the Buyer; “Place of Delivery” means the place to which the Goods are to be delivered. In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. The Contract The Contract shall be on these Terms to the exclusion of all other terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer. No terms and conditions contained in the confirmation of order, purchase order or other document of the Buyer will form part of the Contract. These Terms apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by Denise Page of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. Delivery Any dates specified by the Company for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time. Subject to the other provisions of these Terms, the Company shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 60 days. The Buyer shall provide at the Place of Delivery and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4. Risk in and Ownership of the Goods Risk in the Goods shall pass to the Buyer on delivery. Ownership in the Goods shall not pass to the Buyer until the Company has received in full in cleared funds all sums due to the Company in respect of the Goods and all other sums which are or may become due to the Company from the Buyer on any account. Until ownership of the Goods has passed to the Buyer, the Buyer shall: hold the Goods on a fiduciary basis as the Company’s bailee; store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Company’s property; not destroy or deface any identifying mark on the Goods or their packaging; maintain the Goods in satisfactory condition insured with the Company’s interest noted on the policy and hold any proceeds of such insurance on trust for the Company and not mix them with any other money. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
5.Insolvency of"Buyer"
5.1This Clause applies if:
5.1.1 the "Buyer" makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
5.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the “Buyer”; or
5.1.3 the “Buyer” ceases, or threatens to cease, to carry on business; or 5.1.4 the “Seller” reasonably apprehends that any of the events mentioned above is about to occur in relation to the “Buyer” and notifies the “Buyer” accordingly.
5.2 If this Clause applies then, without prejudice, to any other right or remedy available to the “Seller”, the “Seller” shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the “Buyer”, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
6. Price The price for the Goods shall, unless otherwise agreed, be the price set out on in the Company’s price list and on the company's web site. The price for the Goods shall be displayed on the price list and web site inclusive of vat but exclusive of all costs of carriage, packaging, loading, unloading and insurance and any import tax which the Buyer shall pay in addition.
7. Payment Payment Subject to paragraph 6, payment of the price of the Goods shall be due before the goods are shipped. Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds. Time for payment shall be of the essence. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer. If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB, accruing on a daily basis until payment is made, whether before or after any judgment.
8. Warranties The Company warrants that the Goods are of satisfactory quality. If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 30 days of the discovery of the defect and give the Company a reasonable opportunity to inspect the Goods in question. The Company shall not be liable for any breach of warranty if the Buyer makes any further use of the Goods after giving such notice or alters or repairs the Goods without the agreement of the Company. The Company’s liability under the warranty shall be limited to repairing or replacing the Goods in question or refunding the price of such Goods in accordance with clause 9.
9. Returns All goods returned to the Company, whether incorrectly supplied, unwanted, damaged, or faulty, will only be accepted subject to the following terms and conditions:- Returned Goods will only be accepted if they are within warranty. To protect the Company against abuse of its returns policy, the Company reserves the right to charge a restocking fee of up to £20.00 (including VAT) at the Company's discretion for all Goods returned as faulty or damaged that are found to be in working order when tested by the Company. The Buyer agrees that the Company may charge to the Buyer's account all restocking fees in respect of returned or returnable Goods. The Buyer agrees to pay all such fees or charges and authorises the Company to take such payment by the Buyer's normal account payment method as applicable without further notification to the Buyer. No refund or replacement can be made against Goods which cannot be identified as coming from the Buyer who is returning them. Goods must be returned complete, including where appropriate all packaging,( remove cables, manuals, CDs etc, )and in an acceptable condition. The Company will aim to refund unwanted items within 7 days from the receipt of the returned Goods.
10.Limitation of Liability The Company’s liability in contract, tort or otherwise arising out of the subject matter of the Contract shall not exceed the original price of the Goods and the Company shall under no circumstances be liable to the Buyer for any consequential, indirect or economic loss or damages. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11. Force Majeure If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
12. General If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms which will otherwise remain in full force and effect. These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
