GENERAL CONDITIONS OF SALE DEFINITIONS
1.1 In these conditions
Buyer - means the person or company from whom the order is received.
Conditions - means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
Goods - means the articles which the buyer agrees to buy from the seller.
Order - means the order placed for goods excluding carriage, packing, insurance and vat.
Seller - means slatwall-accessories.co.uk.
1.2 Any references in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2.1 These conditions shall apply to all contracts for the Sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to Apply under any purchase order, confirmation of order or similar document.
2.2 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorized Representative of the Seller.
THE PRICE AND PAYMENT
3.1 The price of the goods shall be the Seller’s quoted price, which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation within the 30 days or where no such quotation shall have been given the price of the goods shall be price stipulated in the Seller’s price list current at the date of delivery of the goods.
3.2 Payment of the price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence. The price is exclusive of VAT, which shall be due at the rate ruling on the date of VAT invoice.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day until the date of payment at a rate of 4% above Alliance and Leicester Commercial bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of goods to reflect any increase in cost to the Seller which is due to any far beyond the control of the Seller and any change in delivery date, quantities or specification for the good requested by the Buyer.
WARRANTIES AND LIABILITES
4.1 The goods shall at the time of delivery be in accordance with the description given by the Seller. Except where express warranties are set out in these conditions all warranties condition or terms of every kind whether implied by statute or common law or otherwise are hereby excluded to the fullest extent permitted by law provided that nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller.
4.2 The Seller shall not be liable for consequential loss or damage whatsoever whether caused by negligence or otherwise arising out of or in connection with the provision of any goods pursuant to this contract and the total liability of sale Seller for any loss of the Buyer in connection with this contract shall not under any circumstances exceed the price.
4.3 Without prejudice to the other provisions of this clause 4,The Seller may at it’s sole discretion replace any goods found to be defective under clause 4.1 provided that any such replacement goods shall be accepted by the Buyer in full and final settlement of any claims it may have against the Seller relating to such defective goods.
4.4 Every endeavor will be made to deliver the quantities as ordered, but where the goods are being manufactured or produced to specific requirements exact quantities cannot be guaranteed. The Seller reserves the right to deliver within 10% of the order either under or over in respect of such items in accordance with the usual trade custom. The Seller shall invoice the quantity ordered and may (at the Sellers discretion) issue a further invoice or a credit note (as the case may be) for any such excess or shortfall up to but not exceeding 10% of the quantity ordered.
5.1 Delivery of the goods shall be made to the Buyer’s address on delivery date and the Buyer shall make all arrangements necessary to take delivery of the goods wherever they are tendered for delivery.
5.2 If for any reason the Buyer is unable to accept delivery of the goods at the time stated for delivery or where no date for delivery has been agreed when the Buyer has been notified that the goods are due and ready for delivery the Seller shall at it’s discretion and without prejudice to it’s rights hereunder if it’s storage facilities permit, store the goods until their actual delivery and the Buyer shall pay to the Seller on the actual delivery of the said goods in addition to any sum due under clause 3 hereof such sum as represents the cost (including insurance) and the cost of any abortive deliveries of it’s so doing.
5.3 No delay in delivery shall entitle the Buyer to repudiate or cancel the contract or any deliveries thereunder.
5.4 The Seller may deliver the goods by separate installments and each separate installment shall be invoiced and paid for in accordance with the provision of these conditions. The failure of the Buyer to pay for any one or more of the said installments on the due date shall entitle the Seller (at it’s sole option) without notice to suspend further deliveries of the goods pending payment and /or to treat this contract as repudiated by the Buyer.
6.1 The Buyer shall be deemed to have accepted the goods after 24 hours after delivery to the Buyer. After acceptance the Buyer shall not be entitled to reject goods not in accordance with this contract.
6.2 If the Buyer rejects the goods under clauses 6.1 hereof the Seller may elect to supply other goods complying with the order of Seller within 14 days of the date of notice of rejection and if those goods are not properly rejected by the Buyer the Seller shall be deemed to have complied with it’s obligations under this contract and no claim by the Buyer’s rejection of the original goods shall be against the Seller.
RETENTION OF TITLE
7.1 The good’s shall be at the Buyer’s risk as from delivery.
7.2 In spite of the delivery having been made legal and beneficial title in the goods shall not pass from the Seller until payments in full have been received.
7.2.1 For goods
7.2.2 For any other goods supplied to the Buyer by the Seller and
7.2.3 Of any other monies due from the Buyer to the Seller on any account whatever.
7.3 Until legal and beneficial title in goods passed to the Buyer in accordance with clauses
7.3.1 hold the goods and each of them on a fiduciary basis as bailee for the Seller and
7.3.2 Store the goods (at no cost to the Seller) separately from all other goods in it’s possession and readily identifiable at the Seller’s property.
7.4 At any time prior to legal and beneficial title in the goods passing to the Buyer the Seller may (without prejudice to any other of it’s right
7.4.1 Require delivery up to it not all or any part of the goods.
7.4.2 Retake possession of all or any part of the goods and enter any premises for that purpose (or authorize other to do so) which the Buyer hereby authorizes.
8.1.1 This clause applies if:
8.1.1 The Buyer makes any voluntary arrangement with it’s creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or
8.1.2 An encumbrance takes possession of or a receiver is appointed to any of the property or assets of the Buyer
Or 8.1.3 The Buyer ceases, or threatens to cease, to carry on business, or
8.1.4 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 or
8.1.5 If the Buyer is in breach of the conditions.
8.2 If this clause applies then, without prejudice to any other or remedy available to the Seller, the Seller shall be entitled to determine this contract or suspend any deliveries under the contract without any liability to the Seller, and if any 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.
9.1 All headings are for ease of reference only and shall not affect the construction of this contract.
9.2 Any provision of this contract which is or may be void are unenforceable shall to the extent of such invalidity or unenforceability be deemed severeable separate and distinct and shall not affect any other provision of contract.
9.3 No waiver of forbearance by the seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future
9.4 The seller may license or sub-contract all or any part of its rights and obligations under this contract without the buyers consent.
9.5 The seller shall not be liable for any defect due to Act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or any other event beyond the reasonable control of the seller. 9.6 This contract shall be governed by English law and all disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales