Contract: Formation and Terms
1. These conditions of sale apply to the exclusion of your terms and conditions of purchase. You acknowledge and agree that we shall not be bound by any provision emanating from standard terms or conditions routinely proffered or employed by you in the course of your business or profession that you invoke, proffer or purport to bring into effect as governing or incorporated into our agreement.
2. An order for goods shall be deemed to be an offer by you to purchase goods upon these terms and conditions. We may accept your offer expressly (either in writing or orally) or by dispatching the goods or any instalment of the goods to you, and these terms and conditions shall be incorporated into the contract.
3. We may decline your order for any reason including but not limited to changes in the price or product ordered or because any of the goods you have ordered are not available.
4. No purported variation of any of the provisions of these terms shall apply to or affect our agreement or any obligation arising under or in connection with our agreement nor become binding on us unless and until we have agreed to it in writing.
5. You acknowledge and agree that any description which is given or applied to any goods is solely for purposes of reference and does not constitute or afford the basis for any express or implied undertaking that the goods will correspond with or conform to such reference; and shall not make our agreement a sale by description. We will not be responsible for minor variations in specification, colour or other design features and no such minor variation shall entitle you to rescind our agreement; reject the goods or be the subject of any claim against us.
6. You shall pay the price for the goods as stated on our invoice and payment shall be made within 30 days of invoice (or such other period we may have agreed with you in writing).
7. All amounts quoted are exclusive of VAT and any other applicable taxes or levies which shall be charged in addition at the rate in force at the date any payment is required from you.
8. You must make all payments in full without set-off, deduction counterclaim or withholding.
9. If you fail to pay any amount on time then we shall at our exclusive discretion be entitled to:
(i) Charge daily interest on the overdue amount running from the date on which that amount should have been paid until the date of payment at the rate of 8% per annum over the Bank of England base rate from time to time; and/or
(ii) Require you to make a payment in advance of any delivery not yet made, and/or
(iii) Refuse to make any delivery.
10. We shall deliver goods to the delivery address selected or provided by you and the cost of delivery shall be in addition to the price of the goods (unless we have agreed otherwise with you in writing).
11. Both the delivery date and any other date given to you is merely an estimate and shall not in any event or circumstance become of the essence of our agreement.
12. We may make delivery of goods by instalments.
Risk and Title
13. Risk in the goods shall pass to you on delivery, but property in the goods shall not pass to you until we have received payment in full for the goods and any other sums owed to us in relation to the delivery of such goods.
14. Until ownership of the goods has passed to you:
(i) You are responsible for taking all necessary steps to prevent damage, loss or harm to the goods and you shall insure the goods at your expense and for our benefit; and
(ii) You will hold the goods as bailee and will resell them on our behalf as our agent if we instruct you to do so.
(iii) If you become insolvent before we have received full payment for the goods and any other sums owed to us in relation to the delivery of such goods we may take the goods back at your expense. If you become insolvent you authorise us or our agents or representatives to enter your premises in order to take back the goods or to inspect the goods delivered by us to you.
15. You agree that we may still sue for the price notwithstanding title has not passed.
16. We warrant that the goods are of a satisfactory quality and reasonably fit for their normal purpose but do not give any other warranties in respect of the goods, their condition or delivery, and any warranties implied by statute are excluded to the fullest extent permissible under law.
17. We may, at our exclusive and unqualified discretion make good either by repair or by the provision of a replacement, any defect which, following proper use of the goods, appears in the goods within a period of 48 hours after the goods have been delivered, provided that:
(i) you notify us in writing of the claimed defect(s) within 7 days of receipt, together with details of the invoice under which the same were delivered; and
(ii) you return the same to us via our own couriers with all original packaging, accessories and documentation; and
(iii) we are satisfied that the sole cause of the defect(s) is:
a. faulty design (other than a design made, furnished or specified by you for which we have disclaimed responsibility in writing), or
b. faulty materials, or
c. faulty workmanship.
18. Repaired or replacement goods shall be delivered to you at the original place of delivery and be subject in all other respects to the terms set out herein.
19. As an alternative to the discretion expressed in clause 17 we may at our exclusive and unqualified discretion refund the price of the goods and thereafter recover possession of the same from you.
Limitation of Liability
20. We do not limit or exclude our liability to you for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
21. Subject to clause 20 we shall have no liability to you for:
(i) loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production or goodwill;
(ii) any costs, expenses, liabilities suffered, incurred or entered into in reliance upon any agreement with us;
(iii) any special, indirect or consequential losses; your liability to any third party, or
(iv) loss or damage suffered by any third party.
22. With the exception of liability covered by clause 20 above, our total liability for all events giving rise to liability to you in aggregate shall be limited to an amount equal to the price, delivery charges and other amounts payable by you under the contract.
23. We may on occasion, at our sole and absolute discretion, decide not to exercise or wait before exercising our rights. If we do so, we shall still be entitled to insist on the strict terms of the contract later on.
24. You may not assign, transfer, charge, or declare a trust over the benefit of the contract or any rights under it to anyone else without our prior written consent.
25. We shall be entitled to assign the benefit of the contract and any debts under the contract.
26. If any provision within these terms and conditions is prohibited by law, or is determined or conceded to be unlawful, void or unenforceable, the provision:
(i) shall, to the extent required and as far as possible, be severed from the contract and rendered ineffective without modifying the remaining provisions; and
(ii) shall not in any way affect any other particular provisions of the contract or the validity or enforcement of the contract generally.
27. The validity, construction and performance of the contract and of all other rights and liabilities arising in connection with the same shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts, to which the parties submit.
28. For the purposes of the Contracts (Rights of Third Parties) Act 1999 the contract does not confer on any person who is not a party to the same any right to enforce any of its provisions.