"Contract" means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions; "Goods" means any goods agreed in the Contract to be supplied to the Buyer by the Company.
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions. 2.2 No terms endorsed upon, contained in the Buyer's purchase order, or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions 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 a Director of the Company.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 Each order placed by the Buyer shall be deemed to be accepted by the Company unless the Company notifies the Buyer, in writing, within 7 days that it does not accept the order.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
3.1 All material and specifications issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4.1 Unless otherwise agreed in writing the Company will arrange carriage of the Goods to the Buyer's premises in the UK.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within 30 days of the Buyer placing an order for accessories and smaller items. All other products will be delivered within 4-6 weeks of order. However delivery times can vary.
4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Company's negligence).
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.4.1 risk in the Goods will pass to the Buyer;
4.4.2 the Goods will be deemed to have been delivered; and
4.4.3 the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses.
4.5 The Company will deliver to the ground floor entrance of the Buyer's premises and unless agreed otherwise shall not assemble the Goods.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 30 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 The Buyer's right to possession of the Goods shall terminate immediately if:
6.3.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors or enters into liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.3.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against his/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or 6.3.3 the Buyer encumbers or in any way charges any of the Goods.
6.4 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.5 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.
7.1 Generally the price for the Goods shall be the price set out in the Company's catalogue published. The Company reserves the right to alter prices and the prices charged will be those agreed between the Company and the Buyer on the date of delivery.
7.2 The price for the Goods shall be inclusive of any value added tax and exclusive of all costs in relation to carriage which amounts the Buyer will pay in addition. The Company may, at its discretion, agree to provide installation and assembly services which will be charged in addition.
8.1 Where the Buyer has an approved credit account, payment of the price for the Goods is due 14 days after the date of invoice.
8.2 Where the Buyer does not have an approved credit account the Company will take the Buyer's credit or debit card details at the time of ordering. If the Goods are in stock at the time of ordering or will be delivered within 14 days the Company shall forthwith deduct the price and all applicable charges from the Buyer's account. If the goods are not in stock at the time of ordering and will not be delivered within 14 days then the price shall be deducted 7 days prior to delivery.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 Interest on late payments will be charged at 5% above the base rate of Barclays Bank.
9.1 The Company accepts liability as set out in this Clause 9 but not otherwise.
9.2 The Company warrants that the Goods shall be of satisfactory quality and fit for purpose. The Company does not exclude or restrict its liability for breach of this warranty.
9.3 The Company accepts liability for directly and reasonably incurred losses (other than those which the Buyer could have reasonably avoided) caused by the Company's failure to perform its services. However the Company's liability is limited as set out in Clause 9.5 below.
9.4 The Company does not exclude or restrict its liability:
9.4.1 for death or personal injury caused by its negligence; or
9.4.2 for any liabilities which cannot by law be excluded.
9.5 Other than as provided in Clauses 9.2 and 9.4 the Company does not accept any liability for business losses such as loss of revenue, business, contracts, anticipated savings or profits, whether or not such losses are direct or indirect and whether or not the Company has been advised by the Buyer of the possibility of such potential risk.
9.6 If the Buyer is a consumer, the Buyer's statutory rights are not affected by these Terms and Conditions.
The Company shall not be liable to the Buyer if the performance of any of its obligations is delayed or prevented by any matter outside the Company's reasonable control. Such matters include, but are not limited to, fire, flood, lightning, extreme weather conditions, industrial disputes of any kind, actions of local or national government, war, acts of terrorism or vandalism, power outages.
(This clause only applies to Buyers who are consumers)
11.1 The Buyer may cancel an order by sending a written request to the Company within 7 working days of placing the order.
11.2 If the Buyer cancels an order the Buyer must return the Goods during business hours carriage paid in perfect condition in their original packaging to the Company. If the Buyer fails to return the Goods within a reasonable period the Company will charge for the cost of returning the Goods. If the Buyer fails to return the Goods within a reasonable period, the Company will charge for the cost of collecting the Goods.
11.3 If the Buyer cancels in accordance with this clause, the Company will refund all sums paid except those under Clause 11.2.
(This clause only applies to Buyers who are not consumers)
12.1 If the Company has extended credit to the Buyer, the Buyer may elect to have the option of returning the Goods within 14 days of receipt of the Goods PROVIDED THAT the Buyer notifies the Company at the time of placing its order that it wanted this option.
12.2 If the Buyer wishes to return the Goods under Clause 12.1 it must notify the Company immediately by fax or e-mail and return them to the Company within 14 days of receipt.
12.3 In all cases (under Clauses 12.1 and 12.2) where goods are to be returned, the Buyer must first telephone the Company to obtain a Returns Note and Number. Goods must be returned during business hours carriage paid in perfect condition in their original packaging with the Delivery Note and Returns Note enclosed.
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found to be unenforceable it shall to the extent of such unenforceability be deemed severable and the remaining provisions of the Contract shall continue in full force and effect.
13.3 Any waiver by the Company of any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default.
13.4 This Contract shall be governed by English law subject to the exclusive jurisdiction of the English courts.