1 Interpretation
2 Application of Terms
2.1 The Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 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.
2.3 No order placed by the Buyer shall be deemed to be accepted by the Company until the Company either acknowledges the Buyer’s order or delivers the Goods, whichever is the earlier; and where a pro-forma invoice is issued, the Company receives cleared funds.
2.4 The conditions printed on the Company’s price lists from time to time, will be incorporated in the contract in addition to the conditions herein.
3 Description
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in its catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them but may differ upon reproduction via other paper or electronic media. They shall not form part of the Contract and this is not a sale by sample.
4 Delivery
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business.
4.2 The Company’s standard delivery is Monday to Friday between the hours of 08:00 and 18:00 the Company shall use reasonable endeavours to ensure that Goods ordered by 11.00am are 12 delivered by 18:00 on the second Working Day thereafter. Goods which are ordered and are required to be palletized (which shall include larger orders) shall be delivered between 1 and 3 Working Days after dispatch.
4.3 The Buyer shall ensure that it is available to accept delivery of the Goods between the Company’s standard delivery hours as set out in paragraph 4.2. The Buyer should notify the Company in writing if it is not going to be available to accept delivery of the goods.
4.4 If for any reason the Buyer fails or refuses to accept delivery of any of the Goods, including not being available to accept delivery of the Goods, then the Company shall:
(i) attempt to redeliver the Goods on the next Working Day; or after re-delivery attempts
(ii) store the Goods until delivery can be made at the Buyer’s own risk and expense;
(iii) Where delivery has been attempted and refused the Buyer shall pay all costs associated with the redelivery of the Goods.
4.5 The Company shall not be liable for any loss caused by any delay in the delivery of the Goods nor shall any delay entitle the Buyer to terminate or rescind the Contract.
4.6 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.
4.7 The Company may deliver the Goods by separate instalments. Each instalment shall be a separate Contract and invoiced and paid for in accordance with the provisions of the Contract.
4.8 Pallet Delivery – The Buyer shall visibly inspect the palletized consignment at the time of delivery and if it notices any damage to the packaging or the pallet then it shall note this on the driver’s delivery note, or refuse to accept the delivery. Where damage to the packaging has been noted on the driver’s delivery note, the Buyer will also inform the Company in writing within 2 Working days of delivery of the Goods.
4.8.1 Parcel Delivery – The Buyer shall visibly inspect the Goods and if it notices any damage to the packaging then it shall note this with the delivery driver, and the Buyer shall, at its discretion accept or refuse the delivery. Where damage to the packaging has been noted, the Buyer will also inform the Company in writing within 2 Working Days of delivery of the Goods.
4.9 The Buyer shall perform a visual inspection of the Goods following delivery and shall notify the company within 7 Working Days of the Goods being delivered of any damage or defect to the goods.
4.10 If the Buyer will be responsible for installing the Goods, the Buyer shall test the Goods prior to
installation and shall notify the Company within 2 Working Days if any mechanical or electrical faults to the Goods are detected during such testing. If the Buyer is not responsible for installing the Goods, the Buyer shall take all reasonable steps to ensure that the person who will be responsible for installing the Goods is informed that the Goods must be tested prior to installation and that such person must notify the Company within 2 Working Days if any mechanical or electrical faults to the Goods are detected during such testing.
4.11 The Buyer shall take all reasonable steps to ensure that the end user customer of the Goods is informed that the Goods should be properly maintained, as per the written maintenance instructions that are included with the Goods, including, but not limited to, periodic cleaning of the Goods (the frequency of which depends where the Goods are installed), use of approved cleaning products and the periodic tightening of shades and shade rings.
5 Returns
5.1 The Company does not offer Goods on a sale or return basis. Where Goods have been supplied to a Buyer which have been altered, are bespoke or are manufactured to that Buyer’s requirements Goods will not be authorised for return save for where they are defective and such defect is notified to the Company in accordance with paragraphs 4.8 to 4.10 inclusive above.
5.2 The Buyer must notify the Company within 5 Working Days of the Buyer accepting delivery of the Goods if the Buyer has incorrectly ordered the Goods. The Buyer shall not be entitled to return any goods which have been incorrectly ordered. If the Company agrees to the Buyer returning any Goods which have been incorrectly ordered, the Buyer will receive written notice of the same
from the Company and it will be subject to a handling fee. The Buyer is not authorised to return Goods until it is in receipt of such written notice from the Company. Following inspection by the Company of any returned Goods and subject to the Company’s absolute discretion, a credit will be issued provided that the Goods have been returned to the Company in their original packaging, not damaged and in full working order. If the Goods or packaging are damaged when returned
the Company reserves the right to increase the handling fee or to cancel the offer of credit.
5.3 If the Buyer returns Goods to the Company without first obtaining the Company’s consent to return the Goods then it shall be the Buyer’s responsibility to arrange for collection of the Goods. The Company will notify the Buyer that the Goods have been repackaged for collection and provide a date that the Goods must be collected by. If the Goods are not collected by the given date they will be disposed of and the Company shall not be liable for any loss as a result of such disposal.
6 Non-delivery
The Company shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the invoice date. Any liability of the Company for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate.
7 Risk/title
7.1 The Goods are at the risk of the Buyer from the time of delivery or if the Buyer refuses or fails to accept delivery in accordance with paragraph 4.4 then risk passes to the Buyer when delivery is first attempted.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received all sums due to it in respect of the Goods; and all other sums which are or which become due to it from the Buyer. Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goodson a fiduciary basis and store the Goods separately from all other goods and ensure that the Goods remain clearly identifiable as the Company’s property.
7.3 The Buyer may resell the Goods before ownership has passed to it under the condition that any sale shall be affected in the ordinary course of the Buyer’s business at full market value with the written consent of the Company and the Buyer shall deal as principal only.
7.4 The Buyer’s right to possession of the Goods shall terminate immediately and the Goods shall be returned to the Company if the Buyer becomes subject to an administration order or winding-up petition, becomes bankrupt or has a receiver appointed.
7.5 The Buyer grants the Company, its agents and employees an irrevocable license 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. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
8 Price
Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery. The Company reserves the right to amend the price of its goods without notice
