TERMS & CONDITIONS OF SALE
FURNITURE COMPONENTS UK LIMITED
STRATHMORE HOUSE
NEW BOWNESS MILL
SHAWCLOUGH ROAD
LANCASHIRE
BB4 9JZ
1. Definitions
In these terms and conditions, the following words shall have
the following meanings:- “the Company” shall mean Furniture
Components UK Limited. of Waterfoot, Lancashire. “the Goods”
shall mean the products or articles which are distributed by the
Company. “the Buyer” shall mean the purchaser of the Goods from
the Company.
2. The Contract
2.1 All orders are accepted under these Terms and Conditions
alone.
2.2 These Terms and Conditions exclude any other Terms and
Conditions inconsistent therewith which a buyer might seek to
impose even though such other terms and conditions may be
submitted in a later document and/or purport to exclude or
supersede any Terms or Conditions inconsistent with them or may
be contained in any offer acceptance or counter-offer made by
the Buyer.
2.3 No variations of these Terms and Conditions is permitted
unless expressly accepted by a Director of the Company in
writing.
3. Cancellation
3.1 All orders must be sent to the Company in writing, by post,
email or fax and cancellation request should be sent the same
manner as the original form.
3.2 No cancellation by the Buyer is permitted except where
expressly agreed by the Company in writing and we ask for reason
for cancellation.
3.3 The Buyer will in the event of agreed cancellation by the
Buyer indemnify the Company fully against all expenses incurred
up to the time of such cancellation.
3.4 If the buyer refuses to pay for or take delivery of the
goods to be supplied in accordance with the companies agreed
invoice then the company shall be entitled to treat this
agreement being brought to an end by the buyer and in that event
:
a) the buyers deposit shall be forfeit to the company.
b) the buyer may be liable to the company for any loss of profit
or other reasonable foreseeable losses that the company may have
suffered.
3.5 The Company reserves the right to charge a 20% handling
charge for items not taken or returned in their original non
damaged/defective condition, complete with its packaging. Items
not in its original condition and therefore not ‘re-saleable’,
will not be accepted for return/refund.
4. Price
4.1 All prices charged are those ruling at the date of
acceptance of the order from the Buyer unless otherwise stated.
4.2 Unless otherwise stated the prices charged are nett ex works
exclusive of Value Added Tax.
5. Terms of Payment
5.1 Unless otherwise agreed, payment to the company will be
deferred until such times as the company confirms that the
buyers order is available for despatch, unless, the buyers order
is for specified manufactured product(s), in which case full
payment will be taken by the company on the date of the buyers
confirmed order.
5.2 Payment to the Company by credit card shall incur a
surcharge of 2.5% on the full invoice value.
5.3 The Company reserves the right at any time at its discretion
to demand security for payment before continuing with or
delivering any Order.
5.4 Method of final payment on delivery to be agreed before
goods dispatched.
5.5 The Company will charge 2.5% of the order value per 7 day
week from delivery into the Company’s warehouse of any order
delayed delivery if not the fault of the Company but the buyer
beyond the original agreed delivery date
5.6 If the Buyer (being a company) has a petition presented for
its winding-up or for an administration order under the
Insolvency Act 1986 or passes a resolution for voluntary
winding-up otherwise than for the purposes of a bona fide
amalgamation or reconstruction or compounds with its creditors
or has a receiver appointed of all or any part of its assets or
(being an individual) becomes bankrupt of insolvent or enters
into any arrangement with its creditors of commits a material or
serious breach of this Agreement (and in the case of such a
breach being remediable fails to remedy it within 7 days of
receiving notice to do so), he will be deemed to have repudiated
the Contract.
5.7 Where goods are ordered for postage seller's invoice is the
order confirmation and payment is to be made to the Company
prior to despatch of the goods.
5.8 The Buyer shall have no right of set off, statutory or
otherwise.
5.9 If buyers delivery balance payment does not clear then
seller may charge in addition to the amount shown on the invoice
the cost of time spent pursuing payment and any travelling
expenses incurred and the amount of all legal costs incurred by
the Company in connection with recovery of the whole or any part
of the monies due to seller (on a full indemnity basis) whether
or not proceedings are commenced or costs can be awarded by the
court.
6. Delivery
6.1 All items quoted for delivery shall be delivered to the
Buyers address or, if different, as specified on the Buyer’s
order.
6.2 The Company shall be responsible for the delivery of Goods
to the delivery address,
6.3 The indicated delivery date specified in the contract is a
genuine forecast in the light of current conditions but is given
without legal commitment and accordingly so far as concerns
delivery time shall not be of the essence.
6.4 Time of delivery is not of the essence but the company will
make reasonable effort to arrive within the three hour delivery
window.
6.5 The Company shall not be liable for any loss whatsoever or
howsoever arising caused by its non-delivery.
6.6 The Company reserves the right to make delivery by
instalments and to tender a separate invoice in respect of each
instalment.
6.7 When delivery is to be by instalment or the Company
exercises its right to delivery by instalments under clause 6.5
hereof or if there be any delay in the delivery of any one or
more instalments for whatever reason this will not entitle the
Buyer to treat the contract as repudiated or to damages.
6.8 Deviations in quantity of the Goods delivered (representing
not more than 10 per cent by value) from that stated in the
Buyer’s order shall not give the Buyer any right to reject the
Goods or to claim damages and the Buyer shall be obliged to
accept and pay at the contract rate for the quantity of the
Goods delivered.
6.9 The Company will not be responsible for damage or injury
caused by any object delivered by the company or it's employees
under direction of the buyer as to it's final resting/storage
location.
6.10 All orders are subject to availability of stock from the
Manufacturer of the specific goods ordered
6.11 Where additional delivery storage or other costs are
incurred to meet Buyer's requirements such additional costs will
be charged to Buyer including, for clarification, a situation
where the goods can only be delivered to the buyer in multiple
deliveries due to limited storage space.
7. Risk and the Passing of Property
7.1 Risk in the Goods shall pass to the Buyer when the Goods are
delivered to, or collected by, the Buyer or his agent.
7.2 Notwithstanding risk in the goods passing in accordance with
clause 7.1 hereof, title in the goods shall not pass to the
Buyer until payment has been cleared by the Companies bank and
paid to the Company for the Goods and no other amounts are then
outstanding from the Buyer to the Company in respect of other
Goods supplied by the Company. 7.3 The Buyer is licensed by the
Company to use or agree to sell the Goods delivered to the Buyer
subject to the provisions of clauses 7.4 and 7.5 7.4 Until title
to the Goods passes:- 7.4.1 the Buyer will hold the Goods as
fiduciary agent and bailee for the Company; 7.4.2 the Goods
shall be kept separate and distinct from all other property of
the Buyer and of third parties and in good and substantial
repair and condition and be stored in such a way as to be
clearly identifiable as belonging to the Company; 7.4.3 the
Company may at any time revoke the power of sale and use of the
Goods by notice to the Buyer if the Buyer is in default for
longer than 14 days in the payment of any sum whatsoever due to
the Company (whether in respect of the Goods or any other goods
supplied at any time by it to the Buyer)(or if the Company has
bona fide doubts as to the solvency of the Buyer); 7.4.4 the
Buyer’s power of sale and use shall automatically cease if the
Buyer has a petition presented for its winding-up or for an
administration order under the Insolvency Act 1986 or passes a
resolution for voluntary winding-up otherwise than for the
purposes of a bona fide amalgamation or reconstruction or
compounds with its creditors or has a receiver appointed of all
or any part of its assets or becomes bankrupt or insolvent or
enters into any arrangements with creditors or takes or suffers
any similar action in consequence of debts or carries out or
undergoes any analogous act or proceedings under foreign law;
7.4.5 upon determination of the Buyer’s power of sale and use
the Buyer shall place any of the Goods, in its possession or
under its control, at the disposal of the Company and the
Company shall be entitled to enter the premises of the Buyer for
the purpose of removing the Goods. 7.5 The Company shall at any
time be entitled to appropriate any payment made by the Buyer in
respect of any Goods in settlement of such invoices or accounts
in respect of such goods as the Company may in its absolute
discretion think fit notwithstanding any purported appropriation
to the contrary by the Buyer.
8. Lien and Stoppage
Until such time as the title in the Goods has passed to the
Buyer the Company has the right to withhold delivery if the
Buyer (being a Company) has a petition presented for its
winding-up or for an administration order under the Insolvency
Act 1986 or passes a resolution for voluntary winding-up
otherwise than for the purposes of a bona fide amalgamation or
reconstruction or compounds with its creditors or has a receiver
appointed of all or part of its assets or (being an individual)
becomes bankrupt or insolvent or enters into any arrangements
with creditors or takes or suffers any similar action in
consequence of debts or carries out or undergoes any analogous
act or proceedings under foreign law.
9. Inspection/Shortage
9.1 The Buyer is under a duty whenever possible to inspect the
Goods on delivery or on collection as the case may be. The
Company must be notified of damaged/defective or shortages
within one working day and notified in writing in compliance
with 9.3
9.2 Where the Goods are sent by courier and cannot be examined
the carriers note or such other note as appropriate shall be
marked “not examined”.
9.3 The Company shall be under no liability for any damage or
shortages that would be apparent on careful inspection if the
terms of this clause are not complied with and, in any event
will be under no liability if a written complaint is not
delivered to the Company within 5 days of delivery detailing the
alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of
the Company shall be under no liability in respect thereof
unless an opportunity to inspect the Goods is supplied to the
Company before any use is made thereof or any alteration or
modification is made thereto by the Buyer.
9.5 Subject to Clause 9.3 and 9.4, the Company shall make good
any shortage in the Goods and where appropriate replace any
goods damaged in transit as soon as it is reasonable to do so,
but otherwise shall be under no liability whatsoever arising
from such shortage or damage.
10. Warranty
10.1 The Company warrants that it has title to and the
unencumbered right to sell the Goods.
10.2 It is the Buyer’s responsibility to ensure that the Goods
are suitable for the purpose to which they are intended to be
used.
10.3 No representation or warranty is given as to the
suitability or fitness of the Goods for any particular purpose
and the Buyer shall satisfy itself in this respect and shall be
totally responsible therefore.
10.4 If the Buyer has any specific requirements for the use of
the Goods the Buyer must notify these requirements to the
Company in writing before purchasing the Goods.
10.5 If the Buyer is unsure as to the suitability of any Goods
for a particular purpose it should consult the Company prior to
purchase.
10.6 If the Goods are in such a state as would but for this
condition entitle the Buyer to repudiate the contract and/or
claim damages from the Company the Company reserves the right to
repair or replace the Goods.
11. LIABILITY
11.1 Introduction
11.1.1 Nothing in clause 11 shall be deemed to exclude or
restrict the Company’s liability for death or personal injury
resulting from the Company’s negligence.
11.1.2 Each of the sub-clauses in Clause 11 is to be treated as
separate and independent.
11.2 Exclusion
11.2.1 Clause 11.2 only covers defects caused by faulty design,
manufacture, materials or workmanship. It does not cover defects
caused by abnormal use, misuse or neglect. It does not cover
faulty design, manufacture materials or workmanship supplied or
undertaken by the Buyer or third parties. In respect of goods
not designed or manufactured by the Company, the Company only
gives such guarantee or warranty to the Buyer as the Company
itself receives
11.2.2 The Company agrees that if any defect covered by Clause
11.2 is discovered during the period of twelve months commencing
with the date of despatch, the Company will either repair the
goods at its own expense or, if it chooses to do so, replace
them.
11.2.3 The Company does not bear responsibility for any defect
arising or introduced by a Buyer in the course of storage or
handling of the products where that Buyer acts as agent or
distributor of the Company’s products. The Buyer should consult
the Company if doubt exists with regard to the appropriate
storage or handling requirements.
11.2.4 The Buyer cannot claim the benefit of this clause unless:
(1) he informs the Company of the relevant defect in writing
within 7 working days of discovering it; and (2) he returns the
Goods to the Company at his own expense in the same fit state as
the goods where delivered or collected by the buyer or agent.
11.2.5 The risk of accidental loss whilst the Goods are being
returned will be borne by the Buyer.
11.2.6 In consideration for receiving the benefit of this
clause, the Buyer agrees that, apart from those terms set out in
Clauses 9 and 10, no other terms, conditions, warranties or in
nominate terms, express or implied, statutory or otherwise,
shall form part of this contract.
11.3 Exclusion of Consequential Loss
The Company shall not be liable for any consequential or
indirect loss suffered by the Buyer whether this loss arises
from breach of duty in contract or tort or in any other way
(including loss arising from the Company’s negligence). Non
exhaustive illustrations of consequential or indirect loss would
be: — loss of profits — loss of contracts — damage to property
of the Buyer or anyone else, and personal injury to the Buyer or
anyone else (except so far as such injury is attributable to the
Company’s negligence).
12. Special Packaging or Materials for Export
Where special materials or branded packaging are required to
satisfy the Buyer’s order specification, it will be a condition
that any surplus quantity of these items produced by the Company
will, on completion of the Buyer’s order, be invoiced to, and
payable by, the Buyer.
13. Force Majeure
13.1 The Company shall not be liable for any failure to deliver
the Goods arising from circumstances outside the Company’s
control.
13.2 Non-exhaustive illustrations of such circumstances would be
act of God, war, riot, explosion, abnormal weather conditions,
fire ,flood, strikes, lockouts, Government action or regulations
(UK or otherwise), delay by suppliers, accidents and shortage of
materials, labour or manufacturing facilities or heavy traffic.
13.3 Should the Company be prevented from delivering in the
above circumstances, it shall give the notice of this fact as
soon as reasonably practicable.
13.4 If the circumstances preventing delivery are still
continuing three months after the Buyer receives the Company’s
notice, then either party may give written notice to the other
cancelling the contract.
13.5 If the contract is cancelled in this way, the Company will
refund any payment which the Buyer has already made on account
of the price (subject to deduction of any amount the Company is
entitled from the Buyer) but the Company will not be liable to
compensate the Buyer for any further loss or damage caused by
failure to deliver.
14. Sales Promotion Documentation
14.1 Whilst the Company takes every precaution in the
preparation of its catalogues, technical circulars, price lists
and its literature, these documents are for the Buyer’s general
guidance only and the particulars contained therein shall not
constitute representations by the Company and the Company shall
not be bound thereby.
14.2 Illustrations and sizes refer to patterns as made at the
time of publication. In view of continued improvements and
variations in availability of materials, the right is reserved
to supply Goods of similar quality which may not correspond
exactly with the particulars given.
15. TRADE MARKS
Buyer accepts an obligation to seller that none of the trade
marks applicable to the goods shall be used whether in the
United Kingdom or abroad in any manner not approved by the
appropriate registered proprietor and that the same shall not be
used as aforesaid in relation to any of the goods supplied after
they have been processed or treated in any manner disapproved by
the appropriate registered proprietor and buyer will indemnify
seller accordingly
16. Notice
Any notice to be given hereunder shall be in writing and shall
be deemed to have been duly given if sent or delivered to the
party concerned at its address specified overleaf or such
address as the party may from time to time notify in writing and
shall be deemed to have been served, if sent by post, 48 hours
after posting.
17. Assignment
Neither the Company nor the Buyer shall assign or transfer or
purport to assign of transfer the contract or the benefits
thereof to any other person without the prior written consent of
the other.
18. Proper Law and Jurisdiction
The contract shall be governed by and construed in accordance
with the law of England.
19. Waiver
The rights and remedies of the Company under the contract shall
not be diminished, waived or extinguished by the granting of any
indulgence, forbearance or extension of time by the Company in
asserting or exercising any such rights or remedies.
20. Headings
The headings of these conditions are for convenience only and
shall have no effect on the interpretation thereof.
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