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Conditions of Sale
1. General
1.1 These conditions are the only conditions upon Interiors Direct (“the
seller”) is prepared to deal with its customer (“the buyer”) and they shall
govern the contract to the entire exclusion of any other express or
implied conditions.
1.2 These conditions may only be modified by a variation in writing
signed on behalf of the seller by a director and no other action on the part
of the seller (whether delivery of the goods or otherwise) shall be
construed as an acceptance of any other conditions.
1.3 These conditions (as modified in accordance with Clause 1.2 and
together with the matters referred to on the face of the seller’s quotation
and/or acceptance of order) embody the entire understanding of the
parties and supersede any prior promises, representations, undertakings
or implications.
1.4 No contract shall be concluded until the seller despatches an
acknowledgement of order to the buyer. Any quotation in whatever form
given to the buyer is given subject to these conditions and does not
constitute an offer to sell.
2. Performance
2.1 The seller warrants that the goods shall at the time of delivery be free
from defects in workmanship and materials. For the purposes of this
Agreement the goods shall not be defective unless more than 2% (two per
cent) of the goods are unusable by the Buyer by virtue of any defect in
workmanship and materials. If any goods do not conform to this warranty
the seller will at its option:-
2.1.1 replace the goods found not to conform to the warranty;
2.1.2 take such steps as the seller deems necessary to bring the goods
into a state where they are free from such defects; or
2.1.3 take back the goods found not to conform to the warranty and
refund the appropriate part of the purchase price.
Provided that the liability of the Seller shall in no event exceed the
purchase price of the goods performance of any one of the above options
shall constitute an entire discharge of the Seller’s liability under warranty.
2.2 The foregoing warranty is conditional upon:-
2.2.1 the buyer giving written notice to the seller of the alleged defect in
the goods, such notice to be received by the Seller within seven days of
the time when the Buyer discovers or ought to have discovered the defect
and in any event within one month of delivery of the goods; and
2.2.2 the Buyer affording the Seller a reasonable opportunity to inspect
the goods and, if so requested by the Seller, returning the allegedly
defective goods to the Seller’s works, carriage pre-paid, for inspection to
take place there.
2.3 Save as provided in Clause 2.1 and in section 12 of the Sale of Goods
Act 1979:-
2.3.1 all conditions and warranties, express or implied, as to the quality or
fitness for any purpose of the goods are hereby expressly excluded and
the Buyer hereby confirms that it is responsible for ensuring that the
goods satisfy its requirements and for performing all necessary tests on
the goods; and
2.3.2 the Seller shall be under no liability for any loss or damage (whether
direct, indirect or consequential) howsoever arising which may be
suffered by the Buyer.
2.4 In the event that, notwithstanding the foregoing provisions of this
Clause 2, the seller is found liable for any loss or damage suffered by the
Buyer, that liability shall in no event exceed the purchase price of the
goods.
3. Price
3.1 The price for each consignment of the goods will be that expressed on
the face hereof.
3.2 The contract price is exclusive of value added tax or any similar taxes,
levies or duties, which will be added to or charged on invoices at the
appropriate rates.
4. Payment
4.1 Unless otherwise agreed in writing, the goods must be paid for 24
hours prior to dispatch. Where a contract is designated by the Seller as a
credit sale, payment shall be made by the Buyer not later than the thirtieth
day from the end of the month of issue of the Seller’s invoice unless
some other term is expressed on the face hereof.
4.2 If any payment that is to be made hereunder by the Buyer to the Seller
is overdue, interest will be chargeable thereon as well after as before
judgment on a day to day basis at 4% (four per cent), until the sum due is
paid.
4.3 Where any sum owed by the Buyer to the Seller under this or any
other contract is overdue the Seller may withhold any deliveries of goods
due to be made under this contract until arrangements as to payment or
credit have been established which are satisfactory to the Seller.
5. Delivery and Collection
5.1.1 If the goods are to be delivered then delivery of each consignment of
the goods shall be made to the place, and in the manner, designated by
the Buyer when placing the order provided that the Seller shall be entitled
to withhold delivery of the goods as provided in Clause 4.3.
5.1.2 If the goods are to be collected then upon the Seller giving notice to
the Buyer that the goods (or any part thereof) will be ready for collection
on a specified day the Buyer will arrange for the same to be collected
within seven days of such day. The Buyer will give the Seller at least two
days’ notice of the time and manner in which he proposes to collect the
goods.
5.2 Unless otherwise agreed, the price quoted for the goods by the Seller
shall be exclusive of the costs of delivering the same for which the Seller
shall invoice the Buyer separately. Such charges shall include the costs
of freight and insurance.
5.3 Unless otherwise expressly agreed in writing any delivery times
specified by the Seller in its quotation or otherwise are business
estimates only and the Seller will not be liable to the Buyer for any loss or
damage (whether direct, indirect or consequential) sustained by the Buyer
as a result of the Seller’s failure to comply with such delivery times.
5.4 If the buyer being a company shall pass a resolution or suffer an order |
of a court to be made for its winding-up, or if a receiver shall be
appointed, or if a petition for the appointment of an administrator shall be
presented in respect of it, or being an individual or partnership shall
suspend payment or propose to enter into any composition with creditors
or become unable to pay its debts (or have no reasonable prospect of so
doing) or suffer a bankruptcy order, then the Seller may without prejudice
to any other right rescind the contract, or suspend or cancel delivery or
recover the possession of any goods for which payment in full has not
been received.
6. Risk and Property
6.1 The risk in the goods shall pass to the Buyer upon delivery of the
goods to the Buyer or any carrier acting on the Buyer’s behalf.
6.2 The property in the goods shall not pass to the Buyer until the full
price of the goods is paid.
6.3 Until such time as the full price of all such goods has been paid:-
6.3.1 they shall be held by the Buyer in a fiduciary capacity and stored by
the Buyer at its premises in such a manner that they are clearly
identifiable as the goods of the Seller and shall be kept separate from any
other goods whether or not supplied by the Seller;
6.3.2 they shall be handed over to the Seller on demand and the Seller
shall be entitled to retake possession of them without prejudice to any of
its rights against the Buyer and the Seller is hereby granted a licence to
enter into the Buyer’s premises for the purpose of recovering the goods.
6.4 If the Buyer shall allow the goods to become incorporated into or be
used in the manufacture of other goods before the full price of the goods
is paid to the Seller the property in the whole of those new goods shall be
that of the Seller who shall be entitled to take possession of the new
goods and the Seller is hereby granted a licence to enter into the Buyer’s
premises for the purpose of recovering the new goods. The Seller shall
be entitled to sell the new goods and shall retain from the proceeds of
sale thereof a sum equal to the amount outstanding to it in respect of the
price of the goods and shall pay the balance of the sale proceeds to the
Buyer.
7. Initial Defects
7.1 The Buyer shall have no claim in respect of any breach of the warranty
in Clause 2.1 which should have been apparent on a reasonable visual
examination of the goods unless the conditions in Clause 7.4 are
satisfied.
7.2 The Buyer shall have no claim in respect of the fact that the goods
delivered are of the wrong description unless the conditions in Clause 7.4
hereof are satisfied.
7.3 The conditions before referred to are that:-
7.3.1 the receipt for the goods is qualified by a remark to that effect, and
7.3.2 the claim is made upon the Seller in writing within one day of
delivery in the case of damage or three days of delivery in the case of
shortages.
7.4 In any event the Buyer shall be treated as having accepted any
consignment of the goods if it retains them for longer than one month
after their delivery.
8. Storage
8.1 The Seller shall be entitled to store the goods (or any of them) at the
Buyer’s expense at its own premises or elsewhere if:-
8.1.1 where the Buyer is required to collect the goods from the Seller’s
works, the Buyer fails to take delivery at the time specified therefore
under Clause 5.1.2;
8.1.2 where the arrangement is for the goods to be delivered by the Seller,
either the Seller is unable to despatch the goods by reason of any act or
omission on the part of the Buyer, or the Seller has despatched the goods
but the Buyer fails to take delivery thereof;
8.1.3 the Seller is withholding delivery of the goods pursuant to Clause
4.3.
8.2 The expenses that the Seller may reclaim from the Buyer all
reasonable costs incurred by the Seller (whether by way of storage,
insurance or otherwise) in respect of the goods [and it is expressly
declared that it shall be reasonable for the Seller to effect insurance in
respect of the goods notwithstanding that the risk therein may have
passed to the Buyer].
9. Cancellation
Contracts are not subject to cancellation without the Seller’s written
consent. Where cancellation is accepted, the Seller shall in addition to
any express terms of cancellation be entitled to reimbursement of any
costs incurred by the Seller in connection with the contract.
10. Force Majeure
The Seller shall have the right to cancel or to reduce the volume of the
goods delivered if it is prevented from or hindered in delivery of the
goods through any circumstances beyond its control including (but not
limited to) industrial action, war, fire or prohibition or enactment of any
kind, without incurring any liability for any loss or damage whatsoever
resulting therefrom.
11. Drawings and Descriptions
All drawings, photographs, illustrations, specifications, performance data,
dimensions, weights, and the like, whether contained in the contract or
made by way of representation, have been provided by the Seller in the
belief that they are as accurate as reasonably possible, but they do not
constitute a description of the goods, shall not be taken to be
representations made by the Seller, and are not warranted to be accurate.
12. Headings
The headings to the Clauses of this Agreement shall not affect the
construction of this Agreement.
Note: The Seller’s prices are calculated on the basis that the above
Conditions will apply. Buyers requiring prices to be quoted on a different
basis should inform the Seller. |
