TERM'S & CONDITION'S
TERMS AND CONDITIONS OF SALE and/or SUPPLY
1.DEFINITIONS in these conditions
“The Company” means “WOMBOURNE BLINDS.” “The Customer” means the party whom the Company contracts. “The Goods” means the items which the Customer buys from the Company and/or which the Company manufactures for the Customer. “The Price” means the price specified in the company’s quotations, price books and literature or as agreed between the Company and the Customer.
2.GENRAL. (A) Any Contract howsoever made for the supply and/or manufacture of goods by the Company to the Customer (“The Contract”) shall incorporate these conditions which shall apply to the exclusion of any provisions in any document issued by the Customer. (B) The Contract may not be varied except in writing signed for and on behalf of the Company by an authorised employee. (C) Any waiver or breach of these conditions by the Company shall not prejudice the Company’s rights or remedies under the Contract. (D) All descriptions and specifications of the goods given to the Customer and statements made by the Company with regard to the availability thereof are approximate only and do not form part of the Contract. (E) Any quotation given by the company is an invitation to the Customer to make an offer to buy the goods only within the period stated in the quotation.
3.PRICE. (A) All prices for the goods shall be those prevailing at the date of despatch, whether contained in the Company’s price list or otherwise, except that where written quotations are given, unless otherwise specifically agreed by the Company in writing, such prices shall hold good for the period stated in quotation. (B) The Company reserves the right to increase the price in line with the increase in cost of labour, materials and overheads unless otherwise specifically agreed in writing. (C) The price is exclusive of Value Added Tax or any other Tax, Duty, Tariff or charge arising in the United Kingdom or elsewhere. (D) The price does not include any delivery ex-works or ex-depot unless otherwise agreed by the Company or in accordance with its current policy which may vary from time to time.
4.PAYMENT. (A) Unless otherwise agreed, payment of the price is due to the Company not later than 3 days from the date of invoice. Payment of the price must be made in full without any deduction or withholding of any kind unless otherwise agreed by the Company. Time is the essence of payment. (B) Late payment for whatever reason shall entitle the Company to charge interest on the full outstanding amount (without deductions for prompt payment which may have been agreed by the Company) from the date when payment becomes overdue until payment is made at the rate per annum of three per cent above Lloyds Bank plc Base Rate from time to time. Any such interest shall be compounded at three monthly intervals and added to the principal amount outstanding. (C) In the event of late payment for whatever reason the Company shall be entitled to treat the Contract or any other Contracts between the Company and the Customer to purchase goods as repudiated by the Customer but without prejudice to the Company’s rights under such Contracts. (D) Credit facilities may be provided at the discretion of the Company following the submission of acceptable trade references and the name and address of the Customer’s bankers.
5.DELIVERY. (A) Whilst delivery dates (if any) in respect of the goods are given in good faith they are business estimates only and no liability will attach to the Company if delivery is not made on any stated date. Failure to make delivery by any stated date shall not entitle the Customer to rescind or repudiate the Contract. (B) The Company will notify the Customer of the estimated date of delivery and the Customer must take delivery on such date or such other date as the Company shall indicate to the Customer that the goods are available for delivery. Failure to take the delivery when notified by the Company will require the Customer to pay any storage charges incurred by the Company which shall be added to and become part of the price. The Company may withhold delivery until such storage charges have been paid. (C) When the company delivers goods or makes arrangements for goods to be delivered to the place at which delivery is requested by the Customer, the Customer shall ensure that delivery vehicles are not obstructed or delayed in any way when they are delivering goods at the place. The Company or its agents or its Hauliers shall have right to refuse to make delivery if the access to the Customer’s site at any time appears to be unstable or unsafe for such delivery. (D) Delivery, if undertaken by the Company, is so undertaken on the condition that adequate labour and facilities will be made available by the Customer at the Customer’s expense at the place at which delivery is requested by the Customer. (E) The Company reserves the right if delivery cannot reasonably be made by road transport vehicles available to the Company at the place at which delivery is requested by the Customer, not to deliver accordance with the Customer’s request and to require the Customer to take delivery at the Customer’s depot. (F) Any additional costs borne by the Company as a result of the non-compliance by the Customers with the provisions of sub-clauses C and D above shall be charged to the Customer.
6.RETURN OF GOODS. Goods returned for credit by the Customer will not be accepted by the Company unless in accordance with a prior written agreement between the Company and the Customer.
7.RISK. Risk in the goods shall pass to the Customer at the time of delivery to the place at which is requested by the Customer or at the time of collection by the Customer from the Company’s or the manufacture’s or any other third party’s premises.
8.TITLE. (A) Title in the goods shall remain in the Company until the payment of the price in full (notwithstanding the delivery or the collection of the same and the passing of risk therein). Until receipt of payment the Customer shall hold the goods as Bailee only. (B) The Company may at any time repossess the goods (without prejudice to the obligations of the Customer to purchase the goods) and for this purpose the Company and its servants and agents shall be entitled to free and unrestricted entry upon the Customer’s premises and/other locations where liability to the Customers (save in respect of any damage to premises caused as a result of such repossession). (C) For so long as title to the goods remains in the Company the Customers in so far as it shall be reasonably practicable shall not deface or remove any distinguishing marks, labels or stamps from the goods or otherwise interfere with their identification. (D) The Company may maintain an action against the Customer for payment of the price notwithstanding, that title in the goods has not passed to the Customer. (E) If any of the goods are resold or otherwise disposed of by the Customer before payment has been made in full the Company shall have the right to trace these goods and/or the proceeds of such sale or disposal and to repossess the goods or recover the proceeds of sale as the case may be.
9. CONDITIONS AND WARRANTIES. (A) No representation or warranty given by the Company or its behalf shall be incorporated into any Contract unless expressly or impliedly referred to herein. (B) The liability of the Company in respect of the condition and/or quality of the goods is limited to the obligations to replace the same contained in clause 9 hereof and all warranties and conditions whatsoever as to the quality and/or condition and/or quantity of the goods delivered by or collected from the Company whether implied by statue or otherwise are hereby excluded except in so far as the exclusion of any statutory warranty may be unreasonable in the circumstances. (C) The Company does not warrant that the goods are fit for any particular purpose save in so far as written advice as to the suitability, quality or fitness of the goods for a particular purpose known to the Company is given by an authorised employee of the Company and all warranties and conditions implied by law whether by statute or otherwise regarding the quality or fitness of the goods for any purpose are hereby excluded except in so far as the exclusion of any statutory warranty may be unreasonable in the circumstances. (D) If the Customer is dealing as a Consumer nothing in these Terms and Conditions shall exclude the provisions of Section 13 to 15 inclusive of the Sale of the Goods Act 1979.
10.LIABILITY. (A) Nothing in the Contract shall limit any adjudged liability of the Company for any loss arising out of death or personal injury of the Customer any of its employees, agents or contract as a result of the Company’s obligations under the Contract. (B) The Company shall not be liable for any damage or loss caused as a result of any circumstances of force majeure affecting the Company whether directly or indirectly. For this purpose the team “force majeure” shall mean any occurrences or circumstances outside the control of the Company. (C) The Company shall not be liable for acts or omissions over which it has no control. (D) The Company’s obligations in respect of any defective goods shall be limited to repair or replacement (at the Company’s discretion) of the goods concerned together with further damages (if adjudged to be payable) not exceeding the aggregate sale price of the goods. Save as aforesaid the Company shall not be liable to the Customer or any third party for any indirect consequential or economic loss or damage howsoever caused or for any loss of profit. (E) The Customer must inspect the goods as soon as it receives them and must notify the company in writing of such damage. No complaint or claim made after such period as aforesaid or not made in writing shall in any event give rise to any right of the Customers against the Company. (F) Any goods claimed to be defective must be returned to the Company forthwith at the Customer’s expense. (G) Any claims for non-delivery of goods must be notified by the Customer to the Company in writing within five days of the anticipated delivery date. (H) The Customer shall indemnify the Company against all actions, claims or demands by third parties against the Company howsoever arising or indirectly in respect of or in connection with the goods or the Contract.
11.BREACH AND INSOLVERY. If the Customer shall be in breach of the Contract and shall fail to remedy such breach (if capable of remedy), or if any distress or execution shall be levied upon the goods or property of the Customers or if the Customer (or any partner thereof should the Customer be a Partnership) shall enter into any arrangements or composition with its credits or permit an act of bankruptcy or (should the Customer be a Limited Company) proceedings shall be commenced to wind-up the Customer or a Receiver of the Customers assets or undertaking or any part thereof shall be appointed the Company shall be entitled to determine forthwith any Contract then subsisting without prejudice to any claim or right the Company might make or exercise.
12.CANCELLATION. (A) No order or contract for goods which are to be delivered directly from a manufacturer from any other third party shall be cancelled by the Customer. (B) No order or Contract for goods which are to be collected from or delivered to the Company’s premises shall be cancelled by the Customer except with the Company’s consent. (C) In the event that the Company consents to a cancellation in accordance with sub-clause B above the Company reserves the right to charge the Customer a re-stocking charge of twenty per cent of the contract price which will become payable by the Customer to the Company. This shall be made without prejudice to any of the Company’s other rights against the Customer in respect of such a cancellation.
13.WAIVER. No lake of insistence by the Company on any of its rights under the Contract nor grant to it by the Customer of any time or indulgence shall constitute a waiver of any of the Company’s rights under the Contract save to the extent specifically set out by the Company.
14 SEVERANCE. If at any time one or more of the provisions of these terms and conditions becomes invalid, illegal or unenforceable in any respect under any law, the validly and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
15.GOVERNING LAW. This Contract shall be governed by and constructed in accordance with English Law. The Parties hereby submit to the jurisdiction of the English Courts.