CONDITIONS OF SALE
7.2.1 the Goods;
1.1 In these conditions:
7.2.2 all other goods agreed to be sold by the seller to the Buyer for which “BUYER” means the person who accepts a quotation from the seller for the sale payment is then due and no other sums whatever shall be due from the of the goods or whose order for the goods is accepted by the seller; Buyer to the Seller. “GOODS” means the goods (including any installments of the Goods or any part for them) which the seller is to supply in accordance with these conditions; Even if title has not passed the seller shall be entitled to sue for the price of any “SELLER” means and or A Plush Limited.
Goods supplied to the Buyer once payment has become due. “CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer terms and conditions agreed in writing between the Buyer and the Seller; shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep “CONTRACT” means the contract for the purchase of and sale of the Goods; the goods separate from those of the Buyer and third parties and properly Stored, protected and insured and identified as the Sellers property.
2. Basis of the Sale
7.4 Until such time as the property in the Goods passes to the Buyer, the Buyer
2.1 The Seller shall sell and Buyer shall purchase the Goods in accordance with any shall be entitled to re-sell or use the Goods in the ordinary course of its quotation of the Seller which is accepted by the Buyer, or any order of the Buyer business. Which shall account to the Seller for the proceeds of sale or otherwise which is accepted by the Seller, subject in either case to these Conditions which of the Goods, whether tangible or intangible, including insurance proceeds, and shall govern the Contract to the exclusion of any other terms and conditions shall keep all such proceeds separate from any monies or property of the Buyer subject to which any such quotation is accepted or purported to be accepted, or and the third parties and, in the case of tangible proceeds, properly stored, any such order is made or purported to be made, by the Buyer. For the protected and insured. avoidance of doubt it is hereby agreed that these Conditions shall override any contrary different or additional terms or conditions (if any) contained on, or 7.5 Until such time as the property in the Goods passes to the Buyer (and provided referred to in, an order from or other documents or correspondence from the Goods are still in existence and have not been resold), the Seller shall be the Buyer. Entitled at any time to require the Buyer to deliver up the Goods to the Seller and , if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Goods.
2.2 No variation, addition, alteration or substitution of these terms shall be binding unless agreed in writing between the authorised representatives of the Buyer 8. Warranties and Liabilities and the Seller. All or any errors or omissions shall be subject to correction 8.1 The Seller gives no warranty or indemnity in respect of the Goods and, except without any liability on the part of the Seller. where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or
2.3 No other statement, description, oral representation, promotional or sales other terms implied by statute or common law are excluded to the fullest extent literature shall be incorporated into the Order. permitted by law.
3. Orders and Specifications 8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller rights of the Buyer are not affected by these Conditions. unless and until confirmed in writing by the Seller’s authorised representative. 8.3 Any claim by the Buyer which is based on any defect in the quality or condition
3.2 The Buyer shall be responsible for ensuring the accuracy of the terms of of the Goods or their failure to correspond with specifications shall (whether or any order. not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on
3.3 At all times the Seller reserves the right to make changes in the specification of reasonable inspection) within a reasonable time after discovery of the defect or the Goods. failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall be entitled to reject the Goods and the Seller
3.4 Orders may not be cancelled by the Buyer except with the agreement in writing shall have no liability for such defect or failure, and the Buyer shall be bound to of the Seller. The Buyer shall indemnify the Seller in full against all loss, costs, pay the price as if the Goods had been delivered in accordance with the Contract. Damages, charges and expenses incurred by the Seller as a result of cancellation. 8.4 Except in respect of death or personal injury caused by the Seller’s negligence,
3.5 In no circumstances shall the Buyer be entitled to return goods previously ordered the Seller shall not be liable to the Buyer by reason of any representation or any By it save with the prior written consent of the Seller. In applying for implied warranty, condition or other term or any duty at common law, or under such consent the Buyer shall state the reason for the return and the date and the express terms of the contract, for any consequential loss or damage (including number of the Seller’s invoice there fix. All goods returned must be securely any loss of profit or anticipated savings or revenues or business), costs, expenses or packaged and, unless otherwise agreed by the Seller, consigned carriage paid. Other claims for consequential compensation whatsoever (and whether caused by Acceptance of returned goods shall not, in any manner whatsoever, bind the negligence of the Seller, its employees, or agents or otherwise) which arise out Seller to re-imburse to the Buyer the cost of such goods or otherwise. In of or in connection with the supply of the Goods or their use or resale by the Making any re-imbursement hereunder, the Seller shall be entitled to deduct Buyer except as expressly provided in these Conditions. therefrom any costs or expenses incurred by it in dealing with such goods. 8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the
4. Price of the Goods Contract by reason of any delay in performing, or any failure to perform, any of
4.1 The price of the Goods shall be the Seller’s Quoted ex-works price (exc. VAT). The Seller’s obligations in relation to the Goods, if the delay or failure was due All prices quoted are valid for 30 days only or until earlier acceptance by the to any cause beyond the Seller’s reasonable control. Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. 9. Indemnity
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before 9.1 The Seller gives no warranty, indemnity, assurance or otherwise as to any delivery, to vary the price of the Goods to reflect any change in Seller’s costs intellectual property rights in the Goods and the Buyer acknowledges that it beyond the control of the Seller. Purchases the Goods entirely at its own risk in this regard. The Seller shall not
5. Terms of Payment be liable to the Buyer if the Goods infringe or their use or resale infringes any
5.1 The Buyer shall pay the price of the Goods without any deduction whatsoever intellectual property rights of any other person or company. within 30 days of the date of the Seller’s invoice, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the 10. Insolvency of Buyer Buyer. The time of payment of the price shall be of the essence of the contract. 10.1 If the Buyer becomes bankrupt or goes into liquidation (other than for the Receipt for payment shall be issued only upon request. purposes of amalgamation or reconstruction) the without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the
5.2 Without prejudice to any other right or remedy available to the Seller, the Seller Contract or suspend any further deliveries under Contract without any liability shall be entitled to charge the Buyer interest at the rate of 3% per annum above to the Buyer, and if the Goods have been delivered but not paid for the price of The HSBC Bank Plc base rate from time to time on any amount unpaid or set-off shall become immediately due and payable notwithstanding any previous any amounts unpaid against any amounts due to the Buyer from the Seller. Agreement or arrangement to the contrary.
6. Delivery 11. Confidentiality Clause
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the 11.1 Both the Seller and the Buyer shall keep confidential and shall not, without the Seller’s premises at any time after the Seller has notified the Buyer that the prior consent of the other, disclose to any third party any technical or Goods are ready for collection or, if some other place of delivery is agreed by commercial information which has been acquired from the other relating to any the Seller, by the Seller delivering the Goods to that place. Goods sold by the Seller.
6.2 The seller shall not be liable for any delay in delivery of the Goods howsoever 12. Force Majeure caused. Any time or date of delivery that may be provided by the Seller to the 12.1 The Seller shall not be under any liability for any failure to perform any of its Buyer, although given in good faith, is an estimate only and time for delivery obligations under the Contract to Force Majeure. Following notification by the Shall not be of the essence unless previously agreed in writing by the Seller. Seller to the Buyer of such cause, the Seller shall be allowed a reasonable
6.3 Claims by the Buyer for shortages or damage must be made in writing to the 12.2 For the purposes of this Order, “Force Majeure” means “fire, explosion, flood, Seller within 3 days from delivery of the Goods and the Buyer must notify the lightning, Act of God, act of terrorism, war, rebellion riot, sabotage, or official carrier (if any) immediately. Claims for non-delivery must be made in writing to strike or similar official labour dispute or events or circumstances outside the the Seller within 10 days from the date of the invoice therefore. The Seller shall reasonable control of the party affected thereby”. Be liable for any claims not made within the above periods. 13. Severability
6.4 The first 5% of breakages on Earthenware, China or Glass may be charged to The Buyer Each clause and sub-clause of this Agreement shall be separate and severable from
7. Risk of Property each other. In the event that any of the clauses or sub-clauses are deemed invalid or
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer sub-clauses. In the event that any right obligation, exclusion, restriction or other Matter is held to be invalid, unenforceable or ineffective but would be if some part of it
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time were deleted or modified then it shall be deleted or modified to the extent that may be When the Seller notifies the Buyer that the Goods are available for necessary to make it valid, enforceable or effective Collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s 14. Jurisdiction premises, at the time of delivery or, if Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of The order shall be considered to be a contract made in England and shall be governed the Goods. In all respects by the laws of England and the parties agree to submit to the Non-exclusive jurisdiction of the English Courts.
7.2 Notwithstanding delivery and passing of risk in the Goods or any other provisions of these Conditions the title to the Seller’s Goods shall not pass to the Buyer until the Seller has received In cash or cleared funds payment in full of the price of the item.