STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS BY AB Distributors Limited / De Dietrich (THE “COMPANY”)
1 APPLICATION OF TERMS
1.1 The Contract between the Company and the person(s), firm or company whom placed an order with the Company (the “Buyer”) for the sale and purchase of built-in kitchen appliances (the “Goods”) (the “Contract”) will be on these conditions (the “Conditions”). Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a current director of the Company.
1.2 Each order for the Goods shall be deemed to be an offer by the Buyer to purchase the Goods from the Company. No contract will come into existence until the Company delivers the Goods to the Customer.
2.1 The descriptions and specifications of the Goods shall be as set out in the Company’s catalogues/brochures or quotations for the purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the premises specified by the Buyer in their order notification. The Buyer shall always quote their order number.
3.2 Time for delivery shall not be of the essence, any dates specified for delivery by the Company are estimates only. If no dates are specified, delivery will be within a reasonable time.
3.3 Subject to the other Conditions, the Company will not be liable for any loss (including loss of profit), costs, damages or charges caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days and is not caused by Force Majeure.
3.4 If for any reason, the Buyer will not accept delivery of any of the Goods, or the Company is unable to deliver the Goods at a location specified by the Buyer due for example to insufficient instructions provided by the Buyer or the Buyer not accepting delivery: a) risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence); b) the Goods will be deemed to have been delivered; and c) the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance). If the Buyer refuses a delivery baring the correct order number they will be charged 25% of the order value.
3.5 The Company may deliver the Goods by installments. Each installment shall be treated as a separate Contract so, failure to deliver or defect in one or more installment shall not entitle the Buyer to reject the other installments
4.1 It is the Customer’s responsibility to check the quantity of each consignment of Goods on delivery and to notify the Company on the date of delivery if there is a shortage.
4.2 Any liability of the Company for non-delivery of Goods shall be limited to replacing the goods within a reasonable time.
5 MINIMUM ORDERS & CANCELLATION OF ORDERS
5.1 The minimum order value is £550 (excluding VAT). If the Buyer wishes to place an order under the minimum order value then they will incur a surcharge of £35 (excluding VAT).
5.2 Any orders placed by the Buyer and subsequently cancelled more than 48 hours after placing the order will be subject to an administration payment to the Company of 15% of the order value.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full and cleared funds all sums due to it.
6.3 Until ownership of the Goods has passed to the Customer, the Buyer must: a) hold the Goods as the Company’s bailee; b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party so that they remain readily identifiable as the Company’s property; and c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
6.4 The Buyer may resell the Goods before ownership has passed to it subject to the Buyer dealing as principal for the Company when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer encumbers or in any way charges any of the Goods; has a bankruptcy order made against him; makes any arrangement with his creditors for the relief of insolvent debtors; or enters into liquidation, administration or suffers any similar insolvency event.
6.6 The Buyer grants the Company, its agents and employees an irrevocable licence 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.
7.1 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 modify any goods or prices without prior notification. The price for the Goods shall be exclusive of any value added tax and related delivery costs or charges which will be invoiced to and paid in addition by the Buyer.
8.1 Full payment of the price for the Goods, without any deductions, is due and payable in cleared funds within 30 days of receipt of invoice.
8.2 Time for payment shall be of the essence. If full payment is not received in accordance with these Conditions, the Company reserves the right to charge interest on a daily basis at an annual rate equal to the aggregate of 3% above the base rate of Barclays bank from time to time. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement. The Company may also suspend any pending orders until the payment is received or terminate the Contract.
8.3 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
9.1 The Company will supply a manufacturer’s warranty with the Goods covering parts and labour for 12 months.
9.2 The Company shall not be liable for a breach of the warranty in unless: a) The Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 48 hours of delivery and the Buyer makes any further use of the Goods after giving such notice; or b) The defect arises because the Buyer failed to follow the Company’s oral or written instruction as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or c) The Buyer alters or repairs such Goods without the written consent of the Company.
10 LIMITATION OF LIABILITY
10.1 The Company’s liability is limited to the repair or replacement free of charge of the whole or any part of the goods found to have a manufacturing defect within the manufacturer’s warranty period.
10.2 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation.
11.1 The Buyer may not assign the contract or any part of it without the prior written consent of the Company.
12 FORCE MAJEURE
12.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer(without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, labour disputes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give not less than 3 days noticed in writing to the Company to terminate the Contract.
13.1 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.2 The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid , void, voidable, unenforceable or unreasonable it shall to the extent of such required be deemed severable and the remaining provision of the Contract and the remainder of such provision shall continue in full force and effect.
14.1 Any notice, invoice or other document which may be given by the parties under these Conditions shall be deemed to have been duly given if left at or sent by first class post to an address stated overleaf. Such notices shall be deemed to be served immediately if left at the address for notice or 48 hours after posting.