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1.0 - INTERPRETATION
1.1 In these Conditions:-
BUYER means the person who accepts Sellerís
quotation for the sale of the Goods or whose order for the Goods is
accepted by Seller.
GOODS means the goods (including any instalment of
the goods or any parts of them) which Seller is to supply in
accordance with these Conditions.
SELLER means Shop4 All Electrical Ltd.
CONDITIONS means the terms and conditions of sale
set out in this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between
Buyer and Seller.
- BASIS OF SALE
2.1 - Unless otherwise expressly agreed in writing signed by
a Director of Seller these Conditions shall govern all contracts
between Buyer and Seller to the exclusion of any other terms and
conditions. No condition, warranty or other term which Buyer may
seek to impose shall apply to Seller.
2.2 - No order submitted by Buyer shall be deemed to be
accepted by Seller unless and until confirmed in writing by
Sellerís authorised representative.
2.3 - All descriptive matter, dimensions, weights or
specifications, set out in brochures, catalogues, price lists and
all advertising material are approximate and by way of
identification only and shall not form part of this contract or give
rise to any independent or collateral liability of any kind. All
prices quoted therein shall be subject to alteration or withdrawal
from time to time without notice.
2.4 - Seller reserves the right to make any changes in the
Specification of the Goods which do not materially affect their
quality or performance.
3.1 - The price for the Goods shall be the Sellerís quoted
price or, where no price has been quoted (or a quoted price is no
longer valid) the price listed in the Sellerís published price
list current at the date of acceptance of the order. All prices
quoted are valid for 30 days only or until earlier acceptance by
3.2 - Seller reserves the right, by giving notice to Buyer at
any time before delivery, to increase the price to reflect any
increase in the cost to Seller which is due to any factor beyond the
control of Seller (such as, without limitation, any increase in the
costs of labour, materials or other costs of manufacture).
3.3 - Except as otherwise stated under the terms of any
quotation or in any price list of Seller, and unless otherwise
agreed in writing by Buyer and Seller, all prices given by Seller
include the cost of delivery to Buyer within Sellerís van delivery
area full details of which are available on request. In all other
cases, Buyer shall be liable to pay costs of transport, packaging
3.4 - The price is exclusive of any applicable Value Added
Tax, which Buyer shall be additionally liable to pay to Seller.
- TERMS OF PAYMENT
4.1 - Unless otherwise agreed in writing, Seller shall be
entitled to invoice Buyer for the price of the Goods on or at
anytime after delivery of the goods unless the Goods are to be
collected by Buyer or Buyer wrongfully fails to take delivery when
the Goods are ready, in which event the Seller shall be entitled to
invoice Buyer for the price at anytime after Seller has notified
Buyer that the Goods are ready for collection or delivery.
4.2 - Unless otherwise agreed Buyer shall pay the price of
the Goods within 30 days of the date of Sellerís invoice,
notwithstanding that delivery may not have taken place and the
property in the Goods has not passed to Buyer. The time of payment
of the price shall be of the essence of the contract. Receipts for
payment will only be issued on request. Without prejudice to the
generality of this clause, Seller may at its discretion extend to
certain buyers terms of credit such that payment shall be due in
cash in one amount one month from the date of invoice (ďThe Credit
Payment DueĒ). To apply for a credit account, Buyer must supply
two current trade references and one bank reference and state the
Iimit of credit required. Seller may at its discretion refuse to
grant credit terms or grant terms for a lower limit of credit than
that requested. Any credit terms may be withdrawn by notice in
writing from Seller at any time.
4.3 - Where Seller has agreed to grant credit terms to Buyer,
a settlement discount of 2l/2% will be allowed for payment received
by Seller before the Credit Payment Date exception Value Added Tax
or on such items marked ďDesignated Net GoodsĒ.
4.4 - If Buyer fails to make any payment on the due date then
without prejudice to any other right or remedy available to Seller,
Seller shall be entitled to:ó
4.4.1 - cancel the contract or suspend any further deliveries
to Buyer, and/or
4.4.2 - appropriate any payment made by Buyer to such of the
Goods (or goods supplied under any other contract between Buyer and
Seller) as Seller may think fit (not withstanding any purported
appropriation by Buyer), and / or
4.4.3 - charge Buyer interest (both before and after any
judgement) on the amount unpaid, at the rate of 3% percent per annum
above base rate from time to time of Sellers bank, until payment is
made in full (a part of a month being treated as a full month for
the purpose of calculating interest).
5.1 - Unless otherwise agreed delivery shall be made by
Seller delivering to Buyer within Sellerís van delivery area or by
Buyer collecting Goods at Sellerís premises at anytime after
Seller has notified Buyer that the Goods are ready for collection.
Any dates quoted for the delivery of the Goods are approximate only
and Seller shall not be liable for any delay in the delivery of the
Goods howsoever caused. Time for delivery shall not be of the
essence unless previously agreed by Seller in writing signed by a
Director. The Goods may be delivered by Seller in advance of the
quoted date upon giving reasonable notice to Buyer.
5.2 - If goods are delivered to Buyer otherwise than at
Sellerís place of business Goods damaged in transit or not
delivered in accordance with its advice note shall be repaired or
replaced as necessary by Seller
5.2.1 - if it is alleged that short delivery has occurred
Buyer gives details to Seller within 2 days of receipt of the Goods
together with such information as is required by Seller to identify
the alleged shortage including the advice note number case number
and condition of packing.
5.2.2 - in cases of damage or non-delivery Buyer gives to
Seller written notice of such damage or non-delivery within 7 days
of receipt of the advice note or such time as will enable Seller to
comply with the carrierís conditions of carriage (whichever shall
be the shorter) and (where delivery is not by Sellerís van
delivery service) the carrier accepts liability for the damage
5.3 - Where Goods are collected from Sellerís premises by
or on behalf of Buyer any representative of Buyer shall be deemed to
act as an agent for Buyer with authority to bind Buyer in relation
to the Goods and any contract based on these conditions. At the
request of Buyer, any such representative will provide written
authority so to act signed by Buyer or a director thereof.
5.4 - Seller reserves the right to deliver Goods in
instalments. Where Goods are delivered in instalments, each delivery
shall constitute a separate contract and failure by the Seller to
deliver any one or more of the instalments in accordance with these
Conditions or any claim by Buyer in respect of any one or more
instalments shall not entitle Buyer to treat the contract as a whole
5.5 - If Buyer fails to take delivery of the Goods or fails
to give Seller adequate instructions for delivery of the Goods at
the time stated there for (otherwise than by reason of any cause
beyond Buyerís reasonable control or by reason of Sellerís
fault) then, without prejudice to any other right or remedy
available to Seller, Seller may:-
5.5.1 - store the Goods until actual delivery and charge
Buyer for the reasonable costs (including insurance) of storage, or
5.5.2 - sell the Goods at the best price readily obtainable
and (after deducting all reasonable storage and selling expenses)
charge Buyer for any shortfall below the price.
- RISK AND PROPERTY
6.1 - Risk of damage to or loss of the Goods shall pass to
6.1.1 - in the case of Goods to be delivered at Sellerís
premises, at the time when Seller notifies Buyer that Goods are
available for collection, or
6.1.2 - in the case of Goods to be delivered otherwise than
at Sellerís premises, at the time the Goods are handed to a
carrier for delivery to Buyer, or if delivered by Seller, at the
time of delivery. If Buyer wrongfully fails to take delivery, risk
shall pass to Buyer at the time when Seller has tendered delivery of
6.2 - Not withstanding delivery and the passing of risk in
the Goods, or any other provision of these Conditions, the property
in the Goods shall not pass to Buyer until Seller has received in
cash or cleared funds payment in full of the price of the Goods and
all other Goods agreed to be sold by Seller to Buyer for which
payment is then due.
6.3 - Until such time as the property in the Goods passes to
Buyer, Buyer shall hold the Goods as Sellerís fiduciary agent and
bailee, and shall keep the Goods separate from those of Buyer and
third parties and properly stored, protected and insured. Until that
time Buyer shall be entitled to resell or use the Goods in the
ordinary course of its business but shall account to Seller for the
proceeds of sale or otherwise of the Goods, whether tangible or
intangible, including insurance proceeds, and shall keep all such
proceeds separate from any monies or property of Buyer and third
parties and, in the case of tangible proceeds, properly stored,
protected and insured.
6.4 - Until such time as the property in the Goods passes to
Buyer Seller shall be entitled at any time on reasonable notice to
enter upon any premises of the Buyer or any third party where the
Goods are stored and remove and re-possess the Goods.
6.5 - Buyer shall not be entitled to pledge or in anyway
charge by way of security for any in debtness any of the Goods which
remains the property of Seller.
- WARRANTIES AND RETURNED GOODS
7.1 - Subject to these Conditions, Seller warrants that at
time of delivery the Goods will correspond with their specification
PROVIDED Seller shall be under no liability in respect of any defect
in the Goods arising from any drawing, design, or specification
supplied by Buyer. Where Seller advises Buyer on the selection of
the Goods, reasonable care and skill will be exercised in that
7.2 - It is for Buyer to satisfy itself that the Goods are
fit for the purpose for which they are intended, whether or not that
purpose has been communicated to Seller. Subject to Clause 7. 1 and
with the exception of the condition and warranties implied by
section 12 of the Sale of Goods Act 1979 all conditions warranties
terms and undertakings express or implied statutory or otherwise in
respect of the Goods are hereby excluded to the fullest extent
permitted by law.
7.3 - Without prejudice to the provisions of Clause 5.2, any
claim by Buyer which is based on any defect in the Goods or their
failure to correspond with specification shall be notified to Seller
within 30 days from date of delivery. If Buyer does not notify
Seller within that period Buyer shall be deemed to have accepted the
7.4 - Seller may in its absolute discretion:-
7.4.1 - refuse to accept return of the Goods;
7.4.2 - require Buyer to give an adequate written description
of the defect to enable the fault to be identified;
7.4.3 - refuse to issue a credit note in respect of any
returned Goods unless and until Seller has received from the
manufacturer of the returned Goods notice that the manufacturer
accepts the return of the Goods as defective and will refund to
Seller the price thereof.
7.5 - Seller may permit Buyer to return to Seller Goods which
comply with specification but which are surplus to Buyerís
requirements. Seller may in its absolute discretion refuse to accept
the return of any Goods, or charge a handling charge in respect of
any returned Goods. In any event, Seller shall not accept return of
any Goods unless Buyer notifies Seller within 14 days from the date
of [invoice] [delivery] that it wishes to return the Goods, and
produces evidence of purchase in respect thereof together with the
number and date of the relevant invoice. Seller will not in any
circumstances accept the return of products which are listed in the
Sellerís price list but are not normally stocked by Seller.
8.1 - The following provisions setout Sellerís entire
Iiability (including any Iiability for the acts and omissions of its
employees agents and sub-contractors) to Buyer in respect of:
8.1.1 - any breach of its contractual obligations arising
under this agreement; and
8.1.2 - any representation statement or tortious act or
omission including negligence arising under or in connection with
this agreement (referred to in this clause as an ĎEvent of
DefaultĒ) AND THE BUYERíS ATTENTION IS IN PARTICULAR DRAWN TO
THE PROVISIONS OF THIS CLAUSE 8.
8.2 - Sellerís liability to Buyer for:
8.2.1 - death or injury resulting from its own negligence or
that of its employees agents or sub- contractors; and
8.2.2 - all damage suffered by Buyer as a result of the
implied statutory undertakings as to title quiet possession and
freedom from encumbrances shall not be limited.
8.3 - Subject to the provisions of clause 8.2 above
SeIIerís entire liability in respect of any Event of Default shall
be limited (at the absolute discretion of Seller) to replacing the
Goods the subject of the contractor paying to Buyer damages of an
amount equal to the price thereof.
8.4 - Subject to clause 8.2 above Seller shall not be liable
to Buyer in respect of any Event of Default for loss of profits
goodwill or any type of special indirect or consequential loss
(including loss or damage suffered by Buyer as a result of an action
brought by a third party) even if such loss were reasonably
foreseeable or Seller had been advised of the possibility of Buyer
incurring the same.
8.5 - If a number of Events of Default give rise
substantially to the same loss then they shall be regarded as giving
rise to only one claim under this agreement.
8.6 - The Buyer hereby agrees to notify the Seller promptly
of, and to afford Seller not Iess than 30 days in which to remedy,
any Event of Default hereunder. The 30 day period shall commence on
the date the Seller receives the Buyerís notice.
8.7 - Except in the case of an Event of Default arising under
clause 8.2 above Seller shall have no liability to Buyer in respect
of any Event of Default unless Buyer shall have served notice of the
same upon Seller within 90 days of the date of the contract of which
these Conditions form part.
8.8 - Nothing in this clause 8 shall confer any right or
remedy upon the Buyer to which it would not otherwise be legally
8.9 - Seller shall not be liable to Buyer or deemed to be in
breach of contract by reason of any delay in performing or any
failure to perform any of the Sellerís obligations in relation to
the Goods if the delay or failure were due to any cause beyond
Sellerís reasonable control.
9.1 - Buyer warrants to Seller that:-
9.1.1 - it will notify Seller of any defect in the Goods in
accordance with clause 7;
9.1.2 - it will use the Goods only for the purpose for which
they are intended;
9.1.3 - (where appropriate) it will install the Goods in
accordance with the manufacturerís instruction or good industry
9.2 - Buyer indemnifies Seller against all loss damages costs
and expenses awarded against or incurred by Seller as a result of a
claim by any third party that the Goods were defective to the extent
that any claim results from any breach by Buyer of its obligations
under clause 9.1.
- INSOLVENCY OF THE BUYER
10.1 - This clause applies if:-
10.1.1 - Buyer makes any voluntary arrangement with its
creditors or becomes subject to an administration order or (being an
individual or firm) becomes bankrupt or (being a company) goes into
liquidation (otherwise than for the purpose of amalgamation or
10.1.2 - an encumbrance takes possession, or a receiver or
receiver and manager or administrator is appointed, of any of the
property or assets of Buyer; or
10.1.3 - Buyer ceases, or threatens to cease, to carry on
10.1.4 - Seller reasonably apprehends that any of the events
mentioned above is about to occur in relation to Buyer and notifies
10.2 - If this clause applies then, without prejudice to any
other right or remedy available to Seller, Sellers hall be entitled
to cancel the contract, without any liability to Buyer, and if the
Goods have been delivered but not paid for the price shall become
immediately due and payable not withstanding any previous agreement
or arrangement to the contrary.
11.1 - Any notice required or permitted to be given by either
party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or principal
place of business or such other address as may at the relevant time
have been notified pursuant to this provision to the party giving
11.2 - No waiver by Seller of any breach of the contract by
Buyer shall be considered as a waiver of any subsequent breach of
the same or any other provision.
11.3 - If any provision of these Conditions is held by any
competent authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of these Conditions and
the reminder of the provision in question shall not be affected
11.4 - The contract shall be governed by the Laws of England.