s18 1 merged - Flipbook - Page 509
Terms & Conditions
507
Conditions of Sale
1.
1.1
1.2
1.3
1.4
2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
3.
4.
4.1
4.2
4.3
4.4
4.5
5.
5.1
5.2
5.3
INTERPRETATION
The definitions and rules of interpretation in this condition apply in these
conditions.
Customer: the person, firm or company who purchases the Goods from the
Company.
Company: Ansell Lighting
Contract: any contract between the Company and the Customer for the sale
and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under
condition 4.
Goods: any goods agreed in the Contract to be supplied to the Customer by
the Company (including any part or parts of them).
A reference to a law is a reference to it as it is in force for the time being taking
account of any amendment, extension, application or re-enactment and
includes any subordinate legislation for the time being in force made under it.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
APPLICATION OF TERMS
Subject to any variation under condition 2.3 the Contract shall be on these
conditions to the exclusion of all other terms and conditions (including any
terms or conditions which the Customer purports to apply under any purchase
order, confirmation of order, specification or other document).
No terms or conditions endorsed on, delivered with or contained in the
Customer’s purchase order, confirmation of order, specification or other
document shall form part of the Contract simply as a result of such document
being referred to in the Contract.
These conditions apply to all the Company’s sales and any variation to these
conditions and any representations about the Goods shall have no effect
unless expressly agreed in writing and signed by a duly authorised officer
of the Company. The Customer acknowledges that it has not relied on any
statement, promise or representation made or given by or on behalf of the
Company which is not set out in the Contract. Nothing in this condition shall
exclude or limit the Company’s liability for fraudulent misrepresentation.
Each order for Goods by the Customer from the Company shall be deemed to
be an offer by the Customer to buy Goods subject to these conditions.
No order placed by the Customer shall be deemed to be accepted by the
Company until the Company delivers the Goods to the Customer.
The Customer shall ensure that the terms of its order and any applicable
specification are complete and accurate and in writing.
Any quotation is valid for a period of 30 days only from its date, provided that
the Company has not previously withdrawn it.
DESCRIPTION
All samples, drawings, descriptive matter, specifications and advertising
issued by the Company and any descriptions or illustrations contained in
the Company’s catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They
shall not form part of the Contract and this is not a sale by sample.
DELIVERY
Unless otherwise agreed in writing by the Company, delivery of the Goods shall
take place at the Customer’s place of business unless the Goods are collected
by the Customer when delivery shall take place at the Company’s place of
business.
Any dates specified by the Company for delivery of the Goods are intended
to be an estimate and time for delivery shall not be made of the essence by
notice. If no dates are so specified, delivery shall be within a reasonable time.
Subject to the other provisions of these conditions the Company shall not be
liable for any direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of business,
depletion of goodwill and similar loss), costs, damages, charges or expenses
caused directly or indirectly by any delay in the delivery of the Goods (even
if caused by the Company’s negligence), nor shall any delay entitle the
Customer to terminate or rescind the Contract unless such delay exceeds
90 days. The Customer shall provide at the Delivery Point and at its expense
adequate and appropriate equipment and manual labour for loading the
Goods.
The Company may deliver the Goods by separate instalments. Each separate
instalment shall be invoiced and paid for in accordance with the provisions of
the Contract.
Each instalment shall be a separate Contract and no cancellation or
termination of any one Contract relating to an instalment shall entitle the
Customer to repudiate or cancel any other Contract or instalment.
NON-DELIVERY
The quantity of any consignment of Goods as recorded by the Company on
despatch from the Company’s place of business shall be conclusive evidence
of the quantity received by the Customer on delivery unless the Customer can
provide conclusive evidence proving the contrary.
The Company shall not be liable for any non-delivery of Goods (including
shortage in quantity of Goods delivered) (even if caused by the Company’s
negligence) unless the Customer gives written notice to the Company of the
non-delivery or shortage in quantity within three days of the date when the
Goods would in the ordinary course of events have been received or in the
case of a shortfall in quantity the remaining Goods have been received.
Any liability of the Company in relation to this clause 5 shall be limited to
replacing the non delivered Goods within a reasonable time or issuing a credit
note at the pro rata Contract rate against any invoice raised for such Goods.
Warrington: +44 (0) 1942 433333 | Belfast: +44 (0) 2890 773750
6.
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
7.
7.1
7.2
7.3
8.
8.1
8.2
8.3
8.4
8.5
8.6
RISK/TITLE
The Goods are at the risk of the Customer from the time of delivery.
Ownership of the Goods shall not pass to the Customer until the Company has
received in full (in cash or cleared funds) all sums due to it in respect of:
(a)
the Goods; and
(b)
all other sums which are or which become due to the Company from
the Customer on any account.
Until ownership of the Goods has passed to the Customer, the Customer shall:
(a)
hold the Goods on a fiduciary basis as the Company’s bailee;
(b)
store the Goods (at no cost to the Company) separately from all other
goods of the Customer or any third party in such a way that they
remain readily identifiable as the Company’s property;
(c)
not destroy, deface or obscure any identifying mark or packaging on
or relating to the Goods; and
(d)
maintain the Goods in satisfactory condition and keep them insured
on the Company’s behalf for their full price against all risks to the
reasonable satisfaction of the Company. On request the Customer
shall produce the policy of insurance to the Company.
The Customer’s right to possession of the Goods shall terminate immediately if:
(a)
the Customer has a bankruptcy order made against him or makes
an arrangement or composition with his creditors, or otherwise
takes the benefit of any statutory provision for the time being in
force for the relief of insolvent debtors, or (being a body corporate)
convenes a meeting of creditors (whether formal or informal), or
enters into liquidation (whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction
or amalgamation, or has a receiver and/or manager, administrator
or administrative receiver appointed of its undertaking or any part
thereof, or documents are filed with the court for the appointment of
an administrator of the Customer or notice of intention to appoint an
administrator is given by the Customer or its directors or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1
to the UK Insolvency Act 1986), or a resolution is passed or a petition
presented to any court for the winding-up of the Customer or for the
granting of an administration order in respect of the Customer, or any
proceedings are commenced relating to the insolvency or possible
insolvency of the Customer; or
(b)
the Customer suffers or allows any execution, whether legal or
equitable, to be levied on his/its property or obtained against him/it, or
fails to observe or perform any of his/its obligations under the Contract
or any other contract between the Company and the Customer, or
is unable to pay its debts within the meaning of section 123 of the
Insolvency act 1986 or the Customer ceases to trade; or
(c)
the Customer encumbers or in any way charges any of the Goods.
The Company shall be entitled to recover payment for the Goods
notwithstanding that ownership of any of the Goods has not passed from the
Company.
The Customer 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 Customer’s right to possession
has terminated, to recover them.
Where the Company is unable to determine whether any Goods are the
goods in respect of which the Customer’s right to possession has terminated,
the Customer shall be deemed to have sold all goods of the kind sold by the
Company to the Customer in the order in which they were invoiced to the
Customer.
On termination of the Contract, howsoever caused, the Company’s (but not
the Customer’s) rights contained in this condition 6 shall remain in effect.
PRICE
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 price for the Goods shall be exclusive of any value added tax
Our catalogue, price lists and website contain a large number of products. It
is always possible that, despite our reasonable efforts, some of the products
may be incorrectly priced. If we discover an error in the price of any product
you have ordered we will inform you of this error as soon as possible and we will
give you the option of continuing to purchase the product at the correct price
or cancelling your order.
PAYMENT
Subject to condition 8.4, payment of the price for the Goods is due in full within
terms notified.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until the Company has
received cleared funds.
All payments payable to the Company under the Contract shall become due
immediately on its termination despite any other provision.
The Customer shall make all payments due under the Contract in full without
any deduction whether by way of set-off, counterclaim, discount, abatement
or otherwise unless the Customer has a valid court order requiring an amount
equal to such deduction to be paid by the Company to the Customer.
If the Customer fails to pay the Company any sum due pursuant to the
Contract, the Company reserves the right to claim interest under the provisions
of the Late Payment of Commercial Debts (Interest) Act 1998.
Terms & Conditions
