| 1 |
Definitions |
| 1.1 |
1.1 The definitions and rules of interpretation in this condition apply in these conditions:
'Buyer' means the person who buys or agrees to buy the goods from the Seller;
'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
‘Contract’ means the Buyer’s purchase order and the Supplier’s acceptance of it, or the Buyer’s acceptance of a quotation by the Seller in accordance with clause 3.2;
'Delivery Date' means the date specified by the Seller when the goods are to be delivered;
'Goods' means the articles which the Buyer agrees to buy from the Seller;
'Price' means the price for the Goods excluding carriage, packing, insurance and VAT; and
'Seller' means Annaghmore Agencies Ltd, 29 Annaghmore Road, Portadown, Co Armagh, BT62 1NA. |
| 1.2 |
Headings in these conditions shall not affect their interpretation |
| 1.3 |
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). |
| 1.4 |
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
| 1.5 |
A reference to writing or written includes faxes but not e-mail |
| 1.6 |
Any obligation in the Contract on a person not to do something includes, without limitation, and obligation not to agree, allow, permit or acquiesce in that thing being done. |
| 1.7 |
References to conditions are to the conditions of the Contract. |
| 1.8 |
A reference to a particular 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. |
| 1.9 |
Words in the singular include the plural and in the plural include the singular. |
| 1.10 |
A reference to one gender includes a reference to the other gender.
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| 2 |
Conditions applicable |
| 2.1 |
These Conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. |
| 2.2 |
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. |
| 2.3 |
Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions. |
| 2.4 |
Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
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| 3 |
Price and Payment |
| 3.1 |
The Price shall be the Seller's quoted price. The Price is exclusive of value added tax which shall be due at the rate ruling on the date of the Seller's invoice. |
| 3.2 |
The price for the Goods shall be exclusive of all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. |
| 3.3 |
The quoted price shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation within 30 days. |
| 3.4 |
Payment of the Price and VAT shall be due within 30 days of the date of the invoice. |
| 3.5 |
Time for payment shall be of the essence. |
| 3.6 |
The Buyer 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 Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer. |
| 3.7 |
No payment shall be deemed to have been received until the Seller has received cleared funds. |
| 3.8 |
If the Buyer fails to pay the Seller interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Ulster Bank Northern Ireland,Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment. The Seller reserves the right to claim interest under the Late Payment of Debts (Interest) Act 1998.
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| 4 |
Limitation of liability |
| 4.1 |
Subject to condition 5 and condition 7, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: |
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(a) |
any breach of these conditions |
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(b) |
any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and |
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(c) |
any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract |
| 4.2 |
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods 1979) are to the fullest extent permitted by law, excluded from the Contract. |
| 4.3 |
Nothing in these conditions excludes or limits the liability to the Seller; |
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(a) |
for death or personal injury caused by the Seller’s negligence; or |
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(b) |
under section 2(3) Consumer Protection Act 1987; or |
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(c) |
for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or |
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(d) |
for fraud or fraudulent misrepresentation. |
| 4.4 |
Subject to condition 4.2 and condition 4.3 |
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(a) |
the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the Contract price; and |
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(b) |
the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
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| 5 |
Delivery of the Goods |
| 5.1 |
Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. |
| 5.2 |
The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. |
| 5.3 |
Any dates specified by the Seller 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. |
| 5.4 |
Notwithstanding that the Seller may have delayed or failed to deliver the goods promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
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| 6 |
Acceptance of the Goods |
| 6.1 |
Subject to clause 9.1 the Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer |
| 6.2 |
After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract |
| 6.3 |
No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without the prior written approval of the Seller in accordance with the Seller’s returns authorisation procedure and on terms to be determined at the absolute discretion of the Seller. |
| 6.4 |
If the Seller agrees to accept any such goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original shipping carton |
| 6.5 |
Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
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| 7 |
Non-delivery |
| 7.1 |
The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. |
| 7.2 |
The Seller shall not be liable for any non-delivery of goods (even if caused by the Seller’s negligence) unless the Buyer gives written notification within 3 days of the date when the Goods would in the ordinary course of events have been received. |
| 7.3 |
Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such goods.
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| 8 |
Damage to Goods |
| 8.1 |
The Buyer must notify the Seller in writing of damage to Goods within 3 days of the date when the Goods would in the ordinary course of events have been received. |
| 8.2 |
The Buyer shall notify the Seller if the Goods are not received within 3 days of the date of invoice. |
| 9 |
Description of Goods |
| 9.1 |
The quantity and description of the Goods shall be as set out in the Seller’s quotation or acknowledgement of order. |
| 9.2 |
If the Goods received by the Buyer are not those as set out per clause 10.1 the Buyer must notify the Seller in writing within 3 days of the date when the Goods would in the ordinary course of events have been received. |
| 9.3 |
All samples, drawings, description matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in tiers. They shall not form part of the Contract and this is not a sale by sample.
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| 10 |
Title and risk |
| 10.1 |
The Goods are at the risk of the Buyer from the time of delivery. |
| 10.2 |
Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: |
| |
(a) |
the Goods; and |
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(b) |
all other sums which are or which become due to the Seller from the Buyer on any account. |
| 10.3 |
Until ownership of the Goods has passed to the Buyer, the Buyer shall: |
| |
(a) |
hold the Goods on a fiduciary basis as the Seller’s bailee; |
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(b) |
store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property; |
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(c) |
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and |
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(d) |
maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller. |
| 10.4 |
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: |
| |
(a) |
any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and |
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(b) |
any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale. |
| 10.5 |
The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of Any of the Goods has not passed from the Seller |
| 10.6 |
The Buyer grants the Seller, 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. |
| 10.7 |
Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer. |
| 10.8 |
On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this condition 11 shall remain in effect.
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| 11 |
Use of the Goods |
| |
The Goods which comprise of furniture items are for domestic use only and the Seller shall not be liable for any loss or damage arising from use of the goods other than for the stated use.
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| 12 |
Remedies of Buyer |
| 12.1 |
Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the Contract of sale. |
| 12.2 |
Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods. |
| 12.3 |
The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
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| 13 |
Data Protection |
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The Buyer acknowledges and agrees that details of the Buyer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Seller in connection with the Goods.
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| 14 |
Force Majeure |
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The Seller shall have no liability to the Buyer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Buyer of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
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| 15 |
Waiver |
| 15.1 |
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. |
| 15.2 |
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
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| 16 |
Entire Agreement |
| 16.1 |
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. |
| 16.2 |
Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract). |
| 16.3 |
Nothing in this condition shall limit or exclude any liability for fraud
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| 17 |
Agreement |
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Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
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| 18 |
Governing Law and Jurisdiction |
| 18.1 |
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of Northern Ireland. |
| 18.2 |
The Parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter. |
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contact us: ccurran@annaghmore-agencies.com |
