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| STANDARD CONDITIONS OF SALE CHECKMATE CORPORATE GIFTS 1. DEFINITIONS 1.1 “BUYER” the person who agrees to buy the goods from the Seller 1.2 “CONDITIONS” the terms and conditions of sale set out in this document 1.3 “DELIVERY DATE” the date specified by the Seller when the goods are to be delivered 1.4 “GOODS” the articles which the Buyer agrees to buy from the Seller 1.5 “PRICE” the price for the Goods excluding carriage packing insurance and VAT 1.6 “SELLER” Checkmate Corporate Gifts 2. CONDITIONS APPLICABLE 2.1 These conditions shall apply to all the contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order confirmation or similar document 2.2 All orders for Goods shall be deemed to be 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 applicable unless otherwise agreed by the Seller in writing 2.5 The Seller reserves the right to supply up to a maximum of 5% over or under the quantity if circumstances arise that the Seller has no direct control over 3. PRICE AND PAYMENT 3.1 The Price shall be the Sellers quoted price at the time of despatch. 3.2 The Price quoted is the correct price. Catalogues, websites and other promotional material produced by the Seller are correct at the time of preparation but may be amended according to price changes passed on by the Seller’s suppliers 3.3 Prices quoted exclude VAT at the standard rate 3.4 Prices quoted exclude carriage unless otherwise specified 3.5 Payment of the Price and VAT shall be due 30 days from date of invoice 3.6 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 3% above HSBC Bank’s base rate at the appropriate time and shall accrue at such a rate after as well as before any judgement 3.7 Dishonoured cheques will incur a charge of £20 on representation. All cheques will be represented 3 times unless repaired 4. THE GOODS The Seller may from time to time make changes in the Specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose for the Goods 5. WARRANTIES AND LIABILITY 5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller 5.2 The Seller shall be under no liability in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Sellers instruction, misuse or alteration or repair of the goods without the Sellers approval 6. DELIVERY OF THE GOODS 6.1 Delivery of the Goods shall be made to the Buyers nominated address of the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery 6.2 While every effort will be made by the Seller to effect delivery in accordance with any pre-arranged dates, any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in the delivery of the Goods however caused. |
6.3 If the Buyer fails to take Delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs, including insurance, of storage 6.4 Where the Goods are to be delivered in instalments, each delivery shall be deemed a separate contract and failure of the Seller to deliver any instalment in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated 7. ACCEPTANCE OF THE GOODS 7.1 The Buyer shall be deemed to have accepted the Goods 5 working days after delivery to the address nominated by the Buyer 7.2 After acceptance the Buyer shall not be entitled to reject Goods that are not in accordance with the contract 7.3 The Buyer must note any claim for short delivery and/or Goods damaged in transit on the delivery note. The Buyer should further confirm such claims in writing to the Buyer within 3 working days to the Seller in the U.K. and within 7 working days for Goods delivered elsewhere 7.4 Compliance with clause 7.3 shall be a condition precedent to any claim by the Buyer for short delivery and/or damaged Goods8. TITLE AND RISK 8.1 Risk shall pass on delivery of the Goods 8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller to the Buyer until the Buyer shall have all the monies plus VAT (if applicable) in full 8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods in a fiduciary basis as bailee for the Seller 8.4 Notwithstanding that the Goods remain the property of the Seller the Buyer may use or sell the Goods in teh ordinary purpose of business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer or on the Buyer’s own behalf and the Buyer shall deal as principal when making such sale or dealings. Until property in the Goods passes from the Seller to the Buyer the entire proceeds from the sale of the Goods shall be held in trust for the Seller and shall not be mixed with any money or paid into any overdrawn bank account and shall at all material times be identified as the Seller’s money 8.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up to the Buyer such of the Goods that have not ceased to be in existence or resold, providing the Goods are in a re-saleable condition to the Seller 8.6 The Seller shall be entitled to recover the Price plus VAT notwithstanding that property in the Goods has not passed from the Seller. This will include being able to invoice the Buyer’s customer directly if the original customer has gone into financial receivership liquidation process or payment from them is extremely unlikely due to previous defaults on commitments 9. REMEDIES OF THE BUYER 9.1 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 confirm to the contract of sale 9.2 Where the Buyer has accepted or been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods 9.3 The Seller shall not be liable to the Buyer for any subsequent losses if late or short delivery of the Goods happened beyond it’s reasonable control 9.4 The Seller shall not be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest, or other event beyond it’s reasonable control 9.5 PROPER LAW OF CONTRACT This contract is subject to the law of England and Wales and is correct at time of publication (c)June 2010 |