6th January 2009, Tuesday
Item(s) (
Terms and Conditions
1. Definitions
1.1 In these Terms and Conditions:-
“Buyer” means the person, firm or company purchasing the Products in accordance with these Terms“Contract” means any agreement between the Buyer and the Seller for the sale and purchase of the Productsincorporating these Terms“Distance Sales” means the supply of any Products ordered by the Buyer over the internet, telephone or by fax ormail order“Products” means the products (including any part or parts of them) which the Seller is to supply in accordancewith any Contract“Seller” means Simply Home Office Limited, a company registered in England and Wales with company number5870023 and whose registered office is at 54 Norcot Road, Tilehurst, Reading, Berkshire RG30 6BU“Terms” means the Seller’s standard terms of sale set out in this document“Warranty Period” means a period of 12 months unless otherwise specified by the Seller in relation to the particularProducts the subject of the Contract
2. Basis of Sale
2.1 These Terms shall override any contrary, different or additional terms contained on or referred to in any documents or correspondence from the Buyer and no additions or amendments to these Terms will bind the Seller unless expressly agreed to in writing by a person authorised to do so on the Seller’s behalf.
2.2 Any typographical or other error in any quotation, price list, invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.3 The Buyer shall be responsible for ensuring the accuracy of any order.
2.4 The Seller reserves the right to make any changes in the specification of the Products to comply with EU or other statutory requirements.
2.5 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this Term shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
2.6 Each order or acceptance of a quotation for Products by the Buyer from the Seller shall be deemed to be on offer by the Buyer to buy the Products subject to these Terms.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided the Seller has not previously withdrawn it.
3. Prices and Payment
3.1 Prices for the Products are quoted inclusive of VAT, standard packaging and delivery. Installation of the Products is included where specified in the acknowledgement of order.
3.2 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller.
3.3 The Buyer shall pay the price of the Products in pounds sterling at the point of order for Distance Sales, or within 7 days of the invoice date
3.4 If the Buyer fails to pay with cleared funds by the due date then without limiting any other right or remedy which the Seller may have, it may:-
3.4.1 cancel the Contract or suspend deliveries of the Products to the Buyer;3.4.2 charge interest on the amount unpaid at the statutory interest rate contained in the Late Payment of Commercial Debts (Interest) Act until payment is made in full; or3.4.3 require the Purchaser to make immediate payment of all sums then due notwithstanding any previous agreement.
3.5 All payments are payable to the Seller under the Contract immediately on its termination despite any other provision.
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 The Buyer may cancel the Contract at any time within 7 working days of receipt of the Products. In the case of Products which are made to the Buyer’s specification, the Buyer will not have the right to cancel the Contract by giving notice of cancellation. Payment will be refunded in full within 7 days of receipt of notice of cancellation in writing from the Buyer or following dispatch, satisfactory receipt of Products that have been returned to the Seller at the Buyer's expense.
3.8 Contracts cannot be cancelled and the Products returned when the Products have been:
3.8.1 used by the Buyer;3.8.2 damaged and the damage was caused after delivery of the Product; or3.8.3 installed and/or assembled.
4. Delivery
4.1 Any dates quoted for delivery are approximate only and the Seller shall not be liable for any delay in delivery of the Products.
4.2 In the case of delivery to premises other than those of the Buyer or of difficulties arising during delivery the Seller may make additional charges for transport, packaging and insurance.
4.3 The Seller shall not be liable to the Buyer for any direct, indirect or consequential loss, costs or damages or expenses caused directly or indirectly by any failure to deliver the Products arising from any cause beyond the Seller’s reasonable control or the Buyer’s default, including failure to give the Seller adequate delivery instructions.
4.4 In the event that the Seller or its nominated representative is unable to deliver the Products to the Buyer due to the fault of the Buyer, the Seller shall charge the Buyer for any subsequent attempts to deliver the Products.
4.5 Risk in the Products shall pass to the Buyer upon delivery.
4.6 If the Buyer fails or refuses to take delivery of the Products the Seller may resell the Products and charge the Buyer for any shortfall and carriage charges applicable for the attempted delivery.
4.7 The Seller may deliver the Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 The Seller shall not be liable for any non-delivery of Products (even if caused by the Seller’s negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 5 days of the date when the Products would in the ordinary course of events have been received.
4.9 Any liability of the Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Products.
4.10 Claims for property damage during delivery will not be accepted unless assessed and acknowledged by the Seller's delivery team at the time of delivery, is written on the delivery note and signed by both the Buyer and Seller's representatives. Subsequent claims will not be accepted.
5. Warranties and Liability
5.1 As the Seller is not the manufacturer of the Products, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller for the Warranty Period.
5.2 Subject to the following, the Seller warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for the Warranty Period from the date of delivery.
5.3 All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
5.4 Any claim by the Buyer based on any defect in the quality or condition of the Products or failure to correspond to their specification shall be notified to the Seller in writing within 7 days from the date of delivery or, if the defect was not apparent, as soon as practicable after first discovery of the defect. The Seller shall be given a reasonable opportunity after receiving the notice of examining such Products and the Buyer shall (if asked to do so by the Seller) return such Products to the Seller’s place of business at the Seller’s cost.
5.5 The Seller shall not be liable for breach of the warranties in clause 5.1 if:
5.5.1 the Buyer makes further use of such Products after giving such notice;5.5.2 the defect arises because the Buyer failed to follow the Seller’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or5.5.3 the Buyer alters or repairs the Products without the written consent of the Seller.
5.6 Where a valid claim is notified to the Seller the Seller may replace or repair the Products free of charge or, at the Seller’s sole discretion, refund to the Buyer the price paid for the Products. If the Seller complies with this clause it shall have no further liability for breach of the warranty in clause 5.1 in respect of such Products.
5.7 Nothing in these Terms excludes or limits the liability of the Seller:
5.7.1 for death or personal injury caused by the Seller’s negligence; or5.7.2 under section 2(3) of the Consumer Protection Act 1987; or5.7.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or5.7.4 for fraud or fraudulent misrepresentation.
5.8 Subject to clause 5.7:
5.8.1 the Seller’s total liability shall be limited to the Contract price; and5.8.2 the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case, whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arises out of or in connection with the Contract.
6. Insolvency of Buyer
6.1 If the Buyer shall:-
6.1.1 (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation or have a receiver appointed over any of the property or assets of the Buyer; or6.1.2 if the Buyer ceases or threatens to cease to carry on business; or6.1.3 the Seller reasonably believes that any of the above events is about to occur and notifies the Buyer accordingly then, without limiting any of its other rights or remedies, the Seller may cancel the Contract or suspend any further deliveries of the Products without any liability to the Buyer.
6.2 If the Buyer becomes insolvent in the circumstances set out in clause 6.1.1 nothing in the Contract shall confer on any third party the right to enforce any benefit or right under the Contract
7. Retention of Title
7.1 Notwithstanding delivery of the Products, the title in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by the Seller to the Buyer for which payment is then due.
8. General
8.1 If any provision in these Terms shall be held to be illegal, invalid or unenforceable in whole or in part under any enactment or rule of law such provision or part of such provision shall to that extent be deemed not to form part of these Terms but the validity and enforceability of the remainder of these Terms and the remainder of such provision shall not be affected.
8.2 The delay or failure of the Seller to insist upon the performance of any provisions of these Terms shall not be construed as a waiver of the Seller’s rights to require performance of such provisions and the Buyer’s obligations shall continue in full force and effect.
8.3 Any waiver by the Seller of any breach of, or any default under any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
8.4 The parties to the Contract do not intend that any Term shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
8.5 The Contract shall be governed by the laws of England and the Seller and Buyer hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
