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1. Definitions
Buyer:
the person who buys or agrees to buy the goods from the
Seller.
Conditions:
the terms and conditions of sale as set out in this document
and any special terms and conditions agreed in writing by the Seller.
Goods
:
the articles which the Buyer agrees to buy from the
Seller.
Price:
the price for the Goods, excluding VAT and any carriage,
packaging and insurance costs.
Seller:
means The American BBQ Company (Europe) Limited t/a The
American BBQ Company of Unit 13, Maylands Business Centre, Redbourn Road, Hemel Hempstead, Herts
HP2 7ES.
2. Conditions
2.1 These Conditions shall
form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods,
to the exclusion of all other terms and conditions including the Buyer’s standard conditions of
purchase or any other conditions which the Buyer may purport to apply under any purchase order or
confirmation of order or any other document.
2.2 All orders for Goods shall
be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these
Conditions.
2.3 Acceptance of delivery of
the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these
Conditions.
2.4 These Conditions may not
be varied except by the written agreement of a director of the Seller.
2.5 These Conditions represent
the whole of the agreement between the Seller and the Buyer. They supersede any
other conditions previously issued.
3. Price
The Price shall be the price quoted on the Seller’s
confirmation of order. The Price is exclusive of VAT which shall be due at the rate in
force on the date of the Seller’s invoice.
4. Payment and Interest
4.1 Payment of the Price and
VAT shall be due prior to the delivery of the goods unless agreed otherwise in writing by a
director of the Seller.
4.2 Where the Goods have to be
built to order or shipped from overseas the Buyer will be required to pay the Seller a
non-returnable deposit equivalent to 50% of the Price.
4.3 Interest on overdue
invoices shall accrue from the date when payment becomes due calculated on a daily basis until the
date of payment at the rate of 4% per annum above the Bank of England base rate from time to time
in force. Such interest shall accrue after as well as before any judgment.
4.4 The Buyer shall pay all
accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted
by the Seller.
5. Goods
The quantity and description of the Goods shall be as set out
in the Seller’s confirmation of order.
6. Warranties
6.1 The Seller warrants that
the Goods will at the time of delivery correspond to the description given by the Seller in the
confirmation of order.
6.2 A manufacturer’s limited
warranty will apply to the Goods from the earlier of either the delivery date shown on the Seller’s
confirmation of order or the date on which the Buyer took delivery of the Goods. No other
guarantees, warranties or offers will apply. The warranty will apply to the original Buyer only and
is non-transferable.
6.3 The Buyer will be solely
responsible for arranging or carrying out any repairs to the Goods. Where the cost of such repairs
is covered by the manufacturer’s limited warranty the Buyer will first submit reasonable labour
costs to the Seller for the Seller’s prior approval, such approval to be given in a timely
manner.
6.4 The Buyer shall at all
times operate and maintain the Goods in accordance with the manufacturer’s instructions or the
written instructions of the manufacturer’s authorised representative. The Buyer
agrees that failure to do so shall invalidate the manufacturer’s warranty.
7. Delivery of the Goods
7.1 Delivery of the Goods
shall be made to the Buyer’s delivery address. The Buyer shall make all
arrangements necessary to take delivery of the Goods on the day notified by the Seller for
delivery.
7.2 The Seller undertakes to
use its reasonable endeavours to despatch the Goods to arrive at the Buyer’s address on an agreed
delivery date, but does not guarantee to do so. Time of delivery shall not be of
the essence of the contract.
7.3 The Seller shall not be
liable to the Buyer for any loss or damage whether arising directly or indirectly from the late
delivery or short delivery of the Goods. If short delivery does take place, the
Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of
the contract.
7.4 If the Buyer fails to take
delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed,
when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods
and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall inspect
the Goods on delivery for any damage to the packaging material and shall immediately notify the
person(s) delivering the Goods and the Seller of any defects.
8.2 The Buyer shall be deemed
to have accepted the Goods 48 hours after delivery to the Buyer.
8.3 The Buyer shall carry out
a thorough inspection of the Goods within 48 hours of delivery and shall give written notification
to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable
examination would have revealed.
8.4 Where the Buyer has
accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject
Goods which are not in accordance with the contract.
8.5 The Buyer accepts that
Goods manufactured with a stainless steel finish may from time to time appear to show superficial
defects caused by the reflection of light from uneven surfaces caused by the manufacturing process
and shall not be entitled to reject Goods on the grounds of such defects.
9. Title and risk
9.1 Risk shall pass on
delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the
earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the
Buyer until the amount due under the invoice for them (including interest and costs) has been paid
in full.
9.3 Until title passes the
Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can
at all times be identified as the property of the Seller.
9.4 The Seller may at any time
before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell
all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal
in them; and
9.4.2 for that purpose (or determining what if
any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the
Buyer.
9.5 The Seller may maintain an
action for the price of any Goods notwithstanding that title in them has not passed to the
Buyer.
10. Invalidity
If any part of these terms and conditions is unenforceable
(including any provision in which we exclude our liability to you) the enforceability of any other
part of these conditions will not be affected.
11. Liability
11.1 The Buyer will be responsible for all
claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of the
Buyer’s breach or default in the discharge of the Buyer’s obligations.
11.2 The Seller will not be liable for any
claims, damages, costs and expenses suffered or incurred by the Buyer or a third party in the event
of the Buyer’s failure to operate and maintain the Goods in accordance with the manufacturer’s
instructions or the written instructions of the manufacturer’s authorised representative.
11.3 Where carrying out work on the Buyer’s
premises and or installing equipment, the Seller will not be liable for any claims, damages, costs
and expenses suffered or incurred by the Buyer or a third party as a result of such work or
installation.
12. Cancellation
12.1 Where the Buyer cancels an order
placed for Goods that have to be built to order or shipped from overseas, the Buyer will forfeit
any deposits paid to the Seller under Clause 4.2
12.2 All other orders that have been paid
for are non-cancellable unless subsequently agreed in writing by a director of the Seller. Such
agreement will include a charge for the removal and recovery of the Goods, a charge for wear and
tear or any other damage to the Goods, and an administrative charge. These
charges will be deducted by the Seller from the amount paid by the Buyer in respect of the Price,
with the balance returned to the Buyer within 30 days of the Goods’ recovery.
13. Governing Law and Jurisdiction
Parties to this Agreement agree to submit to the exclusive
jurisdiction of the courts of England and Wales.
14. Entire Agreement
This Agreement contains the entire agreement between the
parties relating to the subject matter and supersedes any previous agreements, arrangements,
undertakings or proposals, oral or written.
15. Third Party Rights
Nothing in this Agreement is intended to, nor shall it confer
any rights on a third party.
16. Changes to Terms and Conditions of
Business
The Seller reserves the right to make minor changes to this
Agreement from time to time. Any major changes will only be made with the Buyer’s
agreement.
17. Data Protection
The Buyer consents to the
computer storage and processing of the Buyer’s data by the Seller in connection with this Agreement
and to the transmission of this data across the Seller’s company and its business partners for the
purposes of our legitimate interests including statistical analysis, marketing of our services and
credit control. If the Buyer breaches this Agreement, the Buyer’s data may be disclosed or passed
to third parties to the extent necessary to assist recovery procedures.
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