The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: The Vale London.
Contract: any contract between the Company and the Buyer 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 Buyer by the Company (including any part or parts of them).
Intellectual Property: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in goodwill, rights in confidential information, domain names and all similar rights and in each case whether registered or not.
Working Day: means a day other than a Saturday, Sunday or public holiday in the United Kingdom.
Condition headings do not affect the interpretation of these conditions.
2. Application of Terms
The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
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 director of the Company.
No order placed by the Buyer shall be deemed to be accepted by the Company until the Company either acknowledges the Buyer’s order or delivers the Goods, whichever is the earlier; and where a pro-forma invoice is issued, the Company receives cleared funds.
The conditions printed on the Company’s price lists from time to time, will be incorporated in the Contract in addition to the conditions herein.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in its catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them but may differ upon reproduction via other paper or electronic media. They shall not form part of the Contract and this is not a sale by sample.
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Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business.
The Company's standard delivery is Monday to Friday between the hours of 08:00 and 18:00. The Company shall use reasonable endeavors to ensure that Goods ordered by 11.00am are delivered by 18:00 the next Working Day. Goods which are ordered and are required to be palletized shall be delivered between 1 and 3 Working Days after dispatch.
The Buyer shall ensure that it is available to accept delivery of the Goods between the Company's standard delivery hours as set out in clause above. The Buyer should notify the Company in writing if it is not going to be available to accept delivery of the goods.
If for any reason the Buyer fails or refuses to accept delivery of any of the Goods, including not being available to accept delivery of the Goods, then the Company shall:
attempt to redeliver the Goods on the next Working Day; or after re-delivery attempts
store the Goods until delivery can be made at the Buyer’s own risk and expense;
Where delivery has been attempted and refused the Buyer shall pay all costs associated with the redelivery of the Goods.
The Company shall not be liable for any loss caused by any delay in the delivery of the Goods nor shall any delay entitle the Buyer to terminate or rescind the Contract.
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.
The Company may deliver the Goods by separate instalments. Each instalment shall be a separate Contract and invoiced and paid for in accordance with the provisions of the Contract.
Pallet Delivery - The Buyer shall visibly inspect the palletized consignment at the time of delivery and if it notices any damage to the packaging or the pallet then it shall note this on the driver’s delivery note, or refuse to accept the delivery. Where damage to the packaging has been noted on the driver’s delivery note, the Buyer will also inform the Company in writing within 2 Working Days of delivery of the Goods.
Parcel Delivery - The Buyer shall visibly inspect the Goods and if it notices any damage to the packaging then it shall note this with the delivery driver, and the Buyer shall, at its discretion accept or refuse the delivery. Where damage to the packaging has been noted, the Buyer will also inform the Company in writing within 2 Working Days of delivery of the Goods.
The Buyer shall perform a visual inspection of the Goods following delivery and shall notify the Company within 7 Working Days of the Goods being delivered of any damage or defect to the Goods.
If the Buyer will be responsible for installing the Goods, the Buyer shall test the Goods prior to installation and shall notify the Company within 2 Working Days if any mechanical or electrical faults to the Goods are detected during such testing. If the Buyer is not responsible for installing the Goods, the Buyer shall take all reasonable steps to ensure that the person who will be responsible for installing the Goods is informed that the Goods must be tested prior to installation and that such person must notify the Company within 2 Working Days if any mechanical or electrical faults to the Goods are detected during such testing.
The Buyer shall take all reasonable steps to ensure that the end user customer of the Goods is informed that the Goods should be properly maintained, as per the written maintenance instructions that are included with the Goods, including, but not limited to, periodic cleaning of the Goods (the frequency of which depends where the Goods are installed), use of approved cleaning products and the periodic tightening of shades and shade rings.
The Company does not offer Goods on a sale or return basis. Where Goods have been supplied to a Buyer which have been altered, are bespoke or are manufactured to that Buyer's requirements Goods will not be authorised for return save for where they are defective and such defect is notified to the Company in accordance with clause 4.4 to 4.10 inclusive.
The Buyer must notify the Company within 5 Working Days of the Buyer accepting delivery of the Goods if the Buyer has incorrectly ordered the Goods. The Buyer shall not be entitled to return any goods which have been incorrectly ordered. If the Company agrees to the Buyer returning any Goods which have been incorrectly ordered, the Buyer will receive written notice of the same from the Company and it will be subject to a handling fee. The Buyer is not authorised to return Goods until it is in receipt of such written notice from the Company. Following inspection by the Company of any returned Goods and subject to the Company's absolute discretion, a credit will be issued provided that the Goods have been returned to the Company in their original packaging, not damaged and in full working order. If the Goods or packaging are damaged when returned the Company reserves the right to increase the handling fee or to cancel the offer of credit.
If the Buyer returns Goods to the Company without first obtaining the Company's consent to return the Goods then it shall be the Buyer's responsibility to arrange for collection of the Goods. The Company will notify the Buyer that the Goods have been repackaged for collection and provide a date that the Goods must be collected by. If the Goods are not collected by the given date they will be disposed of and the Company shall not be liable for any loss as a result of such disposal.
The Company shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the invoice date. Any liability of the Company for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate.
The Goods are at the risk of the Buyer from the time of delivery or if the Buyer refuses or fails to accept delivery in accordance with clause 4 then risk passes to the Buyer when delivery is attempted.
Ownership of the Goods shall not pass to the Buyer until the Company has received all sums due to it in respect of the Goods; and all other sums which are or which become due to it from the Buyer. Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis and store the Goods separately from all other goods and ensure that the Goods remain clearly identifiable as the Company's property.
The Buyer may resell the Goods before ownership has passed to it under the condition that any sale shall be affected in the ordinary course of the Buyer's business at full market value with the written consent of the Company and the Buyer shall deal as principal only.
The Buyer's right to possession of the Goods shall terminate immediately and the Goods shall be returned to the Company if the Buyer becomes subject to an administration order or winding-up petition, becomes bankrupt or has a receiver appointed.
The Buyer grants the Company, its agents and employees an irrevocable license 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. Where the Company 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 Company to the Buyer in the order in which they were invoiced to the Buyer.
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 Company reserves the right to amend the price of its goods without notice.
Payment is due on the last day of the month following that in which the goods were invoiced. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due until the date payment is made at the annual rate of 4% above the base lending rate from time to time quoted by Lloyds Bank.
The Company warrants to the Buyer that products purchased (excluding lamps) will be free from defects in materials and workmanship for 12 months from date of delivery to the buyers place of business or nominated address. All other warranties and conditions implied by law (whether under any statute, regulation, directive or otherwise) regarding the quality and fitness of the Goods are hereby excluded to the maximum extent permitted provided always that nothing herein shall affect any rights that the Buyer may have as a consumer.
The Company shall not be liable for a breach of the warranty in condition 10.1 unless the Buyer gives written notice of the defect to the Company within 7 Working Days of the time when the Buyer discovers or ought to have discovered the defect and the Company is given a reasonable opportunity to examine such Goods. The Buyer shall return the Goods at its own expense to the Company’s place of business for examination. The Buyer shall not return Goods until in receipt of written authorisation of the same from the Company.
If Goods are returned to the Company by the Buyer as being faulty but upon inspection and testing no fault is discovered the Goods shall be returned to the Buyer at its own cost or will be made available for the Buyer to collect from the Company’s place of business. If the Buyer does not collect the Goods by a given date the Company reserves the right to dispose of the Goods. If Goods are alleged to be faulty and the Company agrees to inspect those Goods at the place where they have been installed, in the event that it is subsequently determined that the Goods are not faulty the Buyer shall reimburse the Company for all costs and expenses reasonably incurred by it in carrying out that inspection (including but not limited to an amount to cover the time spent by Company's own personnel).
The Company shall not be liable for a breach of the warranty in condition 10.1 if:
the Buyer (or any subsequent purchaser of the Goods) alters or repairs such Goods without the written consent of the Company; and/or
the Buyer (or any subsequent purchaser of the Goods) fails to properly maintain the Goods in accordance with the Company’s written maintenance instructions. Refer to Clause 4.11.
Subject to condition 10.5 and condition 10.6, if any of the Goods do not conform with the warranty in condition 10.1 the Company shall at its discretion repair or replace such Goods (or the defective part). If the defective product cannot be repaired and the same product is no longer available, The Vale London will provide an alternative product which The Vale London determines is of a similar specification and quality or refund the price of such Goods at the pro rata Contract rate.
Any Goods replaced shall belong to the Company and any repaired or replaced Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
11. Intellectual Property/Reproduction of Images
The Company's Intellectual Property In the Goods and all associated materials (including packaging and advertising materials) shall remain the exclusive property of the Company at all times. Any reproduction or use of the Company’s Intellectual Property shall not be permitted unless prior written consent is obtained from the Company.
12. Limitation of Liability
Subject to clause 12.2, the Company shall not be liable for:
consequential, indirect or special losses; or
(whether indirect or direct) loss of profit, loss of contract, loss of use, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) or harm to reputation or loss of or damage to goodwill.
The limitations on liability as set out in clause 12.1 shall not apply to any matter which it would be illegal for it to exclude liability.
The Company's total liability shall be limited to the price payable for the Goods.
13. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.