In these conditions ‘the company” means Ashley Manor Upholstery Limited – “the customer* means the person firm or company or other body agreeing to purchase the goods as hereinafter defined from the company. “The goods”’ means the goods agreed by the customer to be purchased from the company.
These conditions shall form the basis of all contracts between the company and the customer. Notwithstanding anything to the contrary in the customers standard conditions of purchase (if any), these conditions shall apply except so far as expressly agreed in writing by an authorised officer of the company. No servant or agent of the company has power to vary these conditions orally or to make representations or promises about the condition of the goods, their fitness for any purpose or any other matter whatsoever.
- Order Acceptance
Unless otherwise expressly stated in writing all quotations and estimates by the company are invitations to treat. The customer’s order is an offer and shall become binding upon acceptance by the company. The contract arising on such acceptance may only be cancelled or varied with the company’s consent: the giving of the company’s consent shall not in any way prejudice the company’s right to recover from the customer full compensation for any loss or expense arising from such cancellation or variation.
(i) Nothing in this condition shall exclude the company’s liability for death or personal injury arising from any defect in the goods.
(ii) The customer shall carry out a thorough inspection of the goods after delivery and shall give written notification to the company within 21 days of delivery of any defects which a reasonable examination would have revealed or where the goods are of an incorrect specification;
(iii) Unless sold to a third party the customer shall properly pack any of the goods which are defective for collection by the company:
(iv) Subject to compliance with the above obligations (i) to (iii), which shall be a condition precedent to the company’s liability, the company will at its option repair or replace, using identical materials or where unavailable similar materials of equivalent quality, any goods of the company’s manufacture which are defective due to faulty materials or workmanship and of which defects it has received written notification from the customer within 12 months of delivery;
(v) The customer agrees to accept the repair or replacement under (iv) above in full satisfaction of any claim it may have arising from the supply of the goods repaired or replaced;
(vi) All terms implied by statute as to description merchantable quality and fitness for purpose are excluded from the contract;
(vii) The company shall not be liable for any consequential loss or damage howsoever caused. It shall be the duty of the customer to insure against such consequential loss or damage and to hold the company harmless therefrom.
(i) Unless otherwise stated the goods will be delivered carriage paid to the customers address. The company will deliver as near as possible to the customers said address as exists a safe and adequate access thereto. The customer shall provide at his own expense adequate unloading facilities plant and labour during normal working hours;
(ii) The customer shall note any claim for short delivery on the company’s delivery note at the time of delivery and shall make any claim for short delivery in writing to the company within 3 working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery. If short delivery occurs the customer undertakes not to reject the goods but to accept the goods delivered as part performance of the contract;
(iii) The company undertakes to use its best endeavours to despatch the goods on any agreed delivery date but time of delivery shall not be of the essence of the contract. If delivery is delayed by strikes, lock-outs, fire, accidents, delays in receipt of raw materials or bought in goods or components or any cause beyond the reasonable control of the company a reasonable extension of time for delivery related to such cause shall be granted by the customer who shall make no claim for any loss thereby arising;
(iv) If the customer fails to take delivery on the agreed delivery date or if no specific delivery date has been agreed when the goods are ready to despatch, the company shall be entitled to store and insure the goods and to charge the customer the reasonable cost of so doing and to tender its account for the price under condition 7. Alternatively the company may sell the goods elsewhere at such price as the company can reasonably obtain in which case the customer will be liable to the company for the difference between the price the customer has agreed with the company and the price obtained elsewhere together with all costs of storage and administration incurred by the company in consequence.
- Cost Variation
(i) All prices agreed by the company are, unless otherwise stated, based on the then current cost of production including (but not limited to) costs of labour materials carried and overheads and are subject to increase on or after acceptance to meet any rise in such costs;
(ii) All prices descriptions and specifications given in price lists catalogues and other publicity material are subject to variation at any time without notice.
- Terms of Sale
(i) Unless otherwise expressly agreed:
(a) The customer shall pay the price for the goods strictly nett on or before the thirtieth day following delivery of the goods and shall pay interest on overdue accounts of 3% above Lloyds Bank plc base rate, accruing daily;
(b) The price is exclusive of V.A.T: The company shall be entitled to charge the customer in addition to the price V.A.T or any government tax or levy in substitution therefor at the rate prevailing at the date of the company’s invoice;
(ii) The title to the goods shall pass to the customer only when the customer has paid all sums owing to the company howsoever arising. The risk in the goods shall pass on delivery and the customer shall insure against all loss and damage to the goods. The customer irrevocably authorises the company and its duly authorised servants and/or agents to enter upon the customer’s premises for the purpose of repossessing the goods where the title therein has not passed to the customer;
(iii) The customer shall pay all accounts in full and not exercise any rights of set off or counter claim against invoices submitted.
- English Law
The company and the customer agree that the contract is an English contract and that English Law shall be the proper law of the contract.