Terms and conditions
IHR IDEAL HOME RANGE UK LTD – GENERAL CONDITIONS OF SALE
1. DEFINITIONS
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered.
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.
1.6 ‘Seller’ means IHR Ideal Home Range UK Ltd.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation or order or similar document.
2.2 All orders for Goods shall be deemed 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 inapplicable unless agreed in writing by the Seller.
3. THE PRICE, PAYMENT AND FAILURE OF PAYMENT
3.1 The price of the Goods shall be the Seller’s quoted price which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation within 30 days. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice.
3.2 The Seller reserves the right to change the Price without notice at any time between the Buyer’s acceptance and the Delivery Date.
3.3 Payment of the Price and VAT shall be due as per the agreed payment terms of your account. Time for payment shall be of the essence.
3.4 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 2% above Lloyds Bank plc’s base rate from time to time in force and shall accrue at such a rate as well as before any judgment.
3.5 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.5.1 suspend or cancel deliveries of any articles due to the Buyer; and/or
3.5.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.5.3 withdraw the credit account, altering it to a proforma account only.
4. THE GOODS
The quantity and description of the Goods shall be set out in the Seller’s quotation.
5. WARRANTIES AND LIABILITIES
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller’s specification) relating to the quality and/or or fitness for purpose of the Goods or any of the Goods are excluded.
5.3 The specification(s) and design(s) of the Goods (including the copyright, design right or other intellectual property in them shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
5.4 The Seller may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.
5.5 The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
5.6 Nothing in these conditions excludes or limits the liability of the Seller: 5.6.1 for death or personal injury resulting from the Seller’s negligence; or
5.6.2 under section 2(3) Consumer Protection Act 1987; or
5.6.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
5.6.4 for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Seller.
5.7 Subject to clause 5.6, the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Price paid by the Buyer for the Goods.
5.8 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 arise out of or in connection with the Agreement.
5.9 If the Seller’s performance of its obligations under the agreement is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, the Seller shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
5.10 The Buyer shall be liable to pay to the Seller, on demand, all reasonable costs, charges or losses sustained or incurred by the Seller (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss of damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the agreement, subject to the Seller confirming such costs, charges and losses to the Buyer in writing.
6. DELIVERY OF GOODS
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. Any Delivery Date given is approximate and not guaranteed. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller may deliver the Goods by separate instalments and each separate instalment shall be accepted, invoiced and paid for in accordance with these conditions.
6.3 The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Seller (at the sole option of the Seller):
6.3.1 without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
6.3.2 to treat this contract as repudiated by the Buyer.
6.4 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
7.3 If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s cost returns such Goods to the Seller before the date when payment of the Price is due.
7.4 Should any Good be damaged or faulty the Buyer shall notify the Seller within 48 hours of receipt of such Goods. The Seller will raise a credit against the original invoice.
8. TITLE AND RISK
8.1 The Goods are at the risk of the Buyer from the time of delivery.
8.2 Title in the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
8.2.1 the Goods; and
8.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
8.3 Until title in the Goods has passed to the Buyer, the Buyer shall:
8.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
8.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods in satisfactory condition.
8.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
8.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
8.4.2 any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
8.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
8.5.1 the Buyer becomes insolvent, bankrupt, enters into liquidation, enters into a voluntary arrangement, appoints a receiver or such similar event in any jurisdictions save for the purposes of a solvent reconstruction; or
8.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Agreement or any other Agreement between The Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
8.5.3 the Buyer encumbers or in any way charges any of the Goods.
8.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
8.7 The Buyer grants the Seller, its agents and employees an irrevocable licence 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.
8.8 Where the Seller 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 such Goods in the order in which they were invoiced to the Buyer.
8.9 On termination of the Agreement, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this clause 8 shall remain in effect.
9. WAIVER
9.1 If the Seller fails, at any time during the term of a contract, to insist upon strict performance of any of the Buyer’s obligations under the contract or any of these terms and conditions, or if the Seller fails to exercise any of the rights or remedies to which the Seller is entitled under the contract, this shall not constitute a waiver of such rights or remedies and shall not relieve the Buyer from compliance with such obligations.
9.2 A waiver by the Seller of any default shall not constitute a waiver of any subsequent default
10. EVENTS OUTSIDE THE SELLER’S CONTROL
10.1 The Seller will not be liable or responsible for any failure to perform, or delay in performance of, any of the Seller’s obligations under a contract that is caused by events outside the Seller’s reasonable control (Force Majeure Event).
10.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond the Seller’s reasonable control and includes in particular (without limitation) the following:
10.2.1 Strikes, lock-outs or other industrial action.
10.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
10.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
10.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
10.2.5 Impossibility of the use of public or private telecommunications networks.
10.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
10.3 The Seller’s performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and the Seller will have an extension of time for performance for the duration of that period. The Seller shall use reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which the Seller’s obligations under the contract may be performed despite the Force Majeure Event.
11. SEVERABILITY
If any of these terms and conditions or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12. ENTIRE AGREEMENT
12.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between the Seller and the Buyer in relation to the subject matter of any contract and supersede any prior agreement, understanding or arrangement between the Seller and the Buyer, whether oral or in writing.
12.2 Both the Seller and the Buyer each acknowledge that, in entering into a contract, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such contract except as expressly stated in these terms and conditions.
12.3 Neither the Seller or the Buyer shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
14. LAW & JURISDICTION
Contracts for the purchase of Goods from the Seller and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.