14th January 2019
Chantelle Lighting Conditions of Sale
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 Chantelle Lighting Group Limited of Unit 36,Lomeshaye Business Village, Nelson, Lancashire, BB9 7DR
2 CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods and for the provision of services 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 of 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 PRICE AND PAYMENT
3.1 The Price of the Goods shall be the Seller's quoted price and shall be binding on the Seller provided that the Buyer shall accept the Seller's quotation within 30 days. The Seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the Contract of Sale which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuation, taxes and duties and the cost of labour, materials and other manufacturing costs).
3.2 The Price is exclusive of VAT, which shall be due at the rate ruling on the date of the Seller's invoice.
3.3 Payment of the Price and VAT shall be due:
3.3.1 in circumstances where the Seller has confirmed to the Buyer that they have an approved account with the Seller, within 30 days from end of month: or
3.3.2 where the Buyer does not have an approved account payment of the price and VAT shall be due before the Delivery Date and time for payment shall be of the essence. The Seller shall not be bound to deliver the goods until the Buyer has paid for them. Time for payment shall be of the essence.
3.4 If the Buyer fails to make any payments on the due date then without prejudice to any of the Sellers other rights the Seller may:
3.4.1 suspend or cancel deliveries of any articles due to the Buyer; and/or
3.4.2 appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract of the Buyer) as Seller may in its sole discretion think fit.
3.5 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 4% above Lloyds TSB Bank Plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.6 Prices and quotations for imported/exported orders could be subject to change due to fluctuating exchange rates, which will be notified by the seller.
4 THE GOODS
4.3 Our tolerances in manufactured goods are 5mm. Please consider this when ordering bespoke products.
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 Except in the case of death of personal injury caused by the Seller's negligence, the Seller's liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the sum of £50,000.00 (fifty thousand pounds)
5.3 The Seller shall not be liable to the Buyer in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
5.4 If the goods are not in accordance with the contract for any reason the Buyer's sole remedy shall be limited to the Seller making good any shortage by replacing such Goods, or, if the Seller shall elect, by refunding a proportionate part of the Price
6 DELIVERY OF GOODS
6.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods (or any of them) promptly or at all.
6.3 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 any time within 2 months of the Delivery Date.
6.4 The Buyer shall notify the Seller of any non-delivery of a whole consignment within 14 days of the date of despatch ( as stated on the invoice). Notwithstanding the receipt by the Seller of any such notice a clear signature on a carrier's delivery advice sheet shall be deemed to signify receipt of the (quantity of) Goods indicated on the advice sheet.
7 ACCEPTANCE OF GOODS
7.0 The Buyer shall inspect the Goods on delivery and shall within 48 hours of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
7.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
7.2 Due to the manufacturing processes required to produce a fitting of a bespoke or handcrafted nature, slight imperfections may occur. The design and quality of the product will not be compromised. Returns restrictions will be applied to products of this nature.
7.3 Made to order products or products of a bespoke nature are not subject to the company returns policy and may not be returned unless the seller gives written approval on terms to be determined at the absolute discretion of the seller.
7.4 Any orders cancelled after 48 hours of being placed may be subject to cancellation charges at the discretion of the seller and could be up to 50% of the order value.
7.5 If the Seller agrees to accept any such Goods for return (including any sample products) the Buyer shall be liable to pay a handling charge of 20% of the invoice price. Such Goods must be returned by the Buyer carriage paid to the Seller in their original shipping carton (if practicable)
7.6 Any return must be made within 28 days from acceptance of delivery.
7.7 Goods returned without the prior written approval of the Seller may at the Seller's absolute discretion be returned to the Buyer or stored at the Buyers cost without prejudice to any rights or remedies the Seller may have
7.8 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 Buyers cost returns such Goods to the Seller before the date when payment of the Price is due
7.9 After acceptance the Buyer shall not be entitled to reject the Goods, which are not in accordance with the contract.
8. RETENTION OF TITLE
8.1 The Goods shall be at the Buyer's risk as from delivery.
8.2 In spite of delivery having been made legal and equitable property in the Goods shall not pass from the Seller until:
(a) the Buyer shall have paid the Price plus VAT in full; and
(b) no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.6 Until such time as property in the Goods passes from the Seller, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith became due and payable.
If the Buyer fails to make payment for the Goods in accordance with this Agreement or commits any other breach of this Agreement or if any distress or execution shall be levied upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
9.1 suspend all future deliveries of the Goods to the Buyer and /or terminate this Agreement without liability upon its part: and/or
9.2 exercise any of its rights pursuant to clause 8.
10. PROPER LAW CONTRACT
10.1 This contract is subject to the law of England and Wales.
10.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
11 EXCLUSION OF THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
12 DIVISIBILITY CLAUSE
The contract is divisible. Each delivery made here under, 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other installment.