Terms and conditions
In these conditions, unless the context requires otherwise:
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; and
1.6 'Seller' means Belfast Kitchen Company Unit 7a. Locksley Business Park, Mountgomery Road, Belfast BT6 9HL
2. CONDITIONS APPLICABLE
2.1 The 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 sales offer, purchase order or similar document or in correspondence. The Conditions constitute the entire understanding between the Seller and the Buyer with respect to the subject matter covered by the contract of sale and supersede all previous agreements and understandings between the parties.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods therein mentioned for the Price pursuant to these Conditions. In the event that any of the Goods is unavailable, the order shall be deemed to be an order for only those Goods which are available and may be accepted by the Seller accordingly.
2.3 An order is accepted by the Seller upon the allocation of the Goods to the order such that they are ascertainable. For the avoidance of doubt, 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 shall be the price stipulated in the Seller’s published price list current at the date of delivery of the Goods. In the case of bespoke Goods, the Price shall be the price agreed in writing between the parties.
3.2 The Price is exclusive of VAT which shall be due at the rate prevailing on the date of the Seller's invoice.
3.3 The Price is ex works and where the Seller agrees to arrange for the Goods to be sent to the Buyer, the Buyer shall be responsible for the costs of loading, carriage and unloading. Where the seller has included such costs within an agreed price the Buyer is responsible for the costs of unloading and disposal of packaging.
3.4 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 fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs), provided that the Buyer may cancel this contract within 2 days of any such notice from the Seller by giving notice to the Seller.
3.5 Payment of the Price, any charges for carriage and insurance and VAT shall be made in a manner acceptable to the Seller in cleared funds with order unless credit facilities have been agreed, in which case, payment shall be made on or before the last working day of the month following the end of the month in which the invoice is rendered. Such terms remain at the discretion of the Seller and can be withdrawn without notice at any time. Time for payment shall be of the essence. If means of payment is tendered and, if a cheque, dishonoured or, if credit card details, payment is refused, the Buyer shall pay to the Seller as and by way of agreed liquidated damages an additional amount of £25.
3.6 Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 1.5% per month or part month and shall accrue at such a rate after as well as before any judgment.
4. THE GOODS
4.1 The Goods shall accord with the description contained in the Seller's published price list.
4.2 The Seller may from time to time make the changes to the said description which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for
purpose of the Goods.
5. INTELLECTUAL PROPERTY
5.1 The intellectual property rights in the Goods 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 the Seller or to the order of the Buyer, 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.
6. DELIVERY OF GOODS
6.1 The Goods shall be delivered to the Buyer either ex works or upon the Goods passing into the control of the Buyer or the Buyer’s agent, whichever may be the earlier. The risk in the Goods shall pass to the Buyer upon such delivery taking place. Time for delivery shall not be of the essence.
6.2 The Seller may deliver the Goods by separate instalments. The Seller may raise a separate invoice and require payment for each instalment.
6.3 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.
6.4 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.
6.5 If so requested, the Seller shall arrange for carriage of the Goods to the Buyer's address by means of an independent courier, which shall be the agent of the Buyer. The costs of carriage and insurance shall be charged to the Buyer in accordance with the schedule of rates negotiated by the Seller with the courier and then prevailing and shall be paid by the Buyer without any set-off or other withholding whatever. Such costs shall fall due for payment on the date for payment of the Price.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall inspect the Goods on receipt and shall mark any delivery note to record any alleged damage in transit.
7.2 The Buyer shall within 3 working days of receipt notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description, written notification to be sent to the following e-mail address; email@example.com and not otherwise.
7.3 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.
7.4 If the Buyer shall fail to comply with the provisions in Conditions 7.1-7.3, the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent
on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
7.5 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. Notwithstanding Section 35A(1) of the Sale of Goods Act 1979, acceptance of some of the Goods by the Buyer, whether conforming to the contract or not, shall deprive the Buyer of the right to reject the rest of the Goods, whether conforming to the contract or not.
7.6 If the Buyer properly rejects any of the Goods which are not in accordance with the contract, the Buyer shall nonetheless pay the 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.
8.1 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 and on terms to be determined at the absolute discretion of the Seller.
8.2 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 30% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original shipping carton.
8.3 Goods returned without the prior written approval of the Seller or otherwise than in accordance with the terms stipulated may at the absolute discretion of the Seller be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or remedies the Seller may have.
9.1 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
9.1.1 the Buyer shall have paid the Price plus VAT in full; and 1.
9.1.2 no other sums whatever shall be due from the Buyer to the Seller.
9.2 Until property in the Goods passes to the Buyer in accordance with Condition 9.1, 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.
9.3 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.
9.4 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.
9.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request made at any time and for any or no stated reason 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 Condition 9.3 shall cease.
9.6 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.
9.7 The Buyer shall insure and keep insured the Goods to the 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 become due and payable.
10. WARRANTIES AND LIABILITY
10.1 The Seller sells all Goods described as “Ultra High Gloss” (“the UHG Goods”) or “5-piece PVC” (“5PVC”) with the benefit of the following warranty, namely that the UHG or
5PVC Goods will be free from defects in materials and workmanship under normal use for 3 years from the date of delivery under this contract. This warranty shall be the Buyer’s exclusive remedy in respect of claims relating to the quality and/or fitness for purpose of UHG or 5PVC Goods in substitution, to the fullest extent permitted by law, for all other remedies in respect thereof and is subject to the following conditions, namely that:
10.1.1 the maximum liability of the Seller in respect of defective UHG or 5PVC Goods is, at its option, to repair or replace any defective UHG or 5PVC Goods and in the event that UHG or 5PVC Goods cannot, in the Seller’s opinion, be replaced supply a similar or equivalent product;
10.1.2 the warranty is conditional upon strict compliance with the conditions set out in Conditions
10.1.3 the Buyer must, at the time of making a claim under this guarantee, produce a dated proof of purchase of the UHG or 5PVC Goods;
10.1.4 the UHG or 5PVC Goods shall have been kept, at all times, either in an appropriate environment in the Buyer’s store or in a private domestic residence and not subjected to any abnormal use or conditions at any time;
10.1.5 the UHG or 5PVC Goods shall have been treated and maintained in compliance with the written guidance concerning the Goods and their care and maintenance, insofar as the same applies to UHG or 5PVC Goods, set out in the Seller’s published price list;
10.1.6 the Buyer shall have notified the claim to the Seller within 30 days of the date on which the defect first became manifest;
10.1.7 no person shall, at any time, have made or attempted to make any repair or alteration to the UHG or 5PVC Goods or commissioned or instructed any third party to do so;
10.1.8 for the avoidance of doubt, defects shall not include the consequences of normal wear and tear or damage caused by or arising from accident, misuse, abuse, improper installation, maintenance or cleaning.
10.2 Subject to the warranty at Condition 10.1, all terms, conditions, warranties and representations (whether implied or made expressly) whether by the Seller its servants or agents or otherwise relating to the quality and/or fitness for the purpose of the Goods or any of the Goods are excluded to the fullest extent permitted by law.
10.3 In the event that the Buyer rejects any Goods, the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
10.4 In the event that the Buyer accepts or has been deemed to have accepted any Goods, then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
10.5 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
10.6 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract and/or any negligence of or breach of duty by the Seller.