- 1.1 "the Seller" means David Mason (Design) Limited (a private limited company registered in England under number 713316) of Foxwood Industrial Park, Sheepbridge, Chesterfield, S41 9RN, England
- 1.2 "the Buyer" means the person, firm or company to whom Goods are supplied subject to these Conditions
- 1.3 "the Goods" means the items or Goods supplied by the Seller to the Buyer pursuant to a Contract subject to these Conditions.
- 1.4 "the Contract" means any agreement for the purchase of Goods by the Buyer from the Seller
- 1.5 "the Price List" means the Price List from time to time issued by the Seller.
2.0 Existence of Contract
- 2.1 A binding contract between the Buyer and the Seller shall be created when an order is placed by the Buyer, and such order is accepted in writing by the Seller. 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 and conditions which the Buyer may purport to apply under any purchase order or similar document. All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions
- 2.2 No particulars contained in any advertising matter, catalogues or other publications supplied by the Seller nor any verbal representation by an employee or agent of the Seller shall form part of the Contract nor shall they be treated as constituting a representation on the part of the Seller.
3.0 Amendments and Cancellation
- 3.1 No alterations or modifications to the Conditions shall be binding on the Seller unless accepted in writing by a Director of the Seller
- 3.2 The Contract may not be cancelled by the Buyer except with written consent of the Seller
4.0 Minimum Order and Pack Quantities
- 4.1 When the Buyer orders less than the minimum order quantity for any Goods stated in the Price List the Seller may make additional charge as stated in the Price List
- 4.2 The Seller reserves the right to amend orders to the standard pack quantities.
- 5.1 Prices quoted in the in the Price List are exclusive of VAT (which the Buyer will be liable to pay) and carriage subject to variation by the Seller without notice. Carriage will be charged in accordance with the Price List
6.0 Settlement Terms
- 6.1 The price of the Goods is due not later than thirty days from the date of the Seller's invoice. The Seller reserves the right to close any account or withhold further supplies of the Goods or any other goods to any Buyer who fails to pay within the aforementioned period, without prejudice to any exiting rights the Seller may have in respect of any such unpaid invoice.
- 6.2 Interest on unpaid invoices will run from day to day at a rate of 3.5% per month or part month from the date when the payment for the Goods became due and accrue after as well as before judgement. The Buyer will reimburse to the Seller all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
- 7.1 Delivery of the Goods shall take place at the Buyer's premises as indicated in the Buyer's order.
- 7.2 Times or dates quoted by the Seller for delivery of Goods are intended as estimates only and time is not of the essence of the contract.
- 7.3 The Seller shall not be liable in any way for any direct or indirect loss damage or expense (including loss of profits and liabilities to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery.
- 7.4 Where the Goods are delivered by instalments, the Contract shall become severable and each instalment shall be deemed to be to be the subject of a separate contract. No default or failure by the Seller in respect of any one or more instalments shall entitle the Buyer to treat the Contract as repudiated or to damages.
- 7.5 If fourteen days after notification by the Seller that the Goods are ready for delivery the Buyer shall have failed to accept delivery of the Goods, the Seller shall be entitled to arrange storage either at its own premises or elsewhere on the Buyer's behalf and at the Buyer's risk and expense . The Goods shall be invoiced on the day in which they are put into storage and such goods shall thereupon be deemed to have been delivered
8.0 Force Majeure
- 8.1 The Seller shall not be liable for the failure to deliver the Goods for any reason whatsoever outside the reasonable control of the Seller including without limitation to the generality of the foregoing, industrial action, war, governmental action or regulation, act of God, riots, or non-availability of stocks or materials. Any such failure shall not affect the obligation of the Buyer to pay for Goods already delivered
9.0 Property and Risk
- 9.1 Risk in the Goods shall pass to the Buyer in delivery
- 9.2 Property and ownership in the Goods shall, notwithstanding delivery of the Goods to the Buyer, not pass from the Seller until (a) the Buyer shall have paid the Seller in full therefore pursuant to Condition 6 and (b) no other sums are then outstanding from the Buyer to the Seller on any account whatever whether or not such sums have become due for payment.
- 9.3 The Buyer shall, while property of Goods remains with the Seller pursuant to this Condition 9, hold the Goods on a fiduciary basis only and as bailee only for the Seller. The Buyer shall store the Goods separately from its own goods or those of any other person in good condition and marked in such a way that they are clearly identifiable as the property of the Seller and shall insure the Goods to their full value against "All Risks" to the reasonable satisfaction of the Seller
- 9.4 In the event that the Seller is entitled to exercise any of its rights under Condition 11. any right of the Buyer to sell, dispose of, deal with or in any way use goods in which the property remains vested in the Seller shall cease forthwith. The Buyer shall immediately place any of the Goods in its possession or under its control at the disposal of the Seller and the Seller shall (without prejudice to any of its other rights and remedies) have the right to re-possess and use such Goods and may by itself , its servants or agents enter upon any land or building, vehicle or vessel or other place upon which such Goods are reasonably thought to be situated for the purpose of removing any such goods.
10.0 Claims for Defects, Damage, Loss or Non-Delivery
- 10.1 The Buyer shall inspect the Goods on delivery, and shall within three days thereof notify the Seller and the carrier in writing of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. In such circumstances the Buyer shall give the Seller an opportunity to inspect such Goods within reasonable time following delivery and before any use is made of them.
- 10.2 The Buyer shall notify the Seller of any non-delivery of a whole consignment of complete cartons within seven days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any notice, a clear signature on a carrier's delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated thereon.
- 10.3 If the Buyer shall fail to comply with the foregoing, 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. If the Buyer establishes to the Seller's reasonable satisfaction that the Goods are not in accordance with the Contract or are defective, the Buyer's sole remedy in respect thereof shall be limited, as the Seller may elect, to making good any shortage, to replacing such Goods or refunding all, or the appropriate part of, the Contract price against return of the Goods.
- 10.4 The Sellers liability to the Buyer whether for any breach of the Contract or otherwise shall not in any event exceed the Contract price and the Seller shall be under no liability for any consequential or indirect loss suffered, or liability to third parties incurred by the Buyer.
- 10.5 Subject to the provisions of this Condition 10, all warranties and conditions whether implied by statute or otherwise are hereby excluded PROVIDED THAT nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as a consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977)
11.0 Default by the Buyer
- 11.1 If the Buyer fails to make payment for the Goods in accordance with Condition 6 or otherwise commits a breach of the Contract, 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 be presented against the Buyer or the Buyer is unable to pay its debts they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation 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 if the Buyer shall suffer any analogous proceedings under foreign law, any sums outstanding in respect of Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it might have;
- 11.2 Suspend all future deliveries of Goods to the Buyer; and/or
- 11.3 Terminate the Contract without liability upon its part; and/or
- 11.4 Exercise any of its rights pursuant to Condition 9
12.0 Set-off and Counterclaim
- 12.1 The Buyer shall not be entitled to withhold payment of any invoice by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any other reason whatsoever.
13.0 Back Orders
- 13.1 The Seller makes every effort to maintain adequate stocks of all Goods in the Price List. In the event of the Seller being out of stock of any Goods the Seller reserves the right either (a) to cancel the Contract or (b) to supply part only of the quantity of the Goods ordered and to cancel the order for the remainder or (c) to supply such part of the quantity ordered that are in stock and deliver the balance of the quantity of goods in instalments in accordance with clause 7.4.
- 14.1 Unless otherwise agreed in writing all Goods shall, if sold packaged, be sold or re-sold only in the packaging supplied by the Seller and in no case may any trademark other than those applied by the Seller be marked on or applied in relation to the Goods.
15.0 Law and Jurisdiction
- 15.1 These Conditions and any Contract shall be governed in all respects by the laws of England and any dispute here under shall be subject to the exclusive jurisdiction of the English Courts
- 16.1 Any notices required to be served pursuant of these Conditions shall be in writing and served first class post or by hand to the Seller at Foxwood Industrial Park, Sheepbridge, Chesterfield, S41 9RN or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the address from which the Goods were offered or if the Buyer is a company at the option of the Seller at the Buyers registered office. A properly addressed notice sent by first class post shall be deemed to have been received two days after the date of despatch.
- 17.1 Any provision or term of these Conditions which is or may be void or unforeseeable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
- 18.1 No waiver or forbearance by the Seller, whether express or implied, in enforcing any of its rights here under shall prejudice its right to do so in the future.
- 19.1 The Buyer may not assign, subcontract or in any way dispose of its right or obligations under the Contract without the prior written consent of the Seller"