Acceptance of any Buyer's order is subject to supplies being available and unsold and to the provisions of these conditions.
2.1. An order once placed cannot be cancelled, deferred or altered by the Buyer except by mutual agreement between the Buyer and Seller.
2.2. Where the Buyer and Seller agree that any goods ordered may be returned to the Seller for restocking, the following conditions will apply:
(a) Goods will only be accepted if they are in brand new condition.
(b) Goods will only be accepted if returned within six weeks of supply.
(c) In every case a restocking charge may be made.
(d) In every case the invoice number and date, together with reason for return must be stated.
3.1. Each order will be despatched as available.
3.2. Where the order provides for deliveries during a specified period or before the expiration of a specified date ("Deferred Deliveries"), the Buyer shall be obliged to accept the Deferred Deliveries within such period or before such date.
3.3. If no period or date has been agreed in respect of any Deferred Deliveries, the Buyer shall be obliged to accept the deliveries within a reasonable period following the order. The Seller may at any time give to the Buyer not less than seven days' notice in writing requiring him to accept delivery on a specific date and if the Buyer declines to accept delivery on such date, the Seller may treat the outstanding order as cancelled and the provisions of condition 3.7 below shall apply.
3.4. In the event that the Buyer fails to accept delivery of all items ordered in accordance with conditions 3.2 or 3.3 above, the Seller may:
(a) treat the order as cancelled as provided in condition 3.7 below; or
(b) consent to complete delivery of the outstanding items subject to a right to increase the price of the outstanding items to the Seller's price for such items at the date of actual delivery (if greater).
3.5. Where delivery is effected at the request of the Buyer to a site, the Buyer shall be responsible for ensuring that the site allows reasonable and safe access for the delivery vehicle and that arrangements are made for the prompt unloading of the goods and the Buyer shall indemnify the Seller against any damage sustained to the delivery vehicle or to any employee of the Seller unless such damage is caused by wilful failure of such employee to adhere to any reasonable instructions or directions given to him on site.
3.6. Where delivery is to be effected at the request of the Buyer to a site and the Seller is unable to effect delivery by reason that access to the site is unsafe, or impractical, or the unloading of the Seller's vehicle cannot be effected within a reasonable time, or if the Buyer shall decline to accept the goods on site, the Seller may regard the Buyer's order as cancelled and, unless the Buyer has rejected the goods for the reasons and in manner provided by condition 5 below, the Seller may treat the order as having been cancelled by the Buyer and subject to condition 3.7 below.
3.7. Where an order has been cancelled by the Buyer, or where the Seller treats the order as cancelled in accordance with conditions 3.3, 3.4 or 3.6 above, the Seller may:
(a) dispose of the goods comprised in the order without prejudice to the right of the Seller to claim against the Buyer for the full value of the goods that may remain to be supplied at the date of such cancellation; and
(b) charge the Buyer an amount equal to 10 per cent of the invoice value of the goods that have been cancelled or treated as cancelled under these conditions (on account of handling, storage and other costs).
4.1. The risk in the goods that are the subject of the order shall pass from the Seller to the Buyer when they are delivered to the Buyer.
4.2. In the absence of written notice from the Buyer to the Seller as provided in condition 5 below, any goods delivered by the Seller will be deemed to have been delivered to and accepted by the Buyer complete and in satisfactory condition.
4.3. Title ownership in all the goods comprising an order shall remain with the Seller until full payment has been received in respect of that entire order.
4.4. Until title passes:
(a) the Buyer shall hold the goods as the Seller's fidcuciary agent and bailee;
(b) the goods shall be stored separately from any other goods and the Buyer shall not interfere with any identification marks, labels, batch numbers or serial numbers;
(c) the Buyer may sell the goods in question as principal (and not as agent) in the ordinary course of its business provided that the entire proceeds of any sale are held on trust for the Seller and not mixed with any other monies; and
(d) the Seller will at any time be entitled to:
(i) recover any or all of the goods comprising the relevant order in the Buyer's possession;
(ii) the proceeds of any sale of such goods; and/or
(iii) claim for the value of the goods held by the Buyer.
5.1. The Buyer must advise the Seller in writing of any query concerning the condition of any goods supplied within three business days of delivery of the goods. If no such notice is given, the goods shall be deemed to have been duly supplied to the Buyer in accordance with the order.
5.2. If the Buyer shall give notice in accordance with condition 5.1 above, unless he shall have rejected delivery of the goods at the time of delivery, he shall be responsible to the Seller for the safe custody of those goods until the Seller shall have inspected the goods and had the goods redelivered to the Seller. The Buyer shall maintain the goods in the condition in which they were delivered and any use by the Buyer of the goods shall operate as an acceptance by the Buyer of the goods.
6.1. Unless otherwise stated in the relevant quotation, all invoices are due for payment within one month of the date of invoice.
6.2. The Seller shall be entitled to adjust the price of the order charged as at the time of delivery by such amount as may be necessary to cover any increase in costs sustained by the Seller after the date of acceptance of the order including any costs of making, obtaining, handling or supplying the order. Any such revision to the price of the order shall be made without notice to the Buyer and will be subject to the addition of any taxes or similar levies or duties which may be applicable to the goods.
6.3. The Seller reserves the right to charge 5% per month on any outstanding payment, accruing on a daily basis from (and including) the due date for payment to (and including) the date of payment on the basis of a 30 day month.
6.4. Non-payment of any account when due shall entitle the Seller, without prejudice to any other remedies, to stop delivery of further supplies to the Buyer whether such supplies shall relate to the order in respect of which an account shall not have been paid or shall relate to another order entered into by the Buyer with the Seller.
These conditions shall have precedence over any conditions appearing in the Buyer’s order or other document specifying the order, unless expressly agreed in writing by the Seller.
8.1. In relation to quality, and subject always to condition 8.3 below:
(a) Goods are warranted for a period of four months following delivery to accord with the specification agreed with the Buyer in writing or, if there is no such specification, to be within normal limits of industrial quality applicable to the type of goods supplied. All other warranties of conditions as to quality or description (statutory or otherwise) are expressly excluded so far as permitted by law.
(b) No liability will be accepted by the Seller where, after delivery, the goods have been altered by the Buyer.
(c) The Buyer on discovering any defect in the quality of the goods shall give written notice to the Seller as soon as practicable and permit the Seller to inspect the goods. The Buyer shall suspend use of the goods which the Buyer claims to be defective and no liability shall attach to the Seller unless and until this procedure is carried out.
8.2. In relation to purpose, and subject always to condition 8.3 below:
(a) Any recommendation or suggestion relating to the use of the goods supplied by the Seller is given in good faith and it is for the Buyer to satisfy himself of the suitability of the goods for his own particular purpose and the Buyer shall be deemed to have so satisfied himself on giving the order for the good.
(b) Unless otherwise agreed in writing, the Seller gives no warranty as to the fitness of the goods or any part of the goods for any particular purpose even though such purpose may be specified in the Buyer’s order and any implied warranty or condition (statutory or otherwise) is expressly excluded so far as permitted by law.
(a) Nothing in these conditions shall exclude the Seller's liability for fraud or personal injury or otherwise exclude or limit liability to the extent such exclusion or limitation is prohibited by law (but in the event that any such exclusion or limitation is prohibited by law, these conditions shall be deemed to have been amended so that such exclusion or limitation applies to the maximum extent permitted by law).
(b) Subject to condition 8.3(a) above, any liability of the Seller under these conditions shall be limited to the invoice value of the particular goods.
(c) No liability shall attach to the Seller for any loss of profits or other consequential loss.
(d) Where the goods supplied have been made by a person other than the Seller and the goods are designed as so made the Seller shall be under no liability in respect to the quality of such goods (but at the expense of the Buyer shall concur in the submission of any claim against such person).
(e) In all cases where the Seller undertakes design or layout work or advice to customers, all drawings, specifications, descriptive matter and dimensions are to be treated as approximate only. All drawings and details given, in respect of the Seller to secure the sale of its materials for a particular contract, remain the property of the Seller and may not be used by anyone, without the written permission of the Seller.
(f) All figures given in relation to performances are based on experience but no liability for failure to obtain any specified performance will be accepted by the Seller. The Buyer is responsible for the capacity and performance of the goods as ordered being sufficient and suitable for this purpose and the Seller accepts no responsibility in this regard.
The execution of all orders and contracts is subject to contingencies beyond the control of the Seller and the Seller shall not be held responsible for any, delay, damage or loss whatsoever arising from war, government requisitions of any kind, suspension of means of transport, strikes, lockouts, fire, floods, accident, power supply failure, failure of any third party to supply the Seller, or anything directly or indirectly interfering with the new materials, manufacture, supply, shipment, arrival or delivery of the goods.
Clerical errors and omissions are subject to correction without notice.
11.1. These conditions shall be governed by and interpreted according to the laws of the Island of Guernsey and the parties agree to submit to the exclusive jurisdiction of the courts of the Island of Guernsey.
11.2. If any clause or sub-clause of these conditions is held by a competent authority to be invalid or unenforceable, the validity of the clauses and sub-clauses of these conditions shall be not affected and they shall remain in full force and effect.
11.3. The Seller may assign, novate or subcontract all or part of any order with the Buyer, and the Buyer shall be deemed to consent to any novation.
11.4. Nothing in these conditions is intended to, or shall, grant any right to any third party to enforce any terms of these conditions.
11.5. The Buyer agrees that it shall ensure that in any dealings with the Seller, neither the Buyer nor its employees, agents or contractors shall commit any offence under the United Kingdom Bribery Act 2010, the Prevention of Corruption (Bailiwick of Guernsey) Law 2003 or any other equivalent laws in any jurisdiction, including not engaging in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the United Kingdom Bribery Act 2010. The Buyer agrees to inform the Seller immediately in the event of becoming aware of any such offence being committed.
11.6. The Seller's policy is to comply with all applicable sanctions and legal requirements for the import and export of goods, technology and services, and to ensuring compliance with all regulatory and licensing requirements relating to international trade. The Seller does not permit the supply of any goods to any individuals, companies or organisations that are subject to any trade, economic or financial sanctions, embargoes or similar restrictive measures administered, enacted or enforced by the UK, EU, UN or USA ("Sanctioned Entities"). By entering into any order with the Seller, the Buyer agrees not to re-sell or otherwise transfer goods, directly or indirectly, to any Sanctioned Entities.
11.7. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties on them. The Buyer shall be liable for and shall indemnify and hold harmless the Seller from any and all liabilities in connection with any breaches of conditions 11.5 and 11.6 above.
Domestic Heating Services (Wholesale) Ltd
P.O. Box 382 Longcamps St Sampsons Guernsey GY1 3FD Email firstname.lastname@example.org
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