CONDITIONS OF SALE
1. In these conditions “THE COMPANY” means BELLEGROVE CERAMICS PLC.
2. ACCEPTANCE OF CONDITIONS. All goods supplied are subject to these Conditions of Sale and the purchaser shall be deemed to have accepted these Conditions of Sale without reservation upon placing any order for the supply of goods with THE COMPANY. Unless agreed by THE COMPANY in writing THE COMPANY will not accept any conditions included on a purchasers official order form. In the event of the purchaser’s official order form containing a similar clause to this clause then this condition of THE COMPANY shall prevail.
3. ORDERS. All orders must be confirmed in writing and quote an official and valid Purchase Order number/reference relevant to the purchaser. Orders for goods which are not normally included as stock items are regarded as special orders and once accepted THE COMPANY cannot accept verbal or written instructions to vary or cancel. The right is reserved to refuse cancellation of orders in the case of goods in transit, ready for delivery, or in the process of manufacture. All cancellations, subjectto the condition above, are subject to a cancellation charge of at least 25% of the order value to cover the administration costs involved in processing the order and cancellation, and any loss to THE COMPANY arising from the cancellation.
4. QUOTATIONS, PRICES AND VALUE ADDED TAX. Quotations are based on the anticipated availability of materials. Prices are subject to amendment at any time, unless specified to the contrary on any written quotation. The price charged for goods will be that applicable at the date of DELIVERY, irrespective of the date of the order. Prices are given exclusive of VAT which will be added when the goods are invoiced.
5. DELIVERIES. Delivery dates are given for guidance only and do not form any part of a contractual obligation on the part of THE COMPANY, who accept no liability in the event that delivery is late or fails for what ever reason. THE COMPANY accepts no liability for any loss, costs or penalties incurred by the purchaser or any third party, arising out of late, or non-delivery of goods. Any arrangements entered into by the purchaser in anticipation of delivery to be made by THE COMPANY are made at the sole risk of the purchaser.
6. SIGNATURES. “Unexamined” or other qualified signatures will not be binding on THE COMPANY. Where THE COMPANY has agreed to make a delivery to an address other than that of the Purchaser THE COMPANY cannot accept
responsibility for the goods once deliveries have been made and THE COMPANY cannot accept respon sibility for the validity of the signature given in these circumstances.
7. DISCONTINUED PRODUCTS. THE COMPANY reserves the right to discontinue any product without prior notice.
8. SHORTAGE AND DAMAGE CLAIMS. No claim for shortage on delivery will be entertained unless signified at the time of delivery. No claim for damage will be considered once THE COMPANY’S, or its agent’s driver has left the point of delivery.
Any items short, or damaged in transit must be deleted from, or noted on thedelivery note and, where applicable, damaged items returned with THE COMPANY’S, or its agent’s driver. Claims for damage related to items which cannot have been examined in detail bythe purchaser at the time of delivery must be the subject of a written claim to be received by THE COMPANY within 24 hours of receipt of the goods by the purchaser.
9. FAULTY OR INCORRECTLY SUPPLIED ITEMS. Goods must be examined prior to assembly, or fixing. THE COMPANY will not accept any responsibility for faulty items, or for goods not complying with the purchaser’s requirements, once assembly, or fixing has commenced, either in respect of the original price or in the costs of removal, or in respect of any other consequential loss, costs, or penalties incurred by
the purchaser, or a third party.
10. SHADING, CRAZING AND COLOURED GROUTS. A degree of shading and crazing is inherent in the manufacturing of ceramic tiles and fixing should not be undertaken unless an acceptable blend of shades can be obtained. No tile supplied by THE COMPANY is guaranteed against crazing. No responsibility will be accepted for shading or quality once the tiles have been fixed, either in respect of the original price or in the costs of removal, or in respect of any other consequential loss, costs or penalties incurred by the purchaser or a third party. When using coloured grouts it is essential to test a loose sample to enure that the tile does not absorb pigment into the surface or body. No responsibility can be accepted by THE COMPANY for any staining caused by coloured grouts.
11. RETURN OF GOODS. THE COMPANY will not accept back for credit any goods correctly supplied to the purchaser’s order. If THE COMPANY agrees to accept back goods, a handling charge of at least 20% of the goods value will be made by THE COMPANY. In the event that goods returned are not in suitable condition for resale no credit will be given and the Purchaser must make arrangements to collect back the goods within 10 days failing which the goods will be disposed of at the sole discretion of THE COMPANY.
12. PAYMENT TERMS. Payments are due against invoice. All accounts are payable to Bellegrove Ceramics Plc, 651-661 Princes Road, Dartford, Kent DA2 6EF and are due no later than the last day of the month following the date of invoice. If any sum becomes overdue for payment THE COMPANY will regard as payable forthwith the total cost of all goods supplied, however recently.
13. CREDIT LIMITS. All credit accounts operate within an overall credit limit notified from time to time to the purchaser. Where any balance due for goods supplied exceeds the credit limit, the purchaser may be asked, at the discretion of THE COMPANY, to make an early payment to reduce the balance due below the credit limit, or to pay for further purchases on a pro forma basis.
14. CHEQUES. All cheques are accepted on the basis of being paid on first presentation at the bank on which they are drawn. In the event of any cheque being returned unpaid (whether or not subsequently re-presented and paid) THE COMPANY reserves the right to impose an administrative charge of £50 and to regard as payable forthwith the total cost of all goods supplied, however recently.
15. INTEREST. Any sum overdue from the purchaser to THE COMPANY shall carry interest at 5% per annum above Barclays Bank plc base rate from the date the sums became due until the date on which the payment clears through THE COMPANY’S bank account.
16. DEBT RECOVERY COSTS. In the event that a purchaser fails to pay within these or any other agreed terms and THE COMPANY uses the services of a debt collector, agent, solicitor, receiver or other third party in pursuing recovery of the debt, a charge will be made equal to 20% of the total sum due at the discretion of THE COMPANY, and such sum will be payable by the purchaser in addition to any interest, court fees, expenses and other statutorily recoverable costs. Furthermore, any fees, costs, or commissions incurred in tracing and recovering monies due or realising any property or assets during a receivership will be recovered from the purchaser.
17. RESERVATION OF TITLE
a. Risk in respect of all goods supplied by THE COMPANY to the purchaser shall pass to the purchaser on delivery.
b. Ownership of goods supplied by THE COMPANY to the purchaser shall only pass to the purchaser when all sums payable by the purchaser to THE COMPANY on any account whatsoever shall have been paid to the intent that if at any time there shall be sums payable by the purchaser to THE COMPANY (whether due or not) then the property in all such goods shall remain with (or revest in) THE COMPANY and accordingly there shall be no need to identify which goods delivered by THE COMPANY shall relate to any particular contract.
c. If at any time there is money owing from the purchaser to THE COMPANY then THE COMPANY may require the purchaser to return all goods delivered forthwith at any time and if such requirement is not immediately complied with THE COMPANY shall be entitled at any time without notice to retake physical possession of any goods delivered at any time (whether any particular goods may have been paid for or not) and for that purpose may enter any premises occupied by the purchaser without being responsible for any damage thereby caused and without prejudice to any other remedies that may be available to THE COMPANY. This clause shall operate as sufficient authority and immediate order to the purchaser’s warehouseman or other employees or any receiver, administrator, administrative receiver or other person actually in possession of the goods.
d. If any goods shall not be marked with the name of THE COMPANY (or any name associated with THE COMPANY) or shall not otherwise be identifiable as having been supplied by THE COMPANY then upon production by THE COMPANY of an invoice identifying goods as being the same as goods on the purchaser’s premises or under its control the same shall be assumed to have been supplied by THE COMPANY unless the purchaser shall prove otherwise.
e. Notwithstanding clauses 17(b)-(d) above, until such time as the purchaser becomes the owner of the goods (as per 17(b) above, the purchaser shall store them and will
procure that they are stored separately from the purchaser’s other goods or those of any other person.
f. Subject to the terms hereof, the purchaser is licensed by THE COMPANY to agree to sell on the goods or any of them subject to the express condition that the entire proceeds thereof are held in trust for THE COMPANY and not mingled with other monies or paid into any overdrawn bank account, and shall be at all times identifiable as our monies.
g. If the goods, the ownership of which remains with THE COMPANY are admixed with the goods owned by the purchaser or any other person, or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be owned either by THE COMPANY exclusively (in the event of no other third party ownership) or in common with that other persons(s), and at no time shall the property of such product be with the purchaser (until full payment per 17(b) above is received). Such product shall be at the purchaser’s risk and it shall be his duty to insure such product.
h. The provisions of clause 17(f) shall apply to the product(s) set out in 17(g) above, subject to the proviso that the proceeds and/or monies are held in common to THE COMPANY and such other person(s).
a. The conditions set out herein constitute a registrable contract under the provisions of part XII of the Companies Act 1985 (as amended). A form 395 will be registered at Companies House in respect of any monies due to THE COMPANY resulting from trading under these terms.
b. With reference to the specific charge over proceeds of sale created in clauses 17(f), 17(h) and 18(a) above and registered at Companies House, being a charge over book debts, the purchaser shall pay into his bank account (in accordance with clause 17(f) all monies which may be received in respect of such debts and shall not without the prior written consent of THE COMPANY sell, factor, discount or otherwise charge or assign the same in favour of any other person or purport to do so. The purchaser shall, if called upon to do so by THE COMPANY, from time to time execute legal assignments of such proceeds to THE COMPANY.
c. THE COMPANY may appoint a receiver under the above registered fixed charge in the event of any balance owing to THE COMPANY being unpaid at the due date, or upon commencement of any winding-up order, act or proceedings in which the purchaser’s insolvency in involved. All costs and fees arising from the appointment of a receiver are recoverable in full from the purchaser.
19. THE COMPANY shall, on giving notice to the purchaser, be entitled to postpone or cancel delivery or completion or to suspend deliveries in whole or part in the event of a stoppage at THE COMPANY’S premises or those of any agent of or suppliers to THE COMPANY due to act of God, war, riots, strikes, lock-outs, trade disputes, fires, floods, breakdowns, mechanical failures, interruption of transport, government action or any other cause whatsoever, whether or not of like nature to those specified above, outside THE COMPANY’S control.
The terms and conditions, and all transactions arising therefrom, are to be construed under English law and are to be dealt with in English Courts.