GENERAL TERMS AND CONDITIONS OF SALE
For LM HILL CARPETS AND FLOORING
(hereafter called ‘the seller’)
These General Terms and Conditions of Sale govern all relations between the seller and the purchaser and set out the general terms and conditions upon which the seller will deliver goods to the purchaser. Accordingly, all other terms and conditions, whether expressed or implied by law, documents, invoices and the like, are hereby expressly excluded and the purchaser waives his right to rely on any provision to the contrary included in his own terms and conditions or any other document exchanged with the seller prior to ordering. These conditions supersede all other terms and conditions referred to or agreed before and related to the purchase of the same goods.
Order and modification
Any order, as well as any modification to it, given in writing or verbally by the purchaser to the seller will be subject to confirmation and firm only once confirmed in writing (by post, fax or email) by the seller and will specify, if applicable, among other things the nature, quantity and description of the goods, the agreed price, the payment terms, the delivery terms, the place and date of delivery or collection and the invoicing address.
A request to modify or cancel an order will be entertained only if received in writing (by post or fax) by the seller within three (3) working days from the date of acceptance of the order by the seller. Within this period, duly receiving of a modification/cancellation to an order does not imply that the seller is obliged to accept the meant modification/ cancellation, and the seller remains free to consider the acceptance of the request to modify or cancel the order at its sole discretion. If a request to modify or cancel the order is not accepted by the seller, delivery of the goods must be accepted, monies paid in advance will not be returned, and the amount of any balance will be due.
Delivery shall be made in accordance with the terms of delivery specified in the order confirmation sent by the seller. In the event the seller decides to cancel the sale the seller will, amongst other damages, be entitled to the difference in price obtained in the event of resale to another party plus the costs related to such resale and interest.
Delivery times are estimates only and not binding. Late deliveries shall not create an entitlement to damages, hold-back, or cancellation of orders in progress.
The conditions for determining the selling price of goods are defined in the order as confirmed by the seller.
Only the dimensions and quantities shown on the delivery documents will be taken into account in raising invoices for all sales regardless of the destination. Prices are stipulated in the written confirmation. Except as otherwise provided and without prejudice to the Incoterms rules in force at the time of sale, prices are stated net of taxes. The provided prices and tenders by the seller are merely approximate and not binding for the seller. The seller can change them at any time until the acceptance of an order.
All invoices are payable at the registered office of the sellers, nett and without discount.
Late or non-payment
In case of late payment, the seller retains the right to suspend any outstanding orders and any of its outstanding obligations without prejudice to any other remedies. Any amount not paid by the due date shown on the invoice shall automatically, by law and without reminder, incur with the effect from the day following the payment date shown on the invoice interest, at the legal interest rate increased by 4%.
Every delay in payment gives the seller the full right to declare, at its sole discretion, each current sale (whether delivered or not or pending delivery, and whether payment is past due or not) to be disbanded, cancelled or postponed. The seller retains also the right to take back the goods that were already delivered or that were in dispatch.
In all the above cases, any amounts owed for the other deliveries, or for any other reason, shall become immediately, by law and without further reminder, payable unless the seller chooses to cancel the corresponding orders. The purchaser shall be required to reimburse all costs incurred by legal action to recover sums due, including lawyer’s fees.
Acceptance – Control
On receipt of the goods, the purchaser must check that the goods delivered correspond in quantity, quality and type to the goods specified in the order. In the event of a complaint, the goods must remain separate to any other items
Should the purchaser determine that the goods delivered do not correspond to that specified on the order, he must notify
the seller of the fact by telephone, fax or email within twenty-four (24) hours of receipt of the goods with sufficient substantiating evidence as the case may be.
Should the seller receive no deficiency notice within seven (7) working days of receipt of the goods, the goods shall be indefeasibly deemed to be as supplied. The seller shall retain property in the goods sold until the full price – principal and other amounts – of all orders placed by the purchaser is paid. The purchaser shall therefore ensure the safekeeping of the seller’s goods until property is transferred to him.
The purchaser shall not sell, pledge or assign as security the property of the goods. He shall likewise resist by all legal means any such claims as others might seek to assert, in particular by attachment, against goods which are the property of the seller and immediately notify the seller of any risk of dissipation to enable the seller to protect its interests.
If payment is not made on the agreed date, the seller may request the return of the goods without the need for any particular procedural requirement. The purchaser shall permit the seller or any of its officers or agents to enter into and upon its property at any time in order to recover the goods. They shall be jointly identified, and a release will be given to the purchaser who shall bear all costs related to the return.
Goods sold by the seller are of standard quality. The purchaser must satisfy himself that the goods are fit for the purpose for which he wishes to use them. The seller shall not under any circumstances be liable for the consequences of misuse, negligent use or one not consistent with custom and practice. In any event, and any provision to the contrary contained in the purchaser’s General Terms and Conditions of Purchase notwithstanding, where goods are not in conformity with the order, the seller’s liability shall be limited to the price of the goods in conformity with those specified in the order.
All notices to be given by the purchaser to the seller shall be validly given only if sent by recorded delivery letter (preceded in such case by the sending of a fax or email), or by fax or email (with acknowledgement of receipt) followed by a surface mail letter at the seller’s registered office of the seller, to the attention of:
Mr. L Hill
315 Middlewood Road
Any notice given by the seller to the purchaser hereunder shall be validly given if sent by recorded delivery letter (preceded in such case by the sending of a fax or email), or by fax to the purchaser’s registered office as stated in the order. Notice by registered letter shall be deemed to be given within three (3) working days of the date of sending (the postmark being conclusive proof). Notice by fax shall be deemed to be given on the day it is sent (the date shown on the send report being conclusive proof).
Any change of registered office or fax/telephone number or other must be notified to the other party as soon as possible.
Governing law and competent courts
The contractual relationships between the parties shall be governed by the law of the U.K.
Failure by the seller to enforce at any time any of the provisions of these General Terms and Conditions of Purchase shall not be construed as a waiver thereof. If any provision of these General Terms and Conditions of Sale shall be determined null and void, it shall be deemed non-existent and shall not invalidate the remaining provisions. The seller reserves the right to modify these General Terms and Conditions of Sale at any time.