DEFINITIONS: | |
“Buyer” | means the entity that is responsible for buying the Goods as stated in the Purchase Order; |
"Conditions" | means the standard terms and conditions of sale set out in this document, and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the parties; |
"Contract" | means the contract for the sale of the Goods in accordance with these Conditions; |
"Purchase Order"
“Seller” |
means the Buyer’s purchase order;
means Patchwork London Sales Limited of Unit 2, Offley Hoo Farm, Great Offley, Hitchin. SG5 3ED |
"Specification" | includes any plans, drawings, data or other information relating to the Goods. |
1.1 The following terms and conditions represent the entire terms and conditions on which the Seller is willing to sell goods (“the Goods”) and by ordering Goods from the Seller the Buyer agrees that the following terms and conditions represent the entire agreement between the Buyer and the Seller and that these terms and conditions shall apply to the exclusion of any previous terms and conditions supplied by the Seller, the Buyer's own terms and conditions, any pre-contractual statement, any terms and conditions implied by trade, custom, practice or course of dealing or any other terms and conditions of whatsoever nature not contained below. No officer, employee or agent of the Seller (other than a Director) has authority to contract for the sale of Goods on any other terms and conditions, or to amend, vary or waive these terms and conditions, and a Director has authority to do so only in writing.
1.2 The Purchase Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms and conditions of the Purchase Order and any relevant Specification are complete and accurate.
1.3 The Purchase Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Purchase Order, at which point the Contract shall come into existence.
1.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Seller and the Buyer for the sale of the Goods.
1.5 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 Calendar Days from its date of issue, unless otherwise advised by the Seller in writing.
2.1 Any time of delivery stated by the Seller shall be treated as an estimate only and the time of delivery is not of the essence. The Seller will use its reasonable endeavours to deliver by that time.
3.1 The Goods shall be delivered to the Buyer at the place of delivery recorded on the Buyers Purchase Order or (if no such address is recorded there) at the premises of the Seller.
3.2 If the Buyer fails to accept delivery of the Goods within 3 Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by the Seller’s failure to comply with its obligations under the Contract:
4.1 The price of the Goods shall be the price set out in the Seller’s quotation.
4.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Buyer when it pays for the Goods.
4.3 The price which includes insurance for the benefit of the Seller shall become payable on or before delivery of the Goods. The time of payment shall be of the essence. In the event that payment is not made when due or the Buyer became subject to any of the events listed in clause 10, the Seller may:-
(a) cancel any contract to supply further goods or services
5.1 Property in the Goods shall pass to the Buyer on the occurrence of the last of the following events namely:
6.1 The Seller gives no warranty that the Goods are fit for the Buyer’s purpose or purposes. The Buyer warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires them and that he does not rely on any skill or judgment of the Seller in that regard.
The Buyer further warrants that: -
7.1 The Buyer shall inspect and test the Goods immediately upon delivery and shall within 3 Working days after delivery give notice in writing to the Seller of any respect in which he alleges that the Goods are not in accordance with the Contract. If the Buyer shall not have given such notice within that time the Goods shall be deemed to be accepted in every respect in accordance with the Contract.
7.2 In the event that the Seller, at its discretion agrees to accept the return for credit of unwanted products, the goods must be returned, with the Seller’s prior written agreement, within 14 days of delivery. The goods must be unopened, with the manufacturers’ seals intact and in perfect re-saleable condition All goods returned in these circumstances will be subject to a re-stocking fee levied at the following rates:
7.3 The Buyer must ensure that the Goods are to their specification prior to breaking the manufacturers’ seals.
8.1 Unless otherwise stated in the manufacturer’s documentation, all new goods delivered to a UK mainland address carry a specified manufacturers warranty.
8.2 Unless otherwise stated at time of purchase, all second hand/ex-rental goods carry a warranty period of 90 days from date of delivery.
8.3 In the case of defective or faulty goods supplied by the Seller the Buyer's remedy against the Seller shall be limited to the period of the manufacturer’s warranty and in all cases no longer than a period of twelve months from the date of purchase. If any defect arises during this period the Seller reserves the right, at its option, to repair or replace the Goods (or provide an equivalent item) or give credit to the value of the purchase price of the Goods, provided that the Goods have not been damaged or abused or improperly installed, maintained, stored or operated or altered or repaired by the Buyer without the written consent of the Seller or the defect arises as a result of fair wear and tear, wilful damage or negligence. The Seller accepts no responsibility for consequential loss. This warranty is subject to the return of the Goods by the Buyer using prepaid freight within the twelve month warranty period. Manufacturer's original warranties will apply should the warranty exceed twelve months.
This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such claims arise in contract or in tort (including negligence) breach of statutory duty or otherwise and whether or not the Seller was negligent.
(a) Nothing in these Conditions shall exclude the Seller’s liability for any claims arising from:-
nor for damages arising from compensation payable by the Buyer to any other person, firm, corporation or organization whatsoever, and
10.1 The Seller shall be entitled to terminate the Contract without liability to the Buyer by giving notice to the Buyer at any time if:
The Seller shall be relieved of its obligations under the Contract insofar as it is hindered in or prevented from performing them by any circumstances beyond its reasonable control.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever and howsoever caused or arising out of, connected with, or resulting from the Goods themselves or use of the Goods including without limitation the manufacture, selection, delivery, possession, use, operation, return or any and all damages or injuries caused thereby to anyone whatsoever.
All disputes or differences which shall at any time arise between the parties whether during the term of the Contract or afterwards touching or concerning the Contract or its construction or effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or reenactment of it for the time being in force.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).
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