BUSINESS<\/strong> 1. THE CONTRACT. 6.2 All warranties, conditions and other terms implied by statutory or common law (save for the conditions 6.3 The Supplier reserves the right to make alterations in design, colour, finish, or content of the goods sold 6.4 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier and any 6.5 The Supplier will use its reasonable endeavours to produce final products to the same specification as 6.6 The Supplier at all times reserves the right, notwithstanding any other remedies available to it, to refuse to
POWELL CRAFT LTD<\/strong><\/p>\n
1.1 For the purposes of this Contract hereafter POWELL CRAFT LTD (a company registered in England &
Wales under company number 03232515) shall be described as the \u201cSupplier\u201d and the entity placing an
order shall be described as the \u201cCustomer\u201d.
1.2. There can be no variance to these Terms and Conditions of Business (11\/11\/19) (\u201cthe Terms\u201d)
whatsoever (including without limitation through any terms or conditions which the Customer purports to
apply under any purchase order, confirmation of order, specification or other document) unless varied by
written documentation and signed by an authorised signatory of the Supplier.
1.3 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose
or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4. The placing of an order by a Customer shall be deemed as acceptance of these Terms in their entirety.
Any subsequent verbal orders will be bound by these Terms. A contract shall be formed by the Supplier
giving notice of the acceptance of the Customer’s order and the terms of the contract (\u201cthe Contract\u201d)
shall be as set out in these Terms. The quantity and description of the goods supplied under this Contract
(\u201cgoods\u201d) shall be as set out in the Supplier\u2019s quotation or acknowledgement of order.
2. DELIVERY.
2.1 All dates given by the Supplier for delivery are estimated dates only and therefore the Supplier shall incur
no liability for any loss or damage whatsoever as a result of a failure to adhere to any such dates.
2.2 The Supplier shall be entitled to make partial deliveries, invoice for goods delivered and expect payment
in accordance with their terms of payment.
2.3 The Supplier reserves the right to charge the Customer for the carriage \/ delivery of goods supplied.
2.4 All goods supplied for destinations outside the United Kingdom are sold ex-works and acceptance by a
carrier on behalf of the Customer shall constitute delivery of the goods, and insurance and risk liability
shall pass to the Customer at this point.
2.5 It is the Customers responsibility to inform the Supplier of any short delivered or damaged goods.
Notification of such items must be given in writing to the Supplier within 5 working days from the date of
delivery.
2.6 Items accepted by the Supplier, as damaged\/short delivered must be returned within 14 days from the date
of the notification. The Supplier will only accept items for refund\/credit if they are returned in the original
boxes\/packaging together with a written explanation of the reason for the return together with a copy of
the invoice they were delivered against. The Supplier cannot be held responsible for any reason
whatsoever for the non-receipt of any such returns.
3. PRICES.
3.1 All prices quoted are exclusive of V.A.T. and are subject to the prevailing rate of V.A.T. at the date of
invoice.
3.2 All prices quoted apply to a specific order only and are subject to change only in writing by the Supplier.
3.3 All prices quoted are exclusive of any applicable import duties payable should the goods be supplied for
destinations outside the United Kingdom and it shall be the responsibility of the Customer to make such
payments and to comply with all applicable import regulations.
4. TERMS OF PAYMENT.
4.1 The Supplier shall at its discretion render invoices as at the date of dispatch or the date when an order is
completed, and in respect of such goods that are available for collection\/dispatch.
4.2 The Customer shall make payment in cleared funds within 30 days of the invoice date. These payment
terms shall apply at all times unless varied in writing by the Supplier and such variances may include (but
not inclusively) agreed payment plans by post-dated cheques. Terms of payment shall apply to all goods
delivered or where delivery has been attempted but not effected.
4.3 All remittances received will be allocated to invoices and credited to the Customers\u2019 account in
chronological order.
4.4 All amounts overdue for payment due to the Supplier shall, at the Supplier’s discretion, bear interest at the
rate of 4% above the base rate from time to time of HSBC plc. Interest shall accrue on a day to day basis
from the due date for payment until receipt by the Supplier of the full amount payable, irrespective of the
issue of legal proceedings or the obtaining of a judgement. All costs incurred by the Supplier in enforcing
payment of sums due under the Contract shall be added to the contract debt.
4.5 In the event of the Supplier having any indication of the Customer being unable to settle its accounts as
and when they fall due, notwithstanding any other remedies, all amounts due to the Supplier shall become
payable in full immediately. In addition the Supplier reserves the right to uplift goods supplied to mitigate
amounts due to it and shall assess such goods and credit such values, as it deems reasonable.
4.6 All invoices issued on a Pro-Forma basis are due for immediate payment or orders will be cancelled after 7 days
4.7 In the event of a payment being returned by the bank the Supplier reserves the right to levy an
administration cost to cover its extra banking charges.
4.8 If the Customer is a corporate entity with limited liability the signatory of these Terms on behalf of the
Customer hereby personally guarantees payment of all Contract sums due to the Supplier in the event that
the Customer shall default in payment when due.
4.9 The Customer shall make all payments due under the Contract in full without any deduction whether by
way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court
order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
5. TITLE AND RISK.
5.1 Risk and therefore responsibility for insurance of all items supplied shall pass to the Customer upon
delivery to the Customer or its carrier within the United Kingdom.
5.2 However, notwithstanding delivery and the passing of risk in the goods under clause 5.1, title and
property in the goods, including full legal and beneficial ownership, shall not pass to the Customer until
the Supplier has received in cash or cleared funds payment in full for all goods delivered to the Customer
under this and all other contracts between the Supplier and the Customer for which payment of the full
price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the
amount of any interest or other sum payable under the terms of this and all other contracts between the
Supplier and the Customer under which the goods were delivered.
5.3 No goods are supplied on a \u201csale or return\u201d basis unless agreed in writing by the Supplier.
5.4 Until ownership of the goods has passed to the Customer, the Customer shall hold the goods on a
fiduciary basis as the Supplier\u2019s bailee; store the goods (at no cost to the Supplier) separately from all
other goods of the Customer or any third party in such a way that they remain readily identifiable as the
Supplier\u2019s property; not destroy, deface or obscure any identifying mark or packaging on or relating to
the goods; and maintain the goods in satisfactory condition and keep them insured on the Supplier\u2019s
behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the
Customer shall produce the policy of insurance to the Supplier.
5.5 The Supplier shall be entitled to recover payment for the goods notwithstanding that ownership of any of
the goods has not passed from the Supplier.
5.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter
any premises where the goods are or may be stored in order to inspect them, or, where the Customer\u2019s
rights to possession has terminated, to recover them.
6. WARRANTY.
6.1 The Supplier warrants that all goods supplied are to the best of their knowledge of satisfactory quality, fit
for the purpose for which they are supplied and are free of any defects due to materials, design, or
workmanship.<\/p>\n
implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded
from the Contract.<\/p>\n
from the samples shown or displayed in brochures and catalogues. All goods are supplied subject to
availability.<\/p>\n
descriptions or illustrations contained in the Supplier\u2019s 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 and this is not a sale by sample.<\/p>\n
proofs or samples, however no guarantee is expressed or implied.<\/p>\n
supply and\/or suspend further deliveries and\/or stop goods in transit or fulfil any other obligations of this
Contract without having to give a reason, whether or not the Customer fails to fulfil any of its obligations
under this Contract<\/p>\n