1. Definitions
1.1 Company means The Alternative Bathroom Company Limited.
Customer means the person who accepts a quotation of the Company for the sale of
the Goods or agrees to buy the Goods from the Company.
Conditions means the standard terms and conditions of sale set out in this
document and any special terms and conditions agreed in writing by the Company.
Contract means the Contract for the sale by the Company and purchase by the
Customer of the Goods the subject of the Order.
Goods mean the supply of sanitary and bathroom products and other products any
installation of the Goods and associated specification and design services which
the Customer agrees to buy from the Company.
Order means the written order placed by the Customer for the Goods.
Price – means the price for the Goods excluding (where applicable) carriage,
packing, insurance and Value Added Tax.
1.2 Any reference on the Conditions to any provision of a Statute shall be
construed as a reference to that provision as amended, re-enacted or extended at
the relevant time.
1.3 The headings in the Conditions are for convenience only and shall not
affect their interpretation.
2. Conditions
2.1 The Conditions shall apply to all contracts for the sale of Goods by
the Company to the Customer and will override any terms or conditions which the
Customer may purport to apply under any purchase order confirmation of order or
similar document.
2.2 All Orders for the Goods shall be deemed to be an offer by the
Customer to purchase the Goods pursuant to the Conditions.
2.3 No variations to the Conditions (including any special terms agreed
between the parties) shall apply unless agreed in writing by a Director of the
Company.
2.4 Any typographical, clerical or other error of omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information issued by the Company shall be subject to correction
without any liability on the part of the Company.
3. Contract
3.1 Any quotation issued by the Company to the Customer shall not be
binding upon the Company. The Contract will be concluded upon receipt by the
Company of the Order placed by the Customer or the customers purchase order.
3.2 In the event that the terms of the Order are in conflict with any of
the Conditions, the Conditions shall prevail.
3.3 The Customer acknowledges that he has not been induced to enter into
the Contract by any written and/or oral representation made by or on the behalf
of the Company other than those contained in the Order.
4. Price of the Goods
4.1 Prices quoted by the Company for the Goods shall not be binding upon the
Company. Prices applicable to the Contract shall be those recorded in the Order.
4.2 Prices do not include Value Added Tax or any other tax, levy, duty or
surcharge whether imposed before or after concluding the Contract.
4.3 Unless stated to the contrary in the Order, prices include
packaging and are consigned free to the Customer’s address recorded in the Order
(“the Delivery Address”).
5. Payment
5.1 The Company shall not be bound to deliver the Goods until the
Customer has paid for the Goods. Payment shall be due in cleared funds not less
than two days prior to the delivery date.
Time for payment shall be of the essence.
5.2 If payment is not made on the due date then without prejudice to
the Company’s rights under the Conditions, the Company shall be entitled to
charge interest to the Customer on the amount outstanding at the rate of 3%
above the prevailing base rate of Lloyds TSB Plc.
5.3 If the Customer fails to make payment by the due date, the Company may
suspend or cancel delivery of the Goods.
6. Catalogues and other publication material
Any description and/or illustration of the Goods appearing in catalogues,
brochures and other publications is believed to be correct and current but is
not warranted as being correct by the Company and shall not be deemed to form
part of the Contract.
7. Designs
The provision of specification and design services associated with the Goods
(including copyright, design right, or other intellectual property rights) shall
remain the property of the Company. The Customer shall not copy nor cause to be
copied or reproduce nor cause to be reproduced such specifications and designs.
8. Warranties and Liability
8.1 The Company warrants that the Goods shall be of reasonable
quality and fit for their purpose at the date of delivery. Nothing herein shall
affect the statutory rights of the Customer. The Company shall be under no
liability in respect of any defect arising from fair wear and tear, wilful
damage, negligence, abnormal working conditions, failure to follow the Company’s
instructions (whether oral or in writing), misuse or alteration or repair of the
Goods without the Company’s approval.
8.2 The Company shall be under no liability under 8.1 above if the
Price for the Goods has not been paid in full by the due date for payment.
8.3 Any claim by the Customer based on any defect in the quality of the
Goods or their fitness for purpose shall (whether or not delivery is refused by
the Customer) be notified in writing to the Company within 2 days from the date
of delivery. If the Customer does not notify the Company, the Customer shall not
be entitled to reject the Goods and the Company shall have no liability for such
defect or failure, and the Customer shall be bound to pay the Price as if the
Goods had been delivered in accordance with the Contract.
8.4 Where a valid notification is made under 8.3 above, the Company shall
be entitled to replace the Goods (or the part in question) free of charge or, at
the Company’s sole discretion, refund to the Buyer, the Price of the Goods (or a
proportionate part of the Price), but thereafter the Company shall have no
further liability to the Customer.
8.5 Except in respect of death or personal injury caused by the
Company’s negligence, the Company shall not be liable to the Customer by reason
of any written and/or oral representation, or any express and/or implied
warranty, condition or other term, or any duty at common law, or under the
express terms of the Contract, for any consequential loss or damage (whether for
loss of profit or otherwise), costs, expenses or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the Company,
its employees or agents or otherwise) which arise out of or in conjunction with
the supply of the Goods or their use or resale by the Customer.
8.6 Time shall not be of the essence in the Contract. The Company shall
not be liable to the Customer or be deemed to be in breach of the Contract by
reason of any delay in performing, or any failure to perform, any of the
Company’s obligations in relation to the Goods, whether or not the delay or
failure was due to any cause beyond the Company’s reasonable control.
9. Customer’s specification or design
Where the Company supplies the Goods in accordance with the Customer’s
specification or design, any addition, alteration or variation shall be subject
to an extra charge and the Customer shall indemnify the Company against all
damages, penalties, costs and expenses to which it may become liable through the
infringement of the rights of third parties.
10. Delivery
10.1 All Goods supplied by the Company shall be delivered to the Customer at
the Delivery Address. The Customer shall make all necessary arrangements to take
delivery of the Goods when they are delivered by the Company.
10.2 Any dates quoted for delivery of the Goods are approximate only and the
Company shall not be liable for any delay in the delivery of the Goods howsoever
caused. The Goods may be delivered by the Company in advance of the quoted
delivery date.
10.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate Contract and failure by the Company to deliver any one or
more of the instalments in accordance with the Conditions or any claim by the
Customer in respect of any one or more instalments shall not entitle the
Customer to treat the Contract as a whole as repudiated.
10.4 If the Company fails to deliver the Goods for any reason other than any
cause beyond the Company’s reasonable control or due to the Customer’s default,
and the Company is held to be liable to the Customer, the Company’s liability
shall be limited to the excess (if any) of the cost to the Customer (in the
cheapest available market) of similar goods to replace those not delivered over
the Price of the Goods.
10.5 If the Customer fails to take delivery of the Goods or fails to give the
Company adequate delivery instructions at the time stated for delivery then,
without prejudice to any other right or remedy available to the Customer, the
Company may (1) store the Goods until actual delivery and charge the Customer
for the reasonable costs (including insurance) of storage or (2) sell the Goods
at the best price readily obtainable and (after deducting all reasonable storage
and selling expenses) account to the Customer for the excess over the Price
under the Contract or charge the Customer for any shortfall below the Price
under the Contract.
11. Shortage damage and non-delivery
No claim against the Company for shortage, damage in transit or non-delivery of
the Goods will be entertained unless shortage of or damage to the Goods is
reported in writing to the Company and any third party carrier within two days
of delivery and in the case of non-delivery of Goods it is reported in writing
to the Company and any third party carrier within three days of the date of
despatch as invoiced to the Customer.
12. Passing of ownership and risk in the Goods
12.1 The risk in the Goods supplied by the Company shall pass to the Customer
on delivery to the Delivery Address.
12.2 Notwithstanding delivery and the passing of risk in the Goods, or any
other provision of the Conditions, ownership in the Goods shall not pass to the
Customer until the Company has received in cash or cleared funds payment in full
of the Price of the Goods and all other goods agreed to be sold by the Company
to the Customer for which payment is then due.
12.3 Until such time as ownership in the Goods passes to the Customer, the
Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and
shall keep the Goods separate from those of the Customer and third parties and
properly stored, protected and insured and identified as the Company’s property.
Until that time the Customer shall be entitled to resell or use the Goods in the
ordinary course of its business, but shall account to the Company for the
proceeds of sale or otherwise of the Goods, whether tangible or intangible,
including insurance proceeds, and shall keep all such proceeds separate from any
monies or property of the Customer and third parties and, in the case of
tangible proceeds, properly stored, protected and insured.
12.4 Until such time as ownership in the Goods passes to the Customer (and
provided the Goods are still in existence and have not been resold) the Company
shall be entitled at any time to require the Customer to deliver up the Goods to
the Company and, if the Customer fails to do so forthwith, to enter upon any
premises of the Customer or any third party where the Goods are stored and
repossess the Goods.
13. Cancellation
An Order cannot be cancelled or the Goods returned by the Customer without the written consent of the Company. In the event of the Goods being returned to and with the written consent of the Company as a result of the cancellation of an Order, in addition to the Price, the Customer shall pay to the Company a cancellation charge equivalent to 25% of the price to recompense the Company for the cost of transport administration and restocking and the Customer agrees with the Company that this is a reasonable pre estimate of the Company’s costs.
14. Force Majeure
The Company shall not be liable for any default due to any act of God, war,
civil disturbance, malicious damage, strike, lockout, industrial action, fire,
flood, drought, extreme weather conditions, compliance with any law or
governmental order, rule, regulation, direction or other circumstance beyond the
control of the Company.
15. Insolvency
If the Customer fails to make payment for the Goods in accordance with the
Conditions or commits any other breach of the Conditions or if any distress or
execution shall be levied upon any of the Customer’s property or if the Customer
offers to make any arrangement with his creditors or if any bankruptcy petition
is presented against the Customer or the Customer is unable to pay his debts as
they fall due or if being a limited company any resolution or petition to wind
up the Customer shall be passed or if a receiver administrator administrative
receiver or manager shall be appointed over the whole or any part of the
Customer’s business or assets, the Company may in its absolute discretion, and
without prejudice to any other rights suspend all future deliveries of the Goods
and/or terminate the Contract without in either case any liability on its part
and in addition the Company shall be entitled to exercise all of its rights
under the Conditions.
16. No assignment
The Customer shall not assign his rights or liabilities under a Contract made
subject to the Conditions.
17. No Set off
The Customer may not withhold payment of any monies due to the Company by reason
of any right of set off or counterclaim which the Customer may have or allege to
have or for any reason whatsoever.
18. Waiver
No waiver or forbearance by the Company to enforce a term of the Contract shall
not prevent the subsequent enforcement of that or any other term of the Contract.
19. Third party rights
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not
apply to the Contract or the Conditions and a person who is not a party to the
Contract or the Conditions shall have no right under the Act to enforce any term
of the Contract or the Conditions.
20. Proper Law
The Conditions shall be governed by and construed in accordance with the Law of
England and Wales and all disputes shall be subject to the exclusive
jurisdiction of the courts of England and Wales.