In this Agreement, unless the context requires otherwise:
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 'Delivery Date' means the date specified by the Seller when the Goods are to be delivered;
1.4 'Goods' means the articles that the Buyer agrees to buy from the Seller;
1.5 ‘Order’ means the order for the Goods placed by the Buyer with the Seller;
1.6 'Price' means the price for the Goods inclusive of VAT; and
1.7 ‘Seller’ means Fineline Bedrooms & Kitchens Limited.
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Following a technical survey by the Seller, alterations to the Goods may be required. Any alterations will be undertaken at the discretion of Seller.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 Price and payment
3.1 The Price shall be Seller’s quoted price. The Price is inclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 A non-refundable deposit will be payable by the Buyer on placing the Order.
3.3 Payment of the Price by the Buyer shall be made as follows: -
3.3.1 On delivery of the Goods by cash, bankers draft or building society cheque;
3.3.2 Seven working days prior to delivery by personal cheque, debit or credit card; or
3.3.3 Credit transfer.
3.4 Interest on overdue payments shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Yorkshire Bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.5 A charge of 1.5% of the total Price will be levied for any payments received by credit card.
3.6 If the Buyer fails to pay the Price on the due date then the Seller shall be entitled to cancel or suspend any delivery to the Buyer.
3.7 If the Buyer cancels the Order following a technical survey by the Seller then the Buyer shall be liable for the entire Price.
3.8 The Price will be fixed on any holding order for Goods for a maximum period of three months, unless agreed otherwise in writing by the Seller. Any holding holder order exceeding three months may be subject to an increase in the Price where any supplier to the Seller increases prices.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.2 The Buyer should ensure that the plan provided by the Seller meets with the Buyers agreement as alterations to the Order can delay delivery.
5 Delivery of the Goods
5.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date.
5.2 The Buyer will be responsible for a storage charge where he is unable to take delivery of the Goods.
6 Acceptance of the Goods
6.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
6.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Order.
7 Title and risk
7.1 The Goods shall be at the Buyer’s risk as from delivery.
7.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
7.2.1 the Buyer shall have paid the Price in full; and
7.2.1 no other sums whatever shall be due from the Buyer to the Seller
7.3 Until property in the Goods passes to the Buyer in accordance with clause 7.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. If required by the Seller the Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
7.4 The Seller shall be entitled to recover the Price notwithstanding that the property in any of the Goods has not passed from the Seller.
7.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up the Goods. If the Buyer fails to do so the Seller or any agent of the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
7.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
7.7 The Buyer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
7.8 The Buyer will at their own expense maintain the Goods to the satisfaction of the Seller until title in the Goods passes to the Seller.
7.9 The Buyer will remain liable to the Seller for any expense incurred by the Seller in recovery and resale of the Goods.
8 Remedies of Buyer
8.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the Sellers quotation to the Buyer.
8.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
8.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
8.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
8.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
8.5 The Seller shall be under no liability whatever to the Buyer for any indirect loss and expense (including loss of profit) suffered by the Buyer arising from the negligence of a tradesperson recommended to the Buyer by the Seller, where the Buyer engages such a tradesperson independently of the Seller, unless otherwise agreed in writing by the Seller.
9 Force Majeure
The Seller shall not be liable to the Buyer or deemed to be in breach of contract by reason of delay in performing, or any failure to perform, any of the Sellers obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Sellers reasonable control.
The Buyer shall not without the written consent of the Seller assign or transfer this Agreement or the benefit thereof in whole or in part to any person.
The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, company or property against all actions, claims and proceedings in connection with the supply of the Goods to the Buyer by the Seller for which the Seller may become liable.
12 Proper law of contract
This contract is subject to the law of England and Wales.
13 Third Parties
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999.
1.1 In these conditions
‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
‘GOODS’ means the goods (including any instalment of the goods) which the Seller is to supply in accordance with these Conditions.
‘SELLER’ means Fineline Bedrooms & Kitchens Ltd (registered in England and Wales under number 3127660).
‘CONDITIONS’ means the standard terms and conditions of sale set out in the document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these 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 these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written or verbal order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of, any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in between an authorised representative of the Buyer and any director of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by any director of the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representation which are not so confirmed
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by any director of the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 No order which had been accepted by the Seller and on terms that the Buyer except with the agreement in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 PRICE OF GOODS
4.1 The price of the Goods shall be at the Seller’s quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other cost of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Unless otherwise agreed between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyers shall pay the price of the Goods within 30 days of the Seller’s invoice not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer.
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per annum above Yorkshire Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.3.4 all collection costs incurred will be charged to the buyer.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. All claims of short delivery must be notified to the Seller within 24 (Twenty Four) hours of the time of delivery.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any reason beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may;
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of good shall pass to Buyer;